Tactical Resources Corp.

as the Corporation

and -

ODYSSEY TRUST COMPANY

as the Warrant Agent

FIRST SUPPLEMENTAL WARRANT INDENTURE

Dated as of March 12, 2024

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THIS FIRST SUPPLEMENTAL WARRANT INDENTURE is dated as of March 12, 2024.

BETWEEN:

TACTICAL RESOURCES CORP. , a corporation incorporated pursuant to the laws of the Province of British Columbia (the “ Corporation ”)

and -

ODYSSEY TRUST COMPANY , a trust company existing under the laws of Canada and authorized to carry on business in all provinces of Canada (the “ Warrant Agent ”, together with the Corporation, the “ Parties ” and each a “ Party ”)

WHEREAS :

A. The Corporation and the Warrant Agent executed a warrant indenture (the “ Warrant Indenture ”) dated as of September 14, 2021, governing the terms of the 2,865,500 common share purchase warrants (the “ Warrants ”) originally issued by the Corporation thereunder;
B. The Corporation wishes to make certain amendments to the Warrant Indenture to extend the expiry date of the Warrants;
C. The Parties have determined that it is appropriate to supplement the Warrant Indenture by amending and replacing certain terms and provisions contained therein to give effect to the Amendments (as defined below);
D. Section 7.1(g) of the Warrant Indenture provides that the Parties may modify any provision of the Warrant Indenture provided that in the opinion of the Warrant Agent, relying on advice of Counsel, such modification in no way impairs any of the rights of the Warrantholders as a group or of the Warrant Agent;
E. The foregoing recitals are made as representations and statements of fact by the Corporation and not by the Warrant Agent; and
F. The Warrant Agent is authorized and directed to enter into this first supplemental warrant indenture (the “ First Supplemental Indenture ”) and to hold all rights, interests and benefits contained herein for and on behalf of those persons who are holders of Warrants issued pursuant to the Warrant Indenture as modified by this First Supplemental Indenture from time to time.

NOW THEREFORE , in consideration of the premises and mutual covenants hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

This First Supplemental Indenture is supplemental to the Warrant Indenture and the Warrant Indenture shall henceforth be read in conjunction with this First Supplemental Indenture and all the provisions of the Warrant Indenture, except only insofar as the same may be inconsistent with the express provisions hereof, shall apply and have the same effect as if all the provisions of the Warrant Indenture and of this First Supplemental Indenture were contained in one instrument and

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the expressions used herein shall have the same meaning as is ascribed to the corresponding expressions in the Warrant Indenture.

All capitalized terms used and not otherwise defined in this First Supplemental Indenture (including the recitals hereto), unless otherwise defined herein, shall, for the purposes hereof, have the meanings ascribed to them in the Warrant Indenture.
On and after the date hereof, each reference to the Warrant Indenture, as amended by this First Supplemental Indenture, “this Warrant Indenture”, “this Indenture”, “herein”, “hereby”, and similar references, and each reference to the Warrant Indenture in any other agreement, certificate, document or instrument relating thereto, shall mean and refer to the Warrant Indenture as amended hereby. Except as specifically amended by this First Supplemental Indenture, all other terms and conditions of the Warrant Indenture shall remain in full force and unchanged.
The Warrant Indenture is hereby amended as follows (collectively, the “ Amendments ”):
a. The definition of “ Time of Expiry ” in Section 1.1 shall be deleted in its entirety and replaced with the following:

““ Time of Expiry ” means 5:00 p.m. (Toronto time) on the earlier of (i) May 13, 2026, and (ii) the Early Expiry Date;”

b. Section 9.1(1)(a) be deleted in its entirety and replaced with the following:

“If to the Company, to:

Tactical Resources Corp. Suite 1500, 1055 West Georgia Street Vancouver, British Columbia V6E 4N7

Attention: Ranjeet Sundher, Chief Executive Officer Email: [Redacted - personal information]

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

McMillan LLP Suite 1500, 1055 West Georgia Street Vancouver, British Columbia V6E 4N7

Attention: Desmond Balakrishnan

Email: [Redacted - personal information]

c. Schedule “A” of the Warrant Indenture shall be deleted in its entirety and replaced with Appendix “A” attached hereto;
d. Schedule “B” of the Warrant Indenture shall be deleted in its entirety and replaced with Appendix “B” attached hereto;
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e. Schedule “C” of the Warrant Indenture shall be deleted in its entirety and replaced with Appendix “C” attached hereto; and
f. Schedule “D” of the Warrant Indenture shall be deleted in its entirety and replaced with Appendix “D” attached hereto.
The Corporation and the Warrant Agent hereby acknowledge and confirm that, except as specifically provided herein, all of the terms and conditions contained in the Warrant Indenture are and shall remain in full force and effect, unamended, in accordance with the provisions thereof. The matters provided for in this First Supplemental Indenture shall not prejudice any act or thing done prior to the date hereof and for greater certainty, each of the Corporation and the Warrant Agent acknowledge and agree that this First Supplemental Indenture is not a novation of the Warrant Indenture (or the securities underlying the Warrant Indenture).

The Warrant Indenture shall be and continue to be in full force and effect, unamended, except as provided herein, and the Corporation hereby confirms the Warrant Indenture in all other respects.

This First Supplemental Indenture shall be governed by and be construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and shall be binding upon the Parties hereto and their respective successors and assigns.
This First Supplemental Indenture may be simultaneously executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear the date set out at the top of the first page of this First Supplemental Indenture.
For the purpose of convenience, this First Supplemental Indenture may be referred to as bearing the formal date of March 12, 2024, irrespective of the actual date of execution hereof.

[ Remainder of Page Intentionally Left Blank ]

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IN WITNESS WHEREOF the Parties hereto have executed this First Supplemental Indenture under the hands of their proper officers in that behalf.

TACTICAL RESOURCES CORP.

By: (signed) “Ranjeet Sundher” Name: Ranjeet Sundher Title: CEO

ODYSSEY TRUST COMPANY

By: (signed) “Brett Higgs” Name: Brett Higgs Title: Senior Director, Corporate Trust By: (signed) “Rachel Wales” Name: Rachel Wales Title: Director, Corporate Trust

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Appendix “A” [ See Attached ]

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SCHEDULE A

FORM OF WARRANT CERTIFICATE

SUBJECT TO THE COMPANY’S ACCELERATION RIGHT, THE WARRANTS EVIDENCED HEREBY ARE EXERCISABLE AT OR BEFORE 5:00 P.M. (TORONTO TIME) ON MAY 13, 2026, AFTER WHICH TIME THE WARRANTS EVIDENCED HEREBY SHALL BE DEEMED TO BE VOID AND OF NO FURTHER FORCE OR EFFECT.

For all Certificated Warrants registered in the name of the CDS, the following legend shall be included:

(INSERT IF BEING ISSUED TO CDS) UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. ( “CDS” ) TO TACTICAL RESOURCES CORP. (THE “ISSUER” ) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.

For all Certificated Warrants issued to U.S. Warrantholders, also include the following legend:

THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE " U. S. SECURITIES ACT "), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF TACTICAL RESOURCES CORP. (THE “COMPANY”) THAT THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY: (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (II) RULE 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND, IN EACH CASE IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS; PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(I) OR (D) ABOVE, THE HOLDER OF THE SECURITIES HAS FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY.

THESE WARRANTS MAY NOT BE EXERCISED BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON IN THE UNITED STATES OR A U.S. PERSON UNLESS THE COMMON SHARES ISSUABLE UPON EXERCISE OF THESE WARRANTS HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.

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WARRANTS TO PURCHASE COMMON SHARES OF TACTICAL RESOURCES CORP.

(a corporation incorporated pursuant to the laws of British Columbia)

CUSIP No. [●] ISIN No. [●]

Warrant Certificate Number: [●]

Representing [●] Warrants to purchase Common Shares

THIS CERTIFIES that, for value received, the registered holder hereof, [●] (the “ holder ”) is entitled at any time before 5:00 p.m. (Toronto time) (the “ Expiry Time ”) on May 13, 2026 (the “ Expiry Date ”), subject to acceleration as set out in the Warrant Indenture (as defined below), to acquire the number of common shares (“ Common Shares ”) of Tactical Resources Corp. (the “ Company ”), as presently constituted, by surrendering to Odyssey Trust Company (the “ Warrant Agent ”) at its principal office in Vancouver British Columbia, this Warrant Certificate with the duly completed and executed Exercise Form endorsed on the back of this Warrant Certificate, and accompanied by payment $2.50 for each Warrant Share (subject to adjustment in certain events) (the “ Warrant Exercise Price ”) by certified cheque, bank draft or money order in lawful money of Canada payable to, or to the order of, the Company at par at the above-mentioned office of the Warrant Agent, subject to adjustment in certain events. The holder of this Warrant Certificate may purchase less than the number of Common Shares which he is entitled to purchase on the exercise of the Warrants represented by this Warrant Certificate, in which event a new Warrant Certificate representing the Warrants not then exercised will be issued to the holder.

The Warrants evidenced hereby are exercisable on or before the Expiry Time, after which time the Warrants evidenced hereby shall be deemed to be void and of no further force or effect.

If, at any time prior to the Expiry Date, the volume weighted average trading price of the Common Shares on the Canadian Securities Exchange is equal to or greater than $3.75 per Common Share for a period of 10 consecutive trading days, the Company shall be entitled to deliver a written notice to the Warrantholders and to the Warrant Agent, accelerating the Expiry Date of the Warrants to a date that is 30 days following the date of such notice (the “ Early Expiry Date ”). Any unexercised Warrants shall automatically expire at the Expiry Time on the Early Expiry Date.

This Warrant Certificate represents Warrants of the Company issued or issuable under the provisions of a warrant indenture (which indenture together with all other instruments supplemental or ancillary thereto is herein referred to as the “ Warrant Indenture ”) dated as of September 14, 2021, as amended, between the Company and the Warrant Agent, as may be amended from time to time, which contains particulars of the rights of the holders of the Warrants and the Company and of the Warrant Agent in respect thereof and the terms and conditions upon which the Warrants are issued and held, all to the same effect as if the provisions of the Warrant Indenture were herein set forth, to all of which the holder of this Warrant Certificate by acceptance hereof assents. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Warrant Indenture. A copy of the Warrant Indenture will be available for inspection at the principal office of the Company in Vancouver, British Columbia. In the event of any conflict between the provisions contained in this Warrant Certificate and the provisions of the Warrant Indenture, the provisions of the Warrant Indenture shall prevail.

Upon acceptance hereof, the holder hereof hereby expressly waives the right to receive any fractional Common Shares upon the exercise hereof in full or in part and further waives the right to receive

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any cash or other consideration in lieu thereof. The Warrants represented by this Warrant Certificate shall be deemed to have been surrendered, and payment by certified cheque, bank draft or money order shall be deemed to have been made only upon personal delivery thereof or, if sent by post or other means of transmission, upon actual receipt thereof by the Warrant Agent at its office in the City of Vancouver, British Columbia.

Upon due exercise of the Warrants represented by this Warrant Certificate and payment of the Warrant Exercise Price, the Company shall cause to be issued to the person(s) in whose name(s) the Common Shares so subscribed for (provided that if the Common Shares are to be issued to a person other than the registered holder of this Warrant Certificate, the holder’s signature on the Exercise Form herein shall be guaranteed by a participating Schedule I Canadian chartered bank, or by a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the holder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing the Common Shares unless or until the holder shall have paid the Company or the Warrant Agent the amount of such tax (or shall have satisfied the Company that such tax has been paid or that no tax is due)) are to be issued, the number of Common Shares to be issued to such person(s) and such person(s) shall become a holder in respect of such Common Shares with effect from the date of such exercise, and upon due surrender of this Warrant Certificate and all other documentation required, the Warrant Agent shall cause the issuance of a certificate(s) representing such Common Shares to be issued within two (2) Business Days (or, if earlier, (x) the standard settlement period for the primary Eligible Market on which the Common Shares are traded or (y) the standard settlement period for the CSE) after the exercise of the Warrants (or portion thereof) represented hereby.

Neither the Warrants represented by this Warrant Certificate nor the Common Shares issuable upon exercise hereof have been or will be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or any U.S. state securities laws. These Warrants may not be exercised in the United States, or by or for the account or benefit of, a U.S. Person or a person in the United States unless this security and the Common Shares issuable upon exercise of this security have been registered under the U.S. Securities Act and applicable state securities legislation, or an exemption from such registration requirements is available. Certificates representing Common Shares issued in the United States or to U.S. Persons will bear a legend restricting the transfer and exercise of such securities under applicable United States federal and state securities laws. “ United States ” and “ U.S. person ” are as defined in Regulation S under the U.S. Securities Act.

The holder acknowledges that the Warrants represented by this Warrant Certificate and the Common Shares issuable upon exercise hereof may be offered, sold or otherwise transferred only in compliance with all applicable securities laws.

No transfer of any Warrant will be valid unless entered on the register of transfers, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, duly endorsed by, or accompanied by a transfer form or other written instrument of transfer in form satisfactory to the Warrant Agent executed by the registered holder or their executors, administrators or other legal representatives or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent. Subject to the provisions of the Warrant Indenture and upon compliance with the reasonable requirements of the Warrant Agent, Warrant Certificates may be exchanged for Warrant Certificates representing in the aggregate an equal number of Warrants. The Company and the Warrant Agent may treat the registered holder of this Warrant Certificate for all purposes as the absolute owner hereof. The holding of the Warrants represented by this Warrant Certificate shall not constitute the holder hereof a holder of Common Shares nor entitle him to any right or interest in respect thereof except as herein and in the Warrant Indenture expressly provided.

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The Warrant Indenture provides for adjustment in the number of Common Shares to be delivered upon exercise of the right of purchase hereby granted and to the Warrant Exercise Price in certain events therein set forth.

The Warrant Indenture contains provisions making binding upon all holders of Warrants outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments in writing signed by the Warrantholders holding a specified percentage of the then outstanding Warrants.

The Warrants and the Warrant Indenture shall be governed by and performed, construed and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and shall be treated in all respects as British Columbia contracts. Time shall be of the essence hereof and of the Warrant Indenture.

The Company may from time to time at any time prior to the Expiry Time purchase any of the Warrants by private agreement or otherwise.

This Warrant Certificate shall not be valid for any purpose until it has been certified by or on behalf of the Warrant Agent for the time being under the Warrant Indenture.

All dollar amounts herein are expressed in the lawful money of Canada.

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IN WITNESS WHEREOF the Company has caused this Warrant Certificate to be signed by its duly authorized officer as of this _ day of __, 20.

TACTICAL RESOURCES CORP.

By:

Authorized Signing Officer

Certified this _ day of _, 20___

ODYSSEY TRUST COMPANY

By:

Authorized Signing Officer

[Signature Page to Form of Warrant Certificate]

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EXERCISE FORM

TO: TACTICAL RESOURCES CORP. c/o ODYSSEY TRUST COMPANY United Kingdom Building 350 – 409 Granville Street Vancouver, British Columbia V6C 1T2

The undersigned holder of the within Warrants hereby irrevocably exercises the right of such holder to be issued and hereby subscribes for ___ Common Shares of Tactical Resources Corp. (the “ Company ”) at the Warrant Exercise Price referred to in the attached Warrant Certificate on the terms and conditions set forth in such certificate and the Warrant Indenture and encloses herewith a certified cheque, bank draft or money order in lawful money of Canada payable to, or to the order of, the Company at par in payment in full of the subscription price of the Common Shares hereby subscribed for.

Pursuant to Section 3.13 of the Warrant Indenture, the Company shall not effect the exercise of any portion of a Warrant, and the Warrantholder shall not have the right to exercise any portion of a Warrant, pursuant to the terms and conditions of the Indenture and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the Warrantholder together with its Attribution Group (as defined in the Warrant Indenture) collectively would beneficially own or control, directly or indirectly, in excess of the Beneficial Ownership Limitation. Notwithstanding anything to the contrary contained herein, the Warrantholder hereby represents and warrants that the Warrantholder, together with its Attribution Group, after giving effect to the exercise contemplated herein, will not beneficially own or control, directly or indirectly, a number of Common Shares which exceeds the Beneficial Ownership Limitation (as defined in Section 3.13 of the Indenture) after giving effect to such exercise. The Warrantholder represents that it has made all reasonable inquiries to ensure that the information provided in this Exercise Notice is true and correct in all respects. The Warrantholder hereby covenants and agrees that any increase to the number of Common Shares held or controlled, directly or indirectly, by such Warrantholder together with its Attribution Group occurring from the time this Exercise Notice is delivered and prior to the issuance of Common Shares shall be reported immediately to the Company.

Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the warrant indenture between the Company and Odyssey Trust Company dated September 14, 2021, as amended (the “ Warrant Indenture ”).

The undersigned represents, warrants and certifies as follows (please check the ONE box applicable):

☐ 1. the undersigned holder at the time of exercise of the Warrants (i) is not in the United States, (ii) is not a “U.S. Person”, within the meaning of Regulation S under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), (iii) is not exercising this Warrant for the account or benefit of any U.S. Person or any person in the United States, (iv) did not execute or deliver this Exercise Form within the United States, (v) has in all other aspects complied with the terms of Regulation S under the U.S. Securities Act and (vi) delivery of the underlying Common Shares will not be to an address in the United States; OR
☐ 2. the undersigned holder (a) is the original U.S. purchaser who purchased the Warrants pursuant to the Company’s Unit offering who delivered the Certificate of U.S. Purchaser attached to the subscription agreement in connection with its purchase of Units, (b) is exercising the Warrants for its own account or for the
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account of a disclosed principal that was named in the subscription agreement pursuant to which it purchased such Units, and (c) is, and such disclosed principal, if any, is an institutional "accredited investor" as defined in Rule 501(a)(1),(2),(3)or (7) of Regulation D under the U.S. Securities Act at the time of exercise of these Warrants and the representations and warranties of the holder made in the original subscription agreement including the Certificate of U.S. Purchaser remain true and correct as of the date of exercise of these Warrants; OR

if the undersigned holder is (i) a holder in the United States, (ii) a U.S. Person, (iii) a person exercising the Warrants for the account or benefit of a U.S. Person or a person in the United States, (iv) executing or delivering this exercise form in the United States or (v) requesting delivery of the underlying Common Shares in the United States, the undersigned holder has delivered to the Company and the Company’s transfer agent (a) a completed and executed U.S. Purchaser Letter in substantially the form attached to the Warrant Indenture as Schedule “B” or a Qualified Institutional Buyer Letter in substantially the form attached to the Warrant Indenture as Schedule “D” or (b) an opinion of counsel (which will not be sufficient unless it is in form and substance reasonably satisfactory to the Company and the Company’s transfer agent) to the effect that with respect to the Common Shares to be delivered upon exercise of the Warrants, the issuance of such securities has been registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration requirements is available.

Notes:

(1) Certificates will not be registered or delivered to an address in the United States unless Box B or C above is checked and the applicable requirements are complied with. If Box B or C is checked and the holder is not an Original QIB Purchaser, the US legend shall be affixed to the Shares unless the Corporation and Warrant Agent receive a satisfactory opinion of counsel of recognized standing in form and substance satisfactory to the Warrant Agent and Corporation to the effect that the US legend is no longer required under the U.S. Securities Act and applicable state laws.
(2) If the Warrants have a US legend affixed to them the resulting Shares will have the US legend unless the Corporation and Warrant Agent receive a satisfactory opinion of counsel of recognized standing in form and substance satisfactory to the Warrant Agent and Corporation to the effect that the US legend is no longer required under the U.S. Securities Act and applicable state laws.
(3) If Box C above is checked, holders are encouraged to consult with the Corporation and the Warrant Agent in advance to determine that the legal opinion tendered in connection with the exercise will be satisfactory in form and substance to the Corporation and the Warrant Agent.

“United States” and “U.S. Person” are as defined in Rule 902 of Regulation S under the U.S. Securities Act.

The undersigned hereby directs that the said Common Shares be issued as follows:

☐ Check here if requesting delivery of such Common Shares as a certificate pursuant to the following instructions:

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NAME(S) IN FULL	ADDRESS(ES)	NUMBER OF COMMON SHARES

☐ Check here if requesting delivery of such Common Shares electronically with The Canadian Depository for Securities as follows:

Registration: CDS & Co., 85 Richmond Street West, Toronto, ON CDS Participant: CUID Number: Deposit ID: Contact Name, Phone & Email:

NOTE TO BROKER: DEPOSIT SHOULD BE KEYED INTO CDS AS AN INSTANT DEPOSIT

☐ Check here if the undersigned holder is requesting delivery with the Depository Trust Company by Deposit/Withdrawal at Custodian:

Registration: CEDE & Co., 55 Water St. New York, NY 10041 Participant/Broker: DTC#: DWAC Control Number: Contact Name, Phone & Email:

(Please print. If securities are issued to a person other than the registered Warrantholder, the holder must complete the transfer form and pay to the Warrant Agent all applicable taxes and the signature of the holder must be guaranteed by a participating Schedule I Canadian chartered bank, or by a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program).

DATED this _ day of __, 20___.

Signature of Warrantholder

Signature Guarantee

Print name

Address

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☐ Please check this box if the securities are to be delivered at the office where these Warrants are surrendered, failing which the securities will be mailed. Due to the COVID-19 outbreak, pick- up at the office of the Warrant Agent may not be possible. Warrantholders selecting this option should contact the Warrant Agent to confirm availability of pick-up.
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TRANSFER FORM

TO: TACTICAL RESOURCES CORP. c/o ODYSSEY TRUST COMPANY United Kingdom Building 350 – 409 Granville Street Vancouver, British Columbia V6C 1T2

FOR VALUE RECEIVED , the undersigned transferor hereby sells, assigns and transfers unto

(Transferee)

(Address)

___ Warrants represented by this Warrants Certificate and hereby irrevocably constitutes and appoints __ as its attorney with full power of substitution to transfer the said securities on the appropriate register of the Warrant Agent.

In the case of a Warrant Certificate that contains a U.S. restrictive legend, the undersigned hereby represents, warrants and certifies that (one (only) of the following must be checked):

☐ (A) the transfer is being made only to Tactical Resources Corp. (the “ Company ”);
☐ (B) the transfer is being made outside the United States in accordance with Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), and in compliance with any applicable local securities laws and regulations and the holder has provided herewith a declaration in substantially the form attached as Schedule “C” to the Warrant Indenture or in such form as the Company may prescribe from time to time, or
☐ (C) the transfer is being made within the United States or to, or for the account or benefit of, a U.S. Person or a person in the United States, in accordance with a transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws, and the undersigned has furnished to the Company and the Warrant Agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company and the Warrant Agent to such effect.

In the case of a Warrant Certificate that does not contain a U.S. restrictive legend, if the proposed transfer is to, or for the account or benefit of, a U.S. Person or a person in the United States, the undersigned hereby represents, warrants and certifies that the transfer of the Warrants is being completed pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws, in which case the undersigned has furnished to the Company and the Warrant Agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company and the Warrant Agent to such effect.

☐ If transfer is to, or for the account or benefit of, a U.S. Person or a person in the United States, check this box.
In the event this transfer of the Warrants represented by this Warrant Certificate is to, or for the account or benefit of, a U.S. Person or a person in the United States, the undersigned acknowledges and agrees that
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the Warrant Certificate(s) representing such Warrants issued in the name of the transferee will be endorsed with the legend required by Section 2.7(2) and 2.7(3) of the Indenture, unless the U.S. Person or person in the United States is a Qualified Institutional Buyer and has executed and delivered a Qualified Institutional Buyer Letter to the Company and the Warrant Agent.

Warrants shall only be transferable in accordance with the Warrant Indenture and all applicable laws.

DATED this _ day of ___, 20___.

SPACE FOR GUARANTEES OF ) SIGNATURES (BELOW) ) ) ) Signature of Transferor ) ) Guarantor’s Signature/Stamp ) ) ) ) ) Name of Transferor

REASON POR TRANSFER – For US Residents only (where the Individual(s) or corporation receiving the securities is a US resident). Please select only one (see instructions below).

☐ Gift ☐ Estate ☐ Private Sale ☐ Other (Or No Change in Ownership)

Date of Event (Date of Gift, Death or Sale): Value Per Warrant on the Date of Event:

_//_ $___.___ ☐ CAD OR ☐ USD

CERTAIN REQUIREMENTS RELATING TO TRANSFRS – READ CAREFULLY

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certification(s), in every particular, without alteration or enlargement, or any change whatsoever. All securityholders or a legally authorized representative must sign this form. The signature(s) on this form must be guaranteed in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. Notarized or witnessed signatures are not acceptable as guaranteed signatures. As at the time of closing, you may choose one of the following methods (although subject to change in accordance with industry practice and standards):

Canada or the USA: A Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Many commercial banks, savings banks, credit unions, and all broker dealers participate in a Medallion Signature Guarantee Program. The Guarantor must affix a stamp bearing the actual words “Medallion Guaranteed”, with the correct prefix covering the face value of the certificate.
Canada: A Signature Guarantee obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust. The Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”, sign and print their full name and alpha numeric signing number. Signature Guarantees are not accepted from Treasury Branches, Credit Unions or Caisse Populaires
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unless they are members of a Medallion Signature Guarantee Program. For corporate holders, corporate signing resolutions, including certificate of incumbency, are also required to accompany the transfer, unless there is a “Signature & Authority to Sign Guarantee” Stamp affixed to the transfer (as opposed to a “Signature Guaranteed” Stamp) obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a Medallion Signature Guarantee with the correct prefix covering the face value of the certificate.

Outside North America: For holders located outside North America, present the certificates(s) and/or document(s) that require a guarantee to a local financial institution that has a corresponding Canadian or American affiliate which is a member of an acceptable Medallion Signature Guarantee Program. The corresponding affiliate will arrange for the signature to be over-guaranteed.

OR

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. The signature(s) on this form must be guaranteed by an authorized officer of Royal Bank of Canada, Scotia Bank or TD Canada Trust whose sample signature(s) are on file with the transfer agent, or by a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Notarized or witnessed signatures are not acceptable as guaranteed signatures. The Guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”, “MEDALLION GUARANTEED” OR “SIGNATURE & AUTHORITY TO SIGN GUARANTEE”, all in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. For corporate holders, corporate signing resolutions, including certificate of incumbency, will also be required to accompany the transfer unless there is a “SIGNATURE & AUTHORITY TO SIGN GUARANTEE” Stamp affixed to the Form of Transfer obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a “MEDALLION GUARANTEED” Stamp affixed to the Form of Transfer, with the correct prefix covering the face value of the certificate.

REASON FOR TRANSFER – FOR US RESIDENTS ONLY

Consistent with US IRS regulations, Odyssey Trust Company is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place).

LEGAL_43396693.3

Appendix “B”

[ See Attached ]

LEGAL_43393439.1

SCHEDULE B

FORM OF U.S. PURCHASER CERTIFICATION UPON EXERCISE OF WARRANTS

TO: TACTICAL RESOURCES CORP. 1500 – 1055 West Georgia Street Vancouver, British Columbia V6E 4N7
and to -

ODYSSEY TRUST COMPANY United Kingdom Building 350 – 409 Granville Street Vancouver, British Columbia V6C 1T2

The undersigned is delivering this letter in connection with the purchase of common shares (the “ Common Shares ”) of Tactical Resources Corp., a corporation incorporated under the laws of the Province of British Columbia (the “ Company ”), upon the exercise of warrants of the Company (“ Warrants ”), issued under the warrant indenture dated as of September 14, 2021, as amended, between the Company and Odyssey Trust Company.

The undersigned hereby confirms that:

(a) the undersigned is an “accredited investor” (satisfying one or more of the following criteria set forth in Rule 501 (a) of Regulation D under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”) – please check * all that apply):
☐ Any bank as defined in Section 3(a)(2) of the U.S. Securities Act of 1933, as amended (the “ U.S. Securities Act ”) or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the U.S. Securities Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the U.S. Securities Exchange Act of 1934 or any insurance company as defined in Section 2(a)(l3) of the U.S. Securities Act; any investment company registered under the U.S. Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 30l(c) or (d) of the U.S. Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees if such plan has total assets in excess of US$5,000,000; any employee benefit plan within the meaning of the U.S. Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of US$5,000,000, or, if a selfdirected plan, with investment decisions made solely by persons that are “accredited investors,” as such term is defined in Rule 501 of Regulation D of the U.S. Securities Act (which definition, as it applies to certain natural persons, has been amended by the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act);
☐ Any private business development company as defined in Section 202(a)(22) of the U.S. Investment Advisers Act of 1940;

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☐ Any organization described in Section 50l(c)(3) of the U.S. Internal Revenue Code, corporation, limited liability company, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of US$5,000,000;
☐ Any trust with total assets in excess of US$5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person (being defined as a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment);
☐ Any director, executive officer or general partner of the Company;
☐ A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his or her purchase exceeds US$l,000,000 ( note: for the purposes of calculating net worth: (i) the person’s primary residence shall not be included as an asset; (ii) indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale and purchase of securities contemplated by the accompanying Warrant Exercise Form, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of the sale and purchase of securities contemplated by the accompanying Warrant Exercise Form exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (iii) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence shall be included as a liability);
☐ Any natural person who had an individual income in excess of US$200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US$300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; or
☐ Any entity in which each of the equity owners meets the requirements of one of the above categories – if this category is selected you must identify each equity owner and provide statements from each demonstrating how they qualify as an accredited investor .
(b) the undersigned is purchasing the Common Shares for the undersigned’s own account for investment purposes;
(c) the undersigned has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of purchasing the Common Shares;
(d) the undersigned is not acquiring the Common Shares with a view to distribution thereof or with any present intention of offering or selling any of the Common Shares, except (A) to the Company, (B) outside the United States in accordance with Rule 904 under the U.S. Securities Act, or (C) in accordance with Rule 144 under the U.S. Securities Act, if available, and in compliance with applicable state securities laws;
(e) the undersigned acknowledges that the undersigned has had access to such financial and other information as the undersigned has deemed necessary in connection with the undersigned’s decision to exercise the Warrants and purchase the Common Shares;

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(f) the undersigned acknowledges that the undersigned is not purchasing the Common Shares as a result of any general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and
(g) the funds representing the purchase price for the Common Shares which will be advanced by the undersigned to the Company will not represent proceeds of crime for the purposes of the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “ PATRIOT Act ”), and the undersigned acknowledges that the Company may in the future be required by law to disclose the undersigned’s name and other information relating to the exercise of the Warrants and the undersigned’s subscription hereunder, on a confidential basis, pursuant to the PATRIOT Act. No portion of the purchase price to be provided by the undersigned (i) has been or will be derived from or related to any activity that is deemed criminal under the laws of the United States of America, or any other jurisdiction, or (ii) is being tendered on behalf of a person or entity who has not been identified to or by the undersigned, and we shall promptly notify the Company if we discover that any of such representations ceases to be true and provide the Company with appropriate information in connection therewith.

The undersigned understands that the Common Shares are being offered in a transaction not involving any public offering within the United States within the meaning of the U.S. Securities Act, and that the Common Shares have not been and will not be registered under the U.S. Securities Act.

The undersigned further understands that, unless the undersigned is a Qualified Institutional Buyer and has executed and delivered a Qualified Institutional Buyer Letter to the Company and the Warrant Agent, any Common Shares acquired by us will be in the form of definitive physical certificates and that such certificates will bear a legend reflecting the fact that we will not offer, sell or otherwise transfer any of the Common Shares, directly or indirectly, unless (i) the sale is to the Company; (ii) the sale is made outside the United States in compliance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act; or (iii) the sale is made (A) pursuant to an exemption from registration under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in compliance with any applicable state securities laws or (B) pursuant to a transaction that does not require registration under the U.S. Securities Act or applicable state securities laws, and in the case of each of (A) and (B), the seller has furnished to the Company an opinion to such effect from counsel of recognized standing reasonably satisfactory to the Company prior to such offer, sale or transfer.

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The undersigned acknowledges that you will rely upon our confirmations, acknowledgements and agreements set forth herein, and the undersigned agrees to notify you promptly in writing if any of the undersigned’s representations or warranties herein ceases to be accurate or complete.

DATED this _ day of __, 20___.

Signature of individual (if purchaser is an individual) Authorized signatory (if purchaser is not an individual) Name of Purchaser (please print) Name of authorized signatory (please print) Official capacity of authorized signatory (please print)

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Appendix “C” [ See Attached ]

LEGAL_43393439.1

SCHEDULE C

FORM OF DECLARATION FOR REMOVAL OF LEGEND

TO: Odyssey Trust Company as Warrant Agent/Registrar and transfer agent for the shares of Tactical Resources Corp. (the “ Corporation ”)

The undersigned (A) acknowledges that the sale of the ___ [warrants/common shares in the capital] of the Corporation represented by certificate number __ or held in Direct Registration System (DRS) account number _______, to which this declaration relates, is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), and (B) certifies that (1) the undersigned is not an “affiliate” (as defined in Rule 405 under the U.S. Securities Act) of the Corporation (except solely by virtue of being an officer or director of the Corporation) or a “distributor”, as defined in Regulation S, or an affiliate of a “distributor”; (2) the offer of such securities was not made to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States, or (b) the transaction was executed on or through the facilities of the Toronto Stock Exchange, the TSX Venture Exchange, the Canadian Securities Exchange or another designated offshore securities market within the meaning of Rule 902(b) of Regulation S under the U.S. Securities Act, and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States; (3) neither the seller nor any affiliate of the seller nor any person acting on their behalf has engaged in any directed selling efforts in connection with the offer and sale of such securities; (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act); (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of Regulation S under the U.S. Securities Act with fungible unrestricted securities; and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or a scheme to evade the registration provisions of the U.S. Securities Act. Unless otherwise specified, terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.

Dated: _______

X

Signature of individual (if Seller is an individual)

X

Authorized signatory (if Seller is not an individual)

Name of Seller ( please print ) Name of authorized signatory ( please print )

Official capacity of authorized signatory ( please print )

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Affirmation by Seller’s Broker-Dealer (Required for sales pursuant to Section (B)(2)(b) above)

We have read the representations of our customer __ (the “ Seller ”) contained in the foregoing Declaration for Removal of Legend, dated __, 20_, with regard to the sale, for such Seller’s account, of _ [warrants/common shares] (the “ Securities ”) of the Corporation represented by certificate number ___ or held in Direct Registration System (DRS) account number ______. We have executed sales of the Securities pursuant to Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), on behalf of the Seller. In that connection, we hereby represent to you as follows:

(1) no offer to sell Securities was made to a person in the United States;
(2) the sale of the Securities was executed in, on or through the facilities of the Toronto Stock Exchange, the TSX Venture Exchange, the Canadian Securities Exchange or another designated offshore securities market (as defined in Rule 902(b) of Regulation S under the U.S. Securities Act), and, to the best of our knowledge, the sale was not pre-arranged with a buyer in the United States;
(3) no “directed selling efforts” were made in the United States by the undersigned, any affiliate of the undersigned, or any person acting on behalf of the undersigned; and
(4) we have done no more than execute the order or orders to sell the Securities as agent for the Seller and will receive no more than the usual and customary broker’s commission that would be received by a person executing such transaction as agent.

For purposes of these representations: “ affiliate ” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the undersigned; “ directed selling efforts ” means any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the Securities (including, but not be limited to, the solicitation of offers to purchase the Securities from persons in the United States); and “ United States ” means the United States of America, its territories or possessions, any State of the United States, and the District of Columbia.

Legal counsel to the Corporation shall be entitled to rely upon the representations, warranties and covenants contained herein to the same extent as if this affirmation had been addressed to them.

Date: ________

Name of Firm

By: Authorized Signatory

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Appendix “D” [ See Attached ]

LEGAL_43393439.1

SCHEDULE “D”

QUALIFIED INSTITUTIONAL BUYER LETTER

U.S. WARRANTHOLDERS THAT ARE QUALIFIED INSTITUTIONAL BUYERS MUST REVIEW AND COMPLETE THE FOLLOWING QUALIFIED INSTITUTIONAL BUYER LETTER:

TO: Tactical Resources Corp. (the “ Company ”)

AND TO: Odyssey Trust Company (the “ Warrant Agent ”)

The undersigned is delivering this letter in connection with the purchase of warrants of the Company (the “ Warrants ”) or common shares of the Company (the “ Common Shares ” and together with the Warrants, the “ Securities ”), issued under the warrant indenture dated as of September 14, 2021, as amended, between the Company and the Warrant Agent.

(a) It is a Qualified Institutional Buyer and is authorized to consummate the purchase of the Securities.
(b) It is aware that the Securities have not been and will not be registered under the U.S. Securities Act or any state securities or “Blue Sky” laws, and that the offer and sale of the Subscription Receipts to it is being made in reliance on the exemption from registration provided by Rule 506(b) of Regulation D and similar registration exemptions under applicable state securities or “Blue Sky” laws.
(c) It is acquiring the Securities for its own account or for the account of one or more Qualified Institutional Buyer(s) with respect to which it exercises sole investment discretion and not with a view to any resale, distribution or other disposition of the Securities in violation of United States federal or state securities laws.
(d) It acknowledges that it has not purchased the Securities as a result of any “directed selling efforts” (as defined in Regulation S) or any “general solicitation” or “general advertising” (as those terms are used in Regulation D), including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the Internet, or broadcast over radio, television or on the Internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.
(e) It understands and acknowledges that the Securities acquired by it in the United States will be considered “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act (“ Restricted Securities ”). To induce the Company to issue the Securities to the undersigned without a U.S. Securities Act restrictive legend, the undersigned represents, warrants and covenants to the Company as follows (collectively, the “ Restricted Security Agreements ”): (i) if in the future it decides to offer, sell, pledge, or otherwise transfer, directly or indirectly, any of the Securities it will do so only: (A) to the Company (though the Company is under no obligation to purchase any such securities) or (B) outside the United States to a Person that is not a U.S. Person and in compliance with applicable local laws or regulations; (ii) the Securities will not be offered, sold, pledged or otherwise transferred, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons; (iii) it will cause any Clearing and Depositary Services Inc. participant holding the Securities on its behalf and the beneficial purchaser of the Securities to comply with the Restricted Security Agreements; and (iv) for so long as the Securities

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constitute Restricted Securities, it will not deposit any of the Securities into the facilities of the Depository Trust Company, or a successor depository within the United States, or arrange for the registration of any of the Securities with Cede & Co. or any successor thereto.

(f) It understands and acknowledges that the Securities acquired by it in the United States will be considered Restricted Securities. To induce the Company to issue the Securities to the undersigned without a U.S. Securities Act restrictive legend, the undersigned represents, warrants and covenants to the Company as follows (collectively, the “ Restricted Security Agreements ”): (i) if in the future it decides to offer, sell, pledge, or otherwise transfer, directly or indirectly, any of the Securities it will do so only: (A) to the Company (though the Company is under no obligation to purchase any such securities) or (B) outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws or regulations; (ii) the Securities will not be offered, sold, pledged or otherwise transferred, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons; (iii) it will cause any CDS participant holding the Securities on its behalf and the beneficial purchaser of the Securities to comply with the Restricted Security Agreements; and (iv) for so long as the Securities constitute Restricted Securities, it will not deposit any of the Securities into the facilities of the Depository Trust Company, or a successor depository within the United States, or arrange for the registration of any of the Securities with Cede & Co. or any successor thereto.
(g) It consents to the Company making a notation on their records or giving instruction to the registrar and transfer agent of the Company in order to implement the restrictions on transfer and exercise with respect to the Securities set forth and described herein.
(h) It acknowledges that the Securities will not be represented by certificates that bear a U.S. restricted legend or identified by a restricted CUSIP number in reliance on the acknowledgments, representations and agreements of the undersigned contained herein, including the Restricted Security Agreements set forth above.
(i) It acknowledges that the Securities may only be held in an account at CDS or a successor depository in Canada, and shall not be held in an account at the Depository Trust Company, or a successor depository within the United States.
(j) It has implemented, or shall immediately implement, appropriate internal controls and procedures to ensure that the Securities shall be properly identified in its records as “Restricted Securities” that are subject to the transfer restrictions set forth herein notwithstanding the absence of a U.S. restrictive legend. The representative of the undersigned whose signature appears below confirms that he or she has informed the appropriate legal or compliance personnel within their organization regarding the matters set forth in this paragraph.
(k) It understands and acknowledges that the Company is not obligated to file, and has no present intention of filing with the U.S. Securities and Exchange Commission or with any state securities regulatory authority any registration statement in respect of resales of the Securities.
(l) It understands and acknowledges that the financial statements of the Company have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, which differ in some respects from United

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States generally accepted accounting principles, and thus may not be comparable to financial statements of United States companies.

(m) It acknowledges that it has been independently advised as to, or acknowledges that it is aware, and understands that the acquisition, holding and disposition of the Securities may have tax consequences under the laws of both the United States and Canada, confirms that no representation has been made to it by or on behalf of the Company with respect thereto, and acknowledges and understands that it is its sole responsibility to determine and assess such tax consequences as may apply to its particular circumstances.
(n) The undersigned represents and warrants that (a) the funds representing the subscription price for the Securities which will be advanced by it to the Company will not represent proceeds of crime for the purposes of the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act (the “ PATRIOT Act ”), and it acknowledges that the Company may in the future be required by law to disclose its name and other information relating to the Offering and the its subscription hereunder, on a confidential basis, pursuant to the PATRIOT Act, and (b) no portion of the subscription price to be provided by it (i) has been or will be derived from or related to any activity that is deemed criminal under the laws of the United States of America or any other jurisdiction, or (ii) is being tendered on behalf of a person or entity that has not been identified to or by it, and it shall promptly notify the Company if it discovers that any of such representations ceases to be true and provide the Company with appropriate information in connection therewith.
(o) The undersigned is aware that its ability to enforce civil liabilities under the United States federal securities laws may be affected adversely by, among other things: (i) the fact that the Company is organized under the laws of the Province of British Columbia; (ii) some or all of the directors and officers may be residents of countries other than the United States; and (iii) all or a substantial portion of the assets of the Company and such persons may be located outside the United States.
(p) The Company has provided to it the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and it has had access to such information concerning the Company as it has considered necessary or appropriate in connection with its investment decision to acquire the Securities and that any answers to questions and any request for information have been complied with to the undersigned’s satisfaction. The undersigned has such knowledge and experience in financial and business matters as to be capable of evaluating independently the merits and risks of its investment and it, and any account for which it is acting, is able to bear the economic risk of loss of its investment in the Securities.
(q) The office or other address of the undersigned at which the undersigned received and accepted the offer to purchase the Securities is the address listed below.
(r) The provisions of this Qualified Institutional Letter will be true and correct as of the date of purchase of the Securities and any exercise of the Warrant and will survive after the date of execution of this letter.

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LEGAL_43396693.3

DATED at ____ this day of ___, 20_.

Name of Entity

Type of Entity

Signature of Person Signing

Print or Type Name and Title of Person Signing

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LEGAL_43396693.3

AI assistant

Tactical Resources Corp. Capital/Financing Update 2024

47976_rns_2024-03-14_b01edda4-bfcb-42ec-bb1e-1c0e225bdd24.pdf

TACTICAL RESOURCES CORP.

ODYSSEY TRUST COMPANY

FIRST SUPPLEMENTAL WARRANT INDENTURE

THIS FIRST SUPPLEMENTAL WARRANT INDENTURE is dated as of March 12, 2024.

BETWEEN:

WHEREAS :

[ Remainder of Page Intentionally Left Blank ]

TACTICAL RESOURCES CORP.

ODYSSEY TRUST COMPANY

SCHEDULE A

FORM OF WARRANT CERTIFICATE

WARRANTS TO PURCHASE COMMON SHARES OF TACTICAL RESOURCES CORP.

TACTICAL RESOURCES CORP.

ODYSSEY TRUST COMPANY

EXERCISE FORM

NOTE TO BROKER: DEPOSIT SHOULD BE KEYED INTO CDS AS AN INSTANT DEPOSIT

TRANSFER FORM

CERTAIN REQUIREMENTS RELATING TO TRANSFRS – READ CAREFULLY

OR

REASON FOR TRANSFER – FOR US RESIDENTS ONLY

Appendix “B”

SCHEDULE B

FORM OF U.S. PURCHASER CERTIFICATION UPON EXERCISE OF WARRANTS

SCHEDULE C

FORM OF DECLARATION FOR REMOVAL OF LEGEND

X

X

Affirmation by Seller’s Broker-Dealer (Required for sales pursuant to Section (B)(2)(b) above)

SCHEDULE “D”

QUALIFIED INSTITUTIONAL BUYER LETTER

AI assistant

Tactical Resources Corp. — Capital/Financing Update 2024

47976_rns_2024-03-14_b01edda4-bfcb-42ec-bb1e-1c0e225bdd24.pdf

TACTICAL RESOURCES CORP.

ODYSSEY TRUST COMPANY

FIRST SUPPLEMENTAL WARRANT INDENTURE

THIS FIRST SUPPLEMENTAL WARRANT INDENTURE is dated as of March 12, 2024.

BETWEEN:

WHEREAS :

[ Remainder of Page Intentionally Left Blank ]

TACTICAL RESOURCES CORP.

ODYSSEY TRUST COMPANY

SCHEDULE A

FORM OF WARRANT CERTIFICATE

WARRANTS TO PURCHASE COMMON SHARES OF TACTICAL RESOURCES CORP.

TACTICAL RESOURCES CORP.

ODYSSEY TRUST COMPANY

EXERCISE FORM

NOTE TO BROKER: DEPOSIT SHOULD BE KEYED INTO CDS AS AN INSTANT DEPOSIT

TRANSFER FORM

CERTAIN REQUIREMENTS RELATING TO TRANSFRS – READ CAREFULLY

OR

REASON FOR TRANSFER – FOR US RESIDENTS ONLY

Appendix “B”

SCHEDULE B

FORM OF U.S. PURCHASER CERTIFICATION UPON EXERCISE OF WARRANTS

SCHEDULE C

FORM OF DECLARATION FOR REMOVAL OF LEGEND

X

X

Affirmation by Seller’s Broker-Dealer (Required for sales pursuant to Section (B)(2)(b) above)

SCHEDULE “D”

QUALIFIED INSTITUTIONAL BUYER LETTER

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Tactical Resources Corp. Capital/Financing Update 2024