TDG Gold Corp - Merger & Acquisition 2021

TDG GOLD CORP.

KINGSGATE CONSOLIDATED LIMITED

MINERA KINGSGATE CHILE LIMITADA

LAGUNA EXPLORATION PTY. LTD.

PURCHASE AGREEMENT

For the Purchase of

Laguna Resources Chile Limitada

October 12, 2021

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PART	1	INTERPRETATION ................................................................................................................... 4
1.1		DEFINITIONS.............................................................................................................................. 4
1.2		SCHEDULES.............................................................................................................................. 11
1.3		INTERPRETATION..................................................................................................................... 12
1.4		GOVERNINGLAW ANDCHOICE OFFORUM............................................................................. 13
1.5		SEVERABILITY......................................................................................................................... 13
1.6		ENTIREAGREEMENT............................................................................................................... 13
1.7		WAIVER................................................................................................................................... 13
PART	2	PURCHASE AND SALE ........................................................................................................... 14
2.1		PURCHASE ANDSALE OFLAGUNAINTEREST.......................................................................... 14
2.2		PAYMENT OFPURCHASEPRICE............................................................................................... 14
2.3		RESALERESTRICTIONS ANDTSXV REQUIREMENTS.............................................................. 15
2.4		SHARECAPITALADJUSTMENTS.............................................................................................. 15
2.5		TRANSFERTAXES.................................................................................................................... 15
2.6		CALCULATION OFADJUSTMENTS ANDPOST-CLOSINGRECONCILIATION.............................. 16
PART	3	REPRESENTATIONS AND WARRANTIES OF THE VENDOR ...................................... 18
3.1		REPRESENTATIONS ANDWARRANTIESRELATING TO THEVENDOR....................................... 18
3.2		REPRESENTATIONS ANDWARRANTIESRELATING TOLAGUNA AND ITSSUBSIDIARIES......... 20
3.3		OTHERREPRESENTATIONS...................................................................................................... 28
3.4		SURVIVAL................................................................................................................................ 28
3.5		RELIANCE................................................................................................................................ 28
PART	4	REPRESENTATIONS AND WARRANTIES OF THE PURCHASER ............................... 28
4.1		REPRESENTATIONS ANDWARRANTIES................................................................................... 28
4.2		OTHERREPRESENTATIONS...................................................................................................... 32
4.3		SURVIVAL................................................................................................................................ 32
4.4		RELIANCE................................................................................................................................ 32
PART	5	COVENANTS ............................................................................................................................. 32
5.1		COVENANTS OF THEVENDOR.................................................................................................. 32
5.2		POST-CLOSINGCOVENANT OF THEVENDOR.......................................................................... 36
5.3		COVENANTS OF THEPURCHASER............................................................................................ 36
5.4		POST-CLOSINGCOVENANT OF THEPURCHASER..................................................................... 36
5.5		MUTUALCOVENANTS............................................................................................................. 37
5.6		CONFIDENTIALITY................................................................................................................... 37
5.7		PRESSRELEASES.....................................................................................................................39
5.8		MAINTENANCE OFBOOKS ANDRECORDS............................................................................... 39
5.9		TAXFILINGS............................................................................................................................ 40
5.10		COMPLETION OFFEASIBILITYSTUDY..................................................................................... 40
PART	6	CLOSING ................................................................................................................................... 40
6.1		CLOSINGDATE ANDLOCATION.............................................................................................. 40
6.2		VENDOR’SCLOSINGDOCUMENTS........................................................................................... 40

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6.3	PURCHASER’SCLOSINGDOCUMENTS..................................................................................... 41
PART	7 MUTUAL CONDITIONS PRECEDENT ................................................................................ 41
7.1	MUTUALCONDITIONSPRECEDENT......................................................................................... 41
PART	8 PURCHASER’S CONDITIONS PRECEDENT ..................................................................... 41
8.1	PURCHASER’SCONDITIONS..................................................................................................... 41
8.2	WAIVER/SURVIVAL................................................................................................................. 43
PART	9 VENDOR’S CONDITIONS PRECEDENT............................................................................. 43
9.1	VENDOR’SCONDITIONS.......................................................................................................... 43
9.2	WAIVER/SURVIVAL................................................................................................................. 44
PART	10 INDEMNITIES ........................................................................................................................ 44
10.1	INDEMNIFICATION OFPURCHASER.......................................................................................... 44
10.2	VENDOR’SLIMITATIONS......................................................................................................... 45
10.3	INDEMNIFICATION OFVENDOR...............................................................................................45
10.4	PURCHASER’SLIMITATIONS.................................................................................................... 46
10.5	CLAIMSUNDERVENDOR’SINDEMNITY.................................................................................. 46
10.6	CLAIMSUNDERPURCHASER’SINDEMNITY............................................................................ 47
10.7	INTEREST ONLOSSES............................................................................................................... 48
10.8	TAXES...................................................................................................................................... 48
PART	11 TERMINATION, AMENDMENT AND WAIVER .............................................................. 49
11.1	TERMINATION.......................................................................................................................... 49
11.2	NOTICE OFTERMINATION........................................................................................................ 49
11.3	EFFECT OFTERMINATION........................................................................................................ 49
11.4	AMENDMENT........................................................................................................................... 49
11.5	EXTENSION ANDWAIVER........................................................................................................ 50
PART	12 GENERAL ................................................................................................................................ 50
12.1	EXPENSES................................................................................................................................ 50
12.2	TIME........................................................................................................................................ 50
12.3	NOTICES................................................................................................................................... 50
12.4	JOINT ANDSEVERALOBLIGATIONS OF THEVENDOR............................................................. 51
12.5	FURTHERASSURANCES........................................................................................................... 51
12.6	ENUREMENT............................................................................................................................ 51
12.7	ASSIGNMENT........................................................................................................................... 51
12.8	COUNTERPARTS....................................................................................................................... 51

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PURCHASE AGREEMENT

THIS AGREEMENT is made as of October 12, 2021,

AMONG:

TDG GOLD CORP. , a corporation existing under the laws of British Columbia, having an office at Unit 1 – 15782 Marine Drive, White Rock, B.C. V4B 1E6

(the “ Purchaser ”)

AND:

KINGSGATE CONSOLIDATED LIMITED, a company existing under the laws of Australia, having an office at

(“ Kingsgate ”)

AND:

MINERA KINGSGATE CHILE LIMITADA, a company existing under the laws of Chile, having an office at

(“ MKCL ”)

AND:

LAGUNA EXPLORATION PTY LIMITED, a company existing under the laws of Australia, having an office at

(“ Laguna Exploration ”, collectively with Kingsgate and MKCL, the

“ Vendor ”)

WHEREAS:

A. MKCL and Laguna Exploration are the indirect wholly-owned subsidiaries of Kingsgate;

B. MKCL and Laguna Exploration collectively hold 100% of the social capital and ownership rights (the “ Laguna Interest ”) of Laguna Resources Chile Limitada (“ Laguna ”), a limited liability company existing under the laws of Chile, Chilean Tax Payer number , incorporated in Chile by public deed dated April 28, 2009, granted at the Public Notary of Santiago of Mr. Patricio Zaldivar Mackenna, number , which excerpt was registered at page , number , of the Registry of Commerce of the Real Estate Registrar of Santiago, corresponding to the year 2009, and published in the Chilean Official Gazette of May 11, 2009;

C. Laguna owns 100% of the Nueva Esperanza Project (as hereinafter defined), located in Chile; and

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D. The Vendor has agreed to sell and assign to the Purchaser and the Purchaser has agreed to purchase and acquire from the Vendor, the Laguna Interest, on the terms and conditions hereinafter set forth,

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and mutual agreements and covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties covenant and agree as follows:

PART 1 INTERPRETATION

1.1 Definitions

In this Agreement the following words and phrases shall have the following meanings:

(a) “ Adjustments ” means (i) any deferred royalty or other payments, licences or fees due as at the Closing Date in respect of the Nueva Esperanza Project, (ii) deferred payments or other amounts outstanding pursuant to any Material Contract as at the Closing Date, (iii) any liabilities or obligations of Laguna pursuant to Tax Laws based on facts or circumstances arising on or before the Closing Date, regardless of when such liabilities may be assessed by a Government Authority; (iv) any costs related to the sale of Laguna whether or not accrued at the Closing Date; and (v) any liabilities or obligations of Laguna as at the Closing Date, whether accrued or contingent, less the amount of any current assets of Laguna as at the Closing Date excluding current assets that are not realizable as cash or cash equivalents;
(b) “ Affiliate ” has the meaning ascribed thereto under the Securities Act (British Columbia);
(c) “ Assets ” means all property or assets of any nature or kind, whether real or personal, tangible or intangible, corporeal or incorporeal, and includes any interest therein;
(d) “ Authorization ” means, with respect to any Person, any authorization, order, permit, approval, grant, licence, consent, right, waiver, franchise, privilege, certificate, judgment, award, determination, direction or decree of any Government Authority, whether or not having the force of law, having jurisdiction or authority over such Person;
(e) “ Books and Records ” means all books, accounts, records, files, documents and other written information relating to Laguna, its Assets and businesses or the Nueva Esperanza Project, which are situated at its offices or otherwise under its control, or that of the Vendor;
(f) “ Business Day ” means any day, other than a Saturday, Sunday or any statutory holiday, when banks are open for business in the cities of Vancouver, British Columbia, Canada, Santiago, Chile and Sydney, New South Wales, Australia;
(g) “ Business Information ” means all financial, operating, technical and other information, data, knowledge and know-how in whatever form and however communicated, developed, conceived, originated or obtained in connection with the Nueva Esperanza Project, including exploration results, metallurgical test results,

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engineering studies, mine plans, feasibility reports and calculations of mineral reserves and resources, in the possession of, or owned by, Laguna, the Vendor or the Vendor’s Affiliates;

(h) “ Closing ” means the completion of the transactions of purchase and sale contemplated in this Agreement;
(i) “ Closing Date ” means the date that is five Business Days following the date that all of the Conditions Precedent in PART 7, PART 8 and PART 9 are satisfied or waived in accordance with the terms of this Agreement, or such other day as is agreed between the Parties in writing;
(j) “ Closing Time ” means 10:00 a.m. (Vancouver time) on the Closing Date or such other time as may be agreed to in writing by the parties;
(k) “ Commercial Production Date ” means the date that the commercial exploitation of ore has commenced on the Nueva Esperanza Project, which shall be determined as follows:

(i) if a plant is located on the Nueva Esperanza Project, the Commercial Production Date shall be the first day of the month following the first period of 30 consecutive days during which ore has been processed through such plant for not less than 20 days at an average rate of not less than 85% of the initial rated capacity of such plant, or

(ii) if no plant is located on the Nueva Esperanza Project, on the first day of the month following the first period of 30 consecutive days during which Ore has been shipped from the Property on a regular basis for the purpose of processing and earning revenue;

provided that any milling for the purpose of testing or milling or leaching by a pilot plant or during the initial tune-up period of a plant shall not be considered when determining whether the Commercial Production Date has occurred;

(l) “ Concurrent Financing ” means an equity financing to be completed by the Purchaser on or before the Closing Date to raise minimum gross proceeds of $35,000,000;
(m) “ Consents and Notices ” means:
(i) all requirements of any Government Authorities;
(ii) all Authorizations;
(iii) all consents, approvals or notices required to be given to or received from any Person pursuant to a Material Contract;
(iv) all filings, registrations or notices to any Government Authority required under Law; and
(v) the expiration of all notice periods established under Law, established by any Government Authority or established pursuant to any Material Contract,

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necessary to permit the consummation of the transactions contemplated by this Agreement;

(n) “ Construction Decision Date ” means the date that the Purchaser announces that it will commence construction of a mine on the Nueva Esperanza Project for the commercial extraction of ore, which, for greater certainty, shall not include the commencement of any bulk sampling operation;
(o) “ Corporate Records ” means the corporate records of Laguna, including constating documents and registrations, accounting and tax records, and registers, registers of officers or administrators, list of bank accounts, powers of attorneys and signing authorities and minutes or records of partners or administrators agreements;
(p) “Defense File ” means the defense file provided by the Vendor to the Purchaser before the date of the Laguna Assignment Agreement, with all relevant information confirming that the sale or transfer of Laguna interest carried out by the Vendor results in a capital loss and therefore the withholding tax payable by the Purchaser in respect of the sale and purchase of the ownership rights to this agreement and Laguna Assignment Agreement is USD $0, including but not limited to:
(i) Tax analysis of the sale and purchase of the Laguna Interest pursuant to Laguna Assignment Agreement and documents indicating the legal provision and arguments confirming the capital loss;
(ii) The tax cost the Vendor has in Laguna including public deeds, promissory notes, bank statements, bank and Chilean Central Bank certificates and wire transfer that prove the funds were entered into Laguna, whether they correspond to capital increases or debt capitalisation; and
(iii) A report issued by PwC Chile that contains the income tax law provisions applicable and the calculation of any gain or losses resulting from the sale and purchase contemplated by the Laguna Assignment Agreement as provided by Resolution N° 42/2015 issued by the Chilean IRS.
(q) “ Employee Plan ” means any retirement, pension, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, health, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or other employee compensation or benefit plan, arrangement, policy, program or practice (whether provided on a pre- or post-retirement basis) which is maintained, or otherwise contributed to or required to be contributed to, by Laguna;
(r) “ Employment Legislation ” means, collectively, Laws (as defined below) relating to or regulating employment and/or social security, including those relating to health, unemployment, insurance, pensions, wages, hours, collective bargaining and concerted employee activity, occupational health and safety, mine safety, non-discrimination laws , hazardous materials, employment standards, whistleblowers and non-retaliation, leaves of absence, plant closing or mass layoffs, job training, pay equity and workers’ compensation applicable in Chile or in any other jurisdiction in which Laguna conducts business;

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(s) “ Encumbrance ” means any lien, royalty, security interest, debt, option, condition, mortgage, deed of trust, charge, restriction on use of enjoyment, lease, pledge, proxy, voting trust or agreement, obligation, option, right of first refusal, easement, reversionary interest, understanding or arrangement, whether contingent or absolute, imposing any restriction on title, possession or use or other restrictions on use, title, assignment or transfer;
(t) “ Environmental Authorities ” means Government Authorities having jurisdiction under any applicable Environmental Laws;
(u) “ Environmental Laws ” means all Chilean federal, state, regional, municipal, and local laws, statutes, codes, ordinances, decrees, rules, regulations, by-laws, policies, guidelines, requirements, directives, recommendations, Judgments and other requirements of any Chilean government or political subdivision, agency or instrumentality or of any court, tribunal or other similar body, relating to health, safety, protection or preservation of the environment or humans or the manufacture, processing, distribution, use, treatment, storage, disposal, discharge, release, transport, sale or handling of Hazardous Substances;
(v) “Equipment” means all equipment, machinery or other personal property located on the Property being used or purchased for the Nueva Esperanza Project;
(w) “ Feasibility Study Date ” means the date that the Purchaser publishes a NI 43-101 compliant technical report in respect of the Nueva Esperanza Project that qualifies as a “feasibility study” pursuant to NI 43-101;
(x) “ Government Authority ” means:
(i) any domestic or foreign, national, federal, provincial, state, regional, municipal, county or other local government;
(ii) any body exercising any statutory, regulatory, expropriation or taxing authority on behalf or under the authority of any of the governments described in (i) above or any Laws, including any ministry, department, commission, bureau, board, administrative or other agency, regulatory body or instrumentality thereof;
(iii) any quasi-governmental or private body exercising any statutory, regulatory, expropriation or taxing authority operating under the authority of any of the governments described in (i) above or any Laws;
(iv) any stock exchange upon which any of the securities of a Party are listed; and
(v) any domestic or foreign judicial, quasi-judicial or administrative court, tribunal, commission, board or panel acting under the authority of any of the governments described in (i) above or any Laws;
(y) “ Hazardous Substances ” means any contaminant, pollutant, dangerous substance, liquid waste, industrial waste, hauled liquid waste, toxic substance, special waste, solid waste, hazardous waste, hazardous material or hazardous substance including, but not limited to, any material regulated because of its effect or potential effect on health, safety or the environment; all as defined in or pursuant to any Environmental Law;

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(z) “ IFRS ” means International Financial Reporting Standards issued by the International Accounting Standards Board, namely, the standards, interpretations and the framework for the preparation and presentation of financial statements (in the absence of a standard or interpretation), as adopted in Canada by the Accounting Standards Board of the Chartered Professional Accountants of Canada, that are applicable to the circumstances as of the date of determination;
(aa) “ Inter-Company Debt ” means all of the debts of Laguna owing to the Vendor or its Affiliates, which are set out in Schedule “C”;
(bb) “ Investor Rights Agreement ” means the investor rights agreement between the Purchaser and Kingsgate, to be entered into at the Closing Time, substantially in the form set out in Schedule “A”;
(cc) “ Judgment ” means, any judgment, decree, order, decision, injunction, award or ruling of any Government Authority;
(dd) “ Laguna Assignment Agreement ” means the agreement to be granted by public deed in Chile by the Purchaser and/or the Person(s) appointed by the Purchaser and the Vendor substantially in the same terms described on Schedule “M”, subject to amendment to reflect the terms of Section 2.7, at the Chilean public notary to be designated by the Purchaser;
(ee) “ Laguna Financial Statements ” means the annual comparative financial statements of Laguna for the financial years ended December 31, 2020 and 2019, and the six month periods ended June 30, 2021 and 2020, attached as Schedule “E”;
(ff) “Laguna Interest ” has the meaning ascribed to that term in Recital B of this Agreement;
(gg) “ Laws ” means all domestic or foreign federal, national, provincial, state, regional, municipal, local or other constitutions, treaties, laws, statutes, codes, ordinances, decrees, rules, regulations, by-laws, policies, voluntary restraints, guidelines, requirements, directives and any Judgments, including general principles of civil or common law, binding on or affecting the Person or Assets referred to in the context in which such word is used and/or the transaction contemplated herein;
(hh) “ material ” means, with respect to any fact, circumstance, term, Asset, agreement, obligation, liability, covenant, sale, disposition, expenditure, event, change, compliance, breach, violation, default or other action, occurrence or effect (collectively, for purposes of this definition and the definition of “ Materially Adverse ” below, a “ fact ”) with respect to any Person, a fact which is material to the financial condition, operations, results of operations, business, properties, assets, capital, prospects, capacities, rights or liabilities (collectively, for purposes of this definition and the definition of “ Materially Adverse ” below, the “ condition ”) of that Person and its Subsidiaries, taken as a whole, provided that, for all purposes of this Agreement, a fact, shall be deemed not to be material to a Person unless it affects or would reasonably be expected to affect the condition of such Person and its Subsidiaries, taken as a whole, to an extent of not less than $ 250,000;

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(ii) “ Materially Adverse ” means, with respect to a Person, a fact that is or could reasonably be expected to be material and adverse to the condition of that Person and its Subsidiaries, taken as a whole, provided that, for all purposes of this Agreement, a fact shall be deemed not to be Materially Adverse to a person unless the effect of such fact is or could reasonably be expected to be, or, in the case of any fact described in Sections 3.1, 3.2 or 4.1, is, or could reasonably be expected to be, when combined with any other fact described in Sections 3.1, 3.2 or 4.1 (without duplication), material and adverse to the condition of such Person and its Subsidiaries, taken as a whole, to an extent of not less than $ 250,000;
(jj) “ Material Contracts ” means those subsisting agreements, contracts, instruments, leases and other commitments, oral or written, entered into by Laguna or by which Laguna is bound, which:
(i) have total payment obligations on the part of Laguna exceed $250,000;
(ii) are for a term extending beyond two years after the Closing Date;
(iii) are material to the Nueva Esperanza Project or Laguna; or
(iv) have been entered into outside of the ordinary course of business;
(kk) “ NI 43-101 ” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects , as published by the Canadian Securities Administrators;
(ll) “ NI 45-106 ” means National Instrument 45-106 – Prospectus Exemptions , as published by the Canadian Securities Administrators;
(mm) “ NI 51-102 ” means National Instrument 51-102 – Continuous Disclosure Obligations as published by the Canadian Securities Administrators;
(nn) “ Nueva Esperanza Project ” means the silver-gold exploration property more particularly described on Schedule “D”, including the Property, Equipment, Mining Easements, Material Contracts, Business Information and any other Assets related thereto;
(oo) “ Parties ” means the Vendor and the Purchaser;
(pp) “ Permitted Encumbrances ” means:
(i) Encumbrances imposed by law for taxes that are not yet due;
(ii) deposits to secure the performance of bids, trade contracts, leases, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;
(iii) mechanics liens not material to such Person or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves are being maintained, statutory liens arising in the ordinary course of business, and deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance, social security and other like Laws;

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(iv) zoning restrictions and similar Encumbrances on real property imposed by Laws that do not secure any monetary obligations and do not result in a Material Adverse effect;
(v) the licenses or fees that are not yet due payable to governmental or other public authorities or agencies by statutory provisions for the continuance of mining properties or tenements; and
(vi) the rights reserved to or vested in municipalities or governmental or other public authorities or agencies by statutory provisions or by the terms of leases, licenses, franchises, grants or permits, which affect any land to terminate any such leases, licenses, franchises, grants or permits or to require annual or other payments as a condition to the continuance thereof;
(qq) “ Person ” includes an individual, corporation, body corporate, partnership, joint venture, association, trust or unincorporated organization or any trustee, executor, administrator or other legal representative thereof;
(rr) “ Proceeding ” means any action, claim, cause of action, suit or proceeding, including appeals or applications for review, before or by any Government Authority, arbitrator or arbitration board or any investigation or inquiry by any Government Authority;
(ss) “ Products ” means all ores, concentrates, minerals and mineral resources produced from the Property;
(tt) “ Property ” has the meaning ascribed to that term in Section 3.2(r);
(uu) “ Purchase Price ” has the meaning ascribed to that term in Section 2.1;
(vv) “ Purchaser’s Certificate ” means the certificate to be delivered at Closing under Subsection 9.1(c)(iv);
(ww) “ Purchaser’s Solicitors ” means the law firm of Maxis Law Corporation;
(xx) “ Reclamation Bonds ” means all cash deposits and other forms of security held in the name of or on behalf of Laguna in connection with reclamation obligations in respect of the Nueva Esperanza Project;
(yy) “ Subsidiary ” means in relation to a Person, a body corporate, that is a subsidiary of such Person within the meaning of the Securities Act (British Columbia);
(zz) “ Taxes ” means all federal, state, provincial, territorial, county, municipal, local or foreign taxes, duties, imposts, levies, assessments, tariffs and other charges imposed, assessed or collected by a Government Authority including, (i) any gross income, net income, gross receipts, business, royalty, capital, capital gains, goods and services, value added, severance, stamp, franchise, occupation, premium, capital stock, sales and use, immovable property, land transfer, movable property, ad valorem, transfer, license, profits, windfall profits, environmental, payroll, employment, employer health, pension plan, anti-dumping, countervail, excise or utility tax, (ii) all withholdings on amounts paid to or by the relevant person, (iii) all employment insurance premiums and any other Governmental Authority pension plan contributions

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or premiums (iv) any fine, penalty, interest, or addition to tax, (v) any tax imposed, assessed, or collected or payable pursuant to any tax-sharing agreement or any other contract relating to the sharing or payment of any such tax, levy, assessment, tariff, duty, deficiency, or fee, and (vi) any liability (whether known or unknown, whether assorted or unassorted, whether absolute or contingent, whether matured or unmatured, and whether determined or undetermined) for any of the foregoing as a transferee, successor, guarantor, or by contract or by operation of law;

(aaa) “ Tax Laws ” means all Chilean, Australian or Canadian Laws relating to Taxes, levies or other like assessments, charges, customs duties or fees (including estimated Taxes, charges and fees) that are applicable to a Person;
(bbb) “ Termination Date ” means October 31, 2021, subject to extension pursuant to Section 2.7;
(ccc) “TDG Shares” means the common shares in the capital of the Purchaser;
(ddd) “ TSXV ” means the TSX Venture Exchange;
(eee) “ Vendor’s Certificate ” means the certificate to be delivered at Closing under Subsection 8.1(d)(v); and
(fff) “ Water Rights Agreement ” means the usufruct of water rights agreement between Laguna and Anglo American Chile Inversiones S.A. dated April 27, 2011, and registered at page 1, number 1, of the Water Mortgages and Encumbrances Registry of the Real Estate Registrar of Chañaral, corresponding to the year 2011.

1.2 Schedules

The following are the Schedules to this Agreement and are incorporated into and form an integral part of this Agreement:

Schedule A	Investor Rights Agreement
Schedule B	Reserved
Schedule C	Inter-Company Debt
Schedule D	The Property
Schedule E	Laguna Financial Statements
Schedule F	Corporate Information of Laguna
Schedule G	Bank Accounts
Schedule H	Material Contracts
Schedule I	Authorizations
Schedule J	Reclamation Bonds
Schedule K	Employment Agreements
Schedule L	Insurance Policies
Schedule M	Form of Laguna Assignment Agreement
Schedule N	Prepayments
Schedule O	Equipment

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1.3 Interpretation

For the purposes of this Agreement, except as otherwise expressly provided herein:

(a) “ this Agreement ” means this Agreement, including the Schedules hereto, as it may from time to time be supplemented or amended;
(b) the words “ herein ”, “ hereof ” and “ hereunder ” and other words of similar import refer to this Agreement as a whole and not to any particular Part, Section, Subsection or other subdivision or Schedule;
(c) the singular of any term includes the plural and vice versa and the use of any term is equally applicable to any gender;
(d) the word “ or ” is not exclusive and the word “ including ” is not limiting (whether or not non-limiting language such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto);
(e) all accounting terms not otherwise defined in this Agreement have the meanings assigned to them in accordance with IFRS, applied on a consistent basis with prior years;
(f) except as otherwise provided, any reference to a statute includes and is a reference to such statute and to the regulations made pursuant thereto with all amendments made thereto and in force from time to time, and to any statute or regulations that may be passed which have the effect of supplementing or superseding such statute or regulations;
(g) where the phrase “ to the best of the knowledge of ” or phrases of similar import are used in this Agreement with respect to the Vendor, this shall refer to the actual knowledge of Ross Coyle, Company Secretary of Kingsgate, and Jamie Gibson, Senior Consulting Executive of Kingsgate, and where such phrases are used with respect to the Purchaser, this shall refer to the actual knowledge of Fletcher Morgan, Chief Executive Officer of the Purchaser, and Dan O’Brien, Chief Financial officer of the Purchaser, and in each case it shall be a requirement that the persons indicated shall have made such due enquiries as are reasonably necessary to enable such person to make the statement or disclosure;
(h) the headings to the Parts, Sections and Subsections of this Agreement are inserted for convenience only and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof;
(i) any reference to a corporate entity includes and is also a reference to any corporate entity that is a successor to such entity;
(j) each of the parties acknowledge that this Agreement is the product of arm’s length negotiation between the parties, each having obtained its own independent legal advice, and that this Agreement shall be construed neither strictly for nor strictly against any party irrespective of which party was responsible for drafting this Agreement;

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(k) the representations, warranties, covenants and agreements contained in this Agreement shall not merge at the Closing and shall continue in full force and effect from and after the Closing Date for the applicable period set out in this Agreement;
(l) unless otherwise specifically noted, all references to money or dollar amounts in this Agreement are or shall be to money in lawful money of Canada. If it is necessary to convert money from another currency to lawful money of Canada, such money shall be converted to lawful money of Canada using the exchange rate posted by the Bank of Canada on the Business Day immediately preceding the date on which such payment is due, or, if such payment has been made prior to the due date, on the Business Day immediately preceding the date of payment; and
(m) if any action is required to be taken under this Agreement on a day that is not a Business Day, such action will be required to be taken on the next succeeding day which is a Business Day.

1.4 Governing Law and Choice of Forum

This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without giving effect to any rule or principle of the conflict of laws that would apply the laws of any other jurisdiction, and the parties hereby irrevocably agree to attorn to the exclusive jurisdiction of the Courts of British Columbia.

1.5 Severability

If an arbitrator, court or other tribunal of competent jurisdiction determines that any one or more of the provisions contained in this Agreement is invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of such provision or provisions shall not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, unless in either case as a result of such determination this Agreement would fail in its essential purpose.

1.6 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, oral or written, by and between any of the parties with respect to the subject matter hereof, including the letters of intent between the Purchase and Kingsgate dated April 8, 2021 and June 15, 2021.

1.7 Waiver

If any party breaches any provision of this Agreement, the failure of any other party to require strict performance will not constitute a waiver of such breach or otherwise prejudice the other party from subsequently enforcing the provisions hereof as they relate to the breach in question or any similar or other breach. No waiver of any of the provisions of this Agreement will be deemed to constitute a waiver of any other provision (whether or not similar) of this Agreement, nor will such waiver constitute a continuing waiver unless otherwise expressly provided in writing duly executed by the party to be bound thereby.

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PART 2 PURCHASE AND SALE

2.1 Purchase and Sale of Laguna Interest

Subject to the terms and conditions of this Agreement, the Vendor agrees to sell and assign to the Purchaser and/or the Person(s) appointed by the Purchaser the Laguna Interest, free and clear of all Encumbrances, and the Purchaser agrees to purchase and acquire by itself and/or by the Person(s) appointed by the Purchaser the Laguna Interest from the Vendor in consideration for the cash payments and/or securities set out in Section 2.2 (collectively, the “ Purchase Price” ).

2.2 Payment of Purchase Price

The Purchaser and/or the Person(s) appointed by the Purchaser shall pay the Purchase Price to the Vendor as follows:

(a) TDG shall pay to the Vendor at the Closing Time $25,000,000, less any Adjustments, by way of a wire transfer to an account designated in advance of Closing by Kingsgate;
(b) `TDG shall issue to the Vendor at the Closing Time TDG Shares that will constitute 14% of all outstanding TDG Shares as at the Closing Time, inclusive of any TDG Shares issued or to be issued pursuant to the Concurrent Financing;
(c) TDG shall pay to the Vendor on or before the date that is three months following the Feasibility Study Date $6,250,000, less any Adjustments that were not identified as at the Closing Time or otherwise were not deducted from the payment pursuant to Section 2.2(a), by way of a wire transfer to an account designated in advance of such payment by Kingsgate;
(d) TDG shall, at the sole election of TDG: (i) pay to the Vendor on or before the Construction Decision Date $5,000,000 by way of a wire transfer to an account designated in advance of such payment by Kingsgate; or, alternatively, (ii) at the sole election of TDG, issue 10,000,000 TDG Shares to Kingsgate;
(e) TDG shall, at the sole election of TDG: (i) pay to the Vendor on or before the first anniversary of the Commercial Production Date $5,000,000, by way of a wire transfer to an account designated in advance of such payment by Kingsgate; or, alternatively, (ii) issue 10,000,000 TDG Shares to the Vendor; and
(f) TDG shall pay to the Vendor on or before the second anniversary of the Commercial Production Date $8,750,000, by way of a wire transfer to an account designated in advance of such payment by Kingsgate.

For greater certainty, the Laguna Assignment Agreement will also provide for the payment of the Purchase Price by the Purchaser to the Vendor, and such obligation shall constitute the same obligation as the payment of the Purchase Price hereunder, with all payments under this Agreement or the Laguna Assignment Agreement being understood to satisfy the relevant instalments of the Purchase Price in both this Agreement and the Laguna Assignment Agreement for all legal and contractual purposes applicable under any Laws. Furthermore, in case any of the payments mentioned in Sections 2.2(d) and 2.2(e) are made in TDG Shares, the Parties agree that the Laguna Assignment Agreement shall be amended by public deed in Chile to reflect the relevant payment in TDG Shares issued to the Vendor, considering as value of

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those shares the volume weighted average trading price of the issued TDG Shares for the 5 trading days prior to the date of issuance of such shares.

2.3 Resale Restrictions and TSXV Requirements

The Vendor acknowledges that the TDG Shares issued by the Purchaser to the Vendor pursuant to this Agreement will be subject to resale restrictions imposed under applicable securities Laws or by the TSXV until the date that is four months and one day from the Closing Date, and agrees to comply with such restrictions, to the extent applicable. The Vendor agrees to comply with all requirements of the TSXV in connection with the issuance of the TDG Shares to the Vendor, including filing a Personal Information Form with the TSXV.

2.4 Share Capital Adjustments

In the event of any capital reorganization or any reclassification of the capital of the Purchaser, including any share subdivision or consolidation of the TDG Shares, or in the case of the consolidation, merger, amalgamation or other business combination of the Purchaser with or into any other company (in each case, a “Reorganization”), the number of TDG Shares to be issued to the Vendor pursuant to Sections 2.2(d) and 2.2(e) will be adjusted such that the Vendor will receive the same proportionate number of TDG Shares (or securities of any entity resulting from such Reorganization) as it would be entitled to receive had it held 10,000,000 TDG Shares immediately prior to such Reorganization. If there has been more than one Reorganization between the date of this Agreement and the date of such issuance, adjustments for all such Reorganizations shall be made successively, such that the Vendor shall be issued the number of TDG Shares it would have received if it held 10,000,000 TDG Shares immediately prior to the first of such Reorganizations.

2.5 Transfer Taxes

(a) If the Purchaser is required by Tax Laws or by the administration thereof to collect any applicable Taxes from the Vendor in connection with any payment to be made by the Purchaser under this Agreement, the Purchaser shall withhold such Taxes from Vendor concurrent with the payment of any consideration payable pursuant to this Agreement upon which such Taxes are calculated. Where the Purchaser is not required by law or by administration thereof to collect applicable Taxes, the Vendor shall pay such Taxes, if any, directly to the appropriate taxing authority and shall provide evidence of such payment to Purchaser upon request.

(b) Without detracting from the Purchaser’s rights to withhold applicable Taxes from the Purchase Price pursuant to Section 2.5(a), the Parties acknowledge and agree that to the extent that before the date of the closing of this Agreement, the Vendor has provided the Defense File to the Purchaser, in accordance to the provisions of Resolution No.42 of 2015 issued by the Chilean IRS, which establishes the procedure to be followed in the event that the transaction generates a capital loss, and both Parties, acting reasonably and giving due regard to the Defense File, determine that Tax is not required to be withheld from the Purchase Price under Chilean law, the Purchaser will not make any withholding with respect to the payment of any portion or component of the Purchase Price to the extent that the Purchaser, acting reasonably, is satisfied with the fulfilment of the requirements established in the aforementioned Resolution. If the Parties do not agree that Tax is not required to be withheld from the Purchase Price as

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aforesaid, either Party may notify the other in writing of such disagreement within two Business Days of such disagreement arising, and refer the matter for an opinion from KPMG in Chile, to which the parties will have due regard in seeking to reach agreement. If agreement is not reached within a further ten Business Days the Purchaser may make the necessary withholding in accordance with Section 2.5(a).

2.6 Calculation of Adjustments and Post-Closing Reconciliation

(a) Preliminary Adjustments Estimate. Not less than 15 days prior to the Closing Date, the Purchaser shall provide the Vendor with a preliminary good faith estimate of the Adjustments, based on the balance sheet of Laguna as at June 30, 2021 as reviewed by PriceWaterhouseCoopers, any subsequent month-end financial statements provided by the Vendor prepared on the same basis as the Laguna Financial Statements and any documentation evidencing the settlement of amounts payable by Laguna to Kingsgate, in each case as accepted by the Purchaser, acting reasonably (the “ Preliminary Adjustments Estimate ”). Within five business days of its receipt of the Preliminary Adjustment Estimate, the Vendor shall provide the Purchaser with any proposed changes to the Preliminary Adjustment Estimate, along with the reasonable basis for such changes. The Purchaser and the Vendor shall use commercially reasonable efforts to agree on the Preliminary Adjustments Estimate at least three Business Days prior to the Closing Date, but absent such agreement, the Preliminary Adjustment Estimate as provided by the Purchaser shall be used to determine the deduction from the portion of the Purchase Price paid pursuant to Section 2.2(a) on an interim basis, subject to a further post-Closing adjustment pursuant to Section 2.6(b) .
(b) Post-Closing Reconciliation. Within 60 days after the Closing Date, the Purchaser shall provide the Vendor with a calculation of the Adjustments determined as at the Closing Date, immediately prior to Closing (the “ Closing Date Adjustments Reconciliation ”) based on a balance sheet of Laguna immediately prior to Closing, as prepared by the Purchaser on the same basis of the Laguna Financial Statements, based on the Books and Records, and other supporting information provided by the Vendors which shall reflect all liabilities immediately prior to the Closing Date, and which shall include a reconciliation of all Adjustments against the amounts in the Preliminary Adjustments Estimate. Within 15 days of the Vendor’s receipt of the Closing Date Adjustments Reconciliation, the Vendor shall provide the Purchaser with any proposed changes to the Closing Date Adjustments Reconciliation, along with a summary of the reasonable basis for such changes. The Purchaser and the Vendor shall use commercially reasonable efforts to agree on the Closing Date Adjustments Reconciliation within 15 days after the Vendor has provided its proposed changes thereto.
(c) Arbitration. In the event that the Purchaser and the Vendor are not able to agree upon the Closing Date Adjustments Reconciliation within 30 days after the date that the Vendor has supplied its comments thereto, then the Parties agree to resolve any dispute about the Closing Date Adjustments Reconciliation by arbitration at ADR Chambers (www.adrchambers.com) using the ADR Chambers Expedited Arbitration Rules, or if the Parties agree, through the use of an independent international audit firm as mutually agreed by the Parties, which firm shall not have acted for the Purchaser or the Vendor as an auditor in the past three years or advised either party in connection with this Agreement. The Parties agree that the ADR Chambers Expedited Arbitration Rules give the parties a fair opportunity to present their case and respond to the case of the other side. The arbitration shall be held in Vancouver, British Columbia (or online, if

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agreed to the Parties and the arbitrator) and shall proceed in accordance with the provisions of the Arbitration Act (British Columbia). The arbitration shall be conducted by a single arbitrator. The costs of the arbitrator or independent auditor (in either case, the “Arbitrator”) shall be divided equally between the parties. Each Party shall grant the other Party and the Arbitrator full and timely access to the accounting books, records, and working papers used to prepare their submission, and prepare formal dispute notices for submission to the Arbitrator. Only matters in dispute shall be provided to the Arbitrator and considered by the Arbitrator. In adjudicating any disagreement, the Arbitrator shall only review information provided by the respective parties and make a determination on the basis of the terms and provisions in the Agreement, and will agree that any determination will fall within the range of values provided by the Parties based on a review of information provided by the Parties.

(d) Basis of preparation of financial information. Financial statements and related financial information which form the basis for the Adjustments and any computations under this section will be prepared in accordance with IFRS.
(e) Reconciliation Payment. Promptly following the finalization of the Closing Date Adjustments Reconciliation by the agreement of the Vendor and the Purchaser or by arbitration pursuant to Section 2.6(c):
(i) if the Adjustments as set out in Closing Date Adjustments Reconciliation are more than the Adjustments as set out in the Preliminary Adjustments Estimate, the Vendor shall pay the amount of such difference to the Purchaser by way of wire transfer of immediately available funds; and
(ii) if the Adjustments as set out in the Closing Date Adjustments Reconciliation are less than the Adjustments as set out in the Preliminary Adjustments Estimate, the Purchaser shall pay such difference to the Vendor by way of wire transfer of immediately available funds.
(f) Additional Adjustments. If any Adjustments cannot be determined as of the date of the Closing Date Adjustments Reconciliation or are otherwise not included in the Closing Adjustments Reconciliation, such Adjustments shall be deducted from the portion of the Purchase Price paid pursuant to Section 2.2(c).

2.7 Extension of Termination Date

The Termination Date may be extended (a) to any date by the written agreement of the Parties, or (b) to November 30, 2021 at the sole election of the Purchaser, provided the Purchaser has received confirmed orders for the Concurrent Financing in an amount of not less than $35,000,000 on or before October 31, 2021. If the Termination Date is extended pursuant to this Section, then on or before October 31, 2021, the Purchaser shall pay the Vendor a non-refundable deposit in the amount of $500,000, which shall be credited against the partial payment of the Purchase Price set out in Section 2.2(a) upon Closing, and if the Closing has not occurred prior to such extended Termination Date due to causes outside of the reasonable control of the Purchaser, with the consent of the Vendor, such consent not to be unreasonably withheld, the Termination Date may be further extended to December 15, 2021 to provide sufficient time for the Closing of the Transaction.

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PART 3 REPRESENTATIONS AND WARRANTIES OF THE VENDOR

3.1 Representations and Warranties Relating to the Vendor

In order to induce the Purchaser to enter into and to consummate the transactions contemplated by this Agreement, the Vendor, on a joint and several basis, represents and warrants to the Purchaser as follows:

(a) Incorporation and Status of the Vendor – Each of Kingsgate, MKCL and Laguna Exploration was duly incorporated and is validly subsisting under the laws of its jurisdiction of incorporation and is in good standing with respect to its corporate filing requirements;
(b) Power and Authority – Each of Kingsgate, MKCL and Laguna Exploration has all necessary corporate power, partners Authorizations and capacity to enter into this Agreement and all documents and agreements contemplated herein to which it is or will be a party, to perform its obligations hereunder and thereunder, and to transfer the legal and beneficial title to and ownership of the Laguna Interest to the Purchaser and/or the Person(s) appointed by the Purchaser, free and clear of all Encumbrances. The execution and delivery of this Agreement by Kingsgate, MKCL and Laguna Exploration has been duly authorized by all necessary corporate action on the part of each of them and no other corporate proceedings on the part of Kingsgate, MKCL or Laguna Exploration or any of their partners are necessary to authorize this Agreement and the transactions contemplated hereunder;
(c) Agreement Valid – This Agreement has been duly executed and delivered by each of Kingsgate, MKCL and Laguna Exploration and constitutes a legal, valid and binding obligation of each of them, enforceable against it in accordance with its terms, subject to the availability of equitable remedies and the enforcement of creditors’ rights generally;
(d) No Violation – The execution and delivery by Kingsgate, MKCL and Laguna Exploration of this Agreement and performance by them of their obligations hereunder and the transactions contemplated hereby, including, but not limited to transferring the legal and beneficial title to and ownership of the Laguna Interest to the Purchaser and/or the Person(s) appointed by the Purchaser, will not result in:
(i) a violation or breach of any provision of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, shot-gun, acceleration or cancellation of or under,
- (1) Kingsgate’s, MKCL’s, Laguna Exploration’s or Laguna`s constating documents or any resolution of their directors or shareholders or partners;
- (2) any Judgment; or
- (3) any agreement, arrangement or understanding to which Kingsgate, MKCL or Laguna Exploration, are a party or by which any of them or their properties is bound or affected that, individually or in the aggregate,

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could reasonably be expected to be Materially Adverse to the Vendor, Laguna or the Nueva Esperanza Project;

(ii) a material breach of any applicable Law;
(iii) the imposition of any Encumbrance upon the Laguna Interest, or any Asset of Laguna, that, individually or in the aggregate, could reasonably be expected to be Materially Adverse to the Vendor, Laguna or the Nueva Esperanza Project; or
(iv) any obligation on Laguna to make any “change of control” payment or other similar obligation;
(e) No Finders’ Fees – None of Kingsgate, MKCL or Laguna Exploration has taken any action that would result in any commission, finder’s fee, fiscal advisory fee or other like payment being payable by Laguna, or the Purchaser with respect to any of the transactions contemplated hereby;
(f) Consents and Approval – There is no requirement for any of Kingsgate, MKCL or Laguna Exploration to give or receive any Consents and Notices or obtain any Authorization in order for each of them:
(i) to consummate the transactions contemplated by this Agreement;
(ii) to execute and deliver this Agreement and all of the documents and instruments to be delivered by the Vendor under this Agreement; and
(iii) to render this Agreement legal, valid, binding and enforceable against it;
(g) Acts of Bankruptcy – None of Kingsgate, MKCL or Laguna Exploration has proposed a compromise or arrangement to its creditors generally, has not taken any proceeding with respect to such a compromise or arrangement, has not taken any Proceeding to have itself declared bankrupt or in liquidation or in reorganization or dissolved or wound-up, has not taken any Proceeding to have a receiver appointed of any part of its assets and at present, no encumbrancer or receiver has taken possession of any of its property and no execution or distress is enforceable or levied upon any of its property that is material to it and no petition for a receiving order in bankruptcy or liquidation is filed against it.
(h) Litigation – There are no material Proceedings pending or, to the knowledge of the Vendor, threatened against, or relating to Kingsgate, MKCL or Laguna Exploration, or affecting the Assets of any of them and, to the best of the Vendor’s knowledge, there is no reasonable basis for any such Proceeding, and there are no Judgments outstanding against any of them or affecting their Assets; and
(i) Compliance with Laws – None of Kingsgate, MKCL or Laguna Exploration is in breach of any Laws which may have a Materially Adverse effect on Laguna or its business and operations concerning the Nueva Esperanza Project, none of them has received any notice of any alleged breach or violation of any Laws, and to the best of the Vendor’s knowledge, there is no reasonable basis therefor.

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3.2 Representations and Warranties Relating to Laguna and its Subsidiaries

In order to induce the Purchaser to enter into and consummate the transactions contemplated by this Agreement, the Vendor, on a joint and several basis, represents and warrants to the Purchaser that as at the Closing Time:

Corporate Status, Authority and Business

(a) Organization and Good Standing – Laguna is duly organized, validly existing and in good standing under the Laws of the Chile, and has all necessary corporate power, approvals, and capacity to validly own its Assets and to carry on its business as presently conducted. Laguna`s by-laws and all its amendments have been provided to the Purchaser and have not been amended since April 17, 2014, being the date of the last amendment;
(b) Absence of Other Interests – Other than the 100% interest of Laguna in the Nueva Esperanza Project, Laguna does not own any shares in or other securities of, or have any interest in the Assets or business of, any other Person;
(c) Business of Laguna – The business carried on by Laguna is holding the Assets comprising the Nueva Esperanza Project and maintaining the Property;
(d)
Officers – The officers of Laguna are as set out in Schedule “F”;
(e) Corporate Records – The Corporate Records of Laguna are in accordance with all applicable Laws and are accurate and complete in all material respects. None of the Corporate Records are in the possession of or under the control of any Person other than the Vendor.
(f) Insolvency. Laguna is not insolvent or unable to pay its debts, nor has ceased to carry on business, stopped payment of its debts or any class of them or entered into any compromise or arrangement in respect of its debts or any class of them, nor has any step been taken to do any of those things. Likewise, Laguna has not proposed a compromise or arrangement to its creditors generally, has not taken any Proceeding with respect to such a compromise or arrangement, has not taken any Proceeding to have itself declared bankrupt or in liquidation or in reorganization or dissolved or wound-up, has not taken any Proceeding to have a receiver appointed of any part of its assets and at present, no encumbrancer or receiver has taken possession of any of its property and no execution or distress is enforceable or levied upon any of its property that is material to it and no petition for a receiving order in bankruptcy or liquidation is filed against it.

Laguna`s Capital

(g) Laguna`s Capital –The authorized and issued social capital of Laguna is as set out in Schedule “F” and it is fully paid. MKCL holds a 1% interest in Laguna and Laguna Exploration holds a 99% interest, free and clear of all Encumbrances;
(h) Absence of Options – No Person has any agreement, right or option, present or future, contingent or absolute, or capable of becoming an agreement, right or option or which

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with the passage of time or the occurrence of any event could become an agreement, right or option:

(i) to require Laguna to accept any new partners or issue any shares (including voting shares or investment shares) or any security convertible or exchangeable into shares of Laguna or interests in Laguna or to convert or exchange any securities into or for shares of Laguna or interests in Laguna; or
(ii) to acquire any of the outstanding Laguna Interest;

Financial Matters

(i) Financial Statements – The Laguna Financial Statements present fairly the financial position of Laguna on a consolidated basis as at the date thereof and the results of Laguna’ operations and the changes in Laguna financial position for the periods then ending;
(j) Absence of Undisclosed Liabilities – Laguna does not have any material outstanding indebtedness, liabilities or obligations (whether accrued, absolute, contingent or otherwise) except as reflected or reserved against in the Laguna Financial Statements;
(k) Indebtedness to Related Parties – Other than the Inter-Company Debt, Laguna is not indebted to the Vendor or any of its Affiliates, on any account whatsoever. The InterCompany Debt has been agreed and issued according to and in compliance with all applicable Laws;
(l) Absence of Changes – Since December 31, 2020:
(i) Laguna has conducted its business only in the ordinary course of business consistent with past practice;
(ii) no liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) material to Laguna, has been incurred other than in the ordinary course of business consistent with past practice; and
(iii) there has not been any change that, individually or in the aggregate, is or has been Materially Adverse to Laguna (including any decision to implement such a change made by management or the board of directors of Laguna);
(m) Accuracy of Books and Records – All material financial transactions of Laguna have been properly recorded in the Books and Records. None of the Books and Records are in the possession or under the control of any Person other than the Vendor;
(n) Bank Accounts – Schedule “G” contains a complete and correct list of the name of each bank, trust company or similar financial institution in which Laguna has a material account or other banking facility, the number designation of each such account and the names of all designated signatories to each such account;

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Assets

(o) Assets – Laguna owns the Nueva Esperanza Project. Laguna has good and marketable title to all Equipment, all Business Information in its possession, all Authorizations listed on Schedule “I”, all Reclamation Bonds listed in Schedule “J”, and all other Assets relating to the Nueva Esperanza Project, free and clear of all Encumbrances, adverse claims, interests of others and demands of any nature or kind whatsoever recorded or unrecorded;
(p) Equipment – Each individual item of Equipment with a fair market value of $5,000 or greater is listed in Schedule “O”;
(q) Control of Assets – All Assets listed on Schedule “B”, all Equipment, all Business Information in its possession, and all Authorizations listed on Schedule “I”, are not in the possession of or under the control of any Person other than the Vendor or Laguna;

Real Property and Mineral Rights

(r) Property – Schedule “D” contains accurate descriptions of (i) all real property, surface rights, mineral rights, mineral claims or properties, mining leases, real property, easements, rights-of-way and other mineral or property interests in respect of which Laguna is the beneficial, legal and/or registered owner or has an ownership, leasehold or other interest (collectively, the “ Property Interests ”), and (ii) all rights to water for use at or in connection with the Property Interests or the mining of minerals from the Property Interests (“ Water Rights ”). The Property Interests and Water Rights are hereinafter referred to as the “ Property .” The Property listed on Schedule “D” constitutes all of the real property, property rights, water rights or any related rights owned, held, controlled, leased, used or occupied by Laguna. Laguna has good, valid, and marketable title to its interest in the Property free and clear of all Encumbrances, adverse claims, interests of others and demands of any nature or kind whatsoever recorded or unrecorded, except for Permitted Encumbrances and those other Encumbrances listed in Schedule “D”. Laguna has a legal and valid title according to applicable Laws to all surface rights, mineral rights, mineral claims or properties, mining leases, real property, easements, rights-of-way or use of water rights that are necessary for the development, construction, and operation of a mine in Nueva Esperanza Project.
(s) Royalty Interests – Except as listed in Schedule “D”, there are no royalties or other payments or other liabilities arising in connection with the mining of minerals from the Nueva Esperanza Project and/or the mining properties listed in Schedule “D”.
(t) Leases – Laguna is not party to or bound by any leases of real property or mineral rights other than those described in Schedule “D”. All leases set out in Schedule “D,” which includes all leases pursuant to which Laguna leases or licenses real or personal property (including any mineral rights), (x) are in good standing, as well as the assets or goods subject to those leases, (y) are valid and effective in accordance with their respective terms, and (z) have had all material payments required to be paid by Laguna under such leases duly paid. There is not, under any of the leases listed in Schedule “D,” any existing material default or event of default (or event which with notice or lapse or time, or both would constitute a material default; or would constitute a basis of force majeure or other claim of excusable delay or non-performance) of Laguna and,

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to the knowledge of the Vendor, no other Person is in default thereunder and no event has occurred that is reasonably likely to result in the revocation or withdrawal of any such rights;

(u) Status of Property
(i) all Property Interests comprising the Property that are required to be recorded under applicable Law have been duly and validly issued and recorded, and the Property has been granted, acquired and/or constituted validly and according to applicable Laws in Chile and it is presently in good standing and is valid under the applicable Laws in Chile, and there is no pending or threatened claim in respect of the Property or Laguna’s interest in or to the Property and no Property has been abandoned or renounced by Laguna or is currently subject to any Proceedings in such regard or is subject to any expropriation or eminent domain Proceedings or, to the knowledge of the Vendor, is threatened by any similar Proceedings;
(ii) none of Vendor or Laguna is obligated under any forward sale contract with respect to minerals produced or producible from the Property under which sales proceeds are paid by the purchaser in advance of delivery;
(iii) Laguna, has now and, immediately following the consummation of the transactions contemplated by this Agreement, shall have, the exclusive right to occupy the Property and conduct mineral exploration or mining operations thereon;
(iv) all filings, licences, fees and Taxes or other payments required to maintain the Property are in good standing have been properly and timely recorded, paid and filed with the appropriate Chilean Government Authorities. Particularly, and notwithstanding any other applicable payments, (i) all mining fees or licenses payable in relation to the mining properties listed in Schedule “D” have been duly and timely paid according to the applicable Laws and such mining properties have never been included in any public auctions lists or Proceedings regarding the nontimely payment of the applicable mining fees; and (ii) all accrued payments related to the Mining Easements listed in Schedule “D” have been duly and timely paid;
(v) the mining properties listed in Schedule “D” have preferential mining rights in the area where they are located, and they are not overlapped by mining properties of any person other than Laguna;
(vi) there has been no act or omission by Laguna which could result, whether by notice or lapse of time or both, in the breach, termination, abandonment, forfeiture, relinquishment or other premature termination of Laguna’s interest in the Property or any rights of Laguna with respect thereto;
(v) No Adverse Claims – There are no adverse claims or challenges to or against Laguna’s ownership of interest in or title to the Property or the validity thereof, nor is there any basis therefor. None of the Vendor or Laguna have received notice from any Person claiming rights on interests in or to the Property or an Encumbrance on the Property.
(w) Possession – No Person, including any mortgagee, other than Laguna is or is entitled to be in possession of the whole or any part of the Property;

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(x) No Illegal Occupation – There is no illegal occupation by third parties within the surficial perimeter of any portion of the Property;
(y) Encroachments – To the best of its knowledge, all Equipment owned or leased by Laguna and set out in Schedule “C” and all buildings situated on the Property, are situated wholly within the boundaries of the Property owned or leased by Laguna and do not infringe or encroach upon any real property, water rights, other mineral rights, easements, rights-of-way or encumbrances owned or leased by any other Person. To the best of the Vendor’s knowledge, there are no mine or processing facilities, storage facilities, offices, other buildings, structures, infrastructure, fixtures, improvements, equipment, machinery or other personal property of any Person other than Laguna that infringe or encroach upon the Property. The Vendor has not received any notices of any such infringements or encroachments from any Person and it is not aware of any such infringements or encroachments;

Material Contracts

(z) Material Contracts – Except for the Material Contracts listed in Schedule “H”, Laguna is not a party to any Material Contract, and the contracts and agreements listed in Schedule “H” were all validly granted by capable signatories according to applicable Laws and are presently valid and subsisting, in full force and effect and unamended, no default or breach of any kind exists in respect thereof on the part of Laguna or, to the best of the Vendor’s knowledge, on the part of any of the other parties thereto and the Vendor is not aware of any intention on the part of any of the other parties thereto to terminate or materially alter any such contracts or agreements or any valid cause for such actions, and Laguna has duly and timely complied with all and every obligation of Laguna according to said contracts and agreements, and all Assets related to such agreements or necessary for the execution of the same have been granted, acquired and/or constituted validly and according to applicable Laws in Chile by its owner and are presently in good standing and valid under the applicable Laws in Chile;
(aa) Copies of Agreements – True, correct and complete copies of all mortgages, leases, agreements, instruments, licenses, permits, authorizations and other documents listed in Schedules “H” and “I” have been delivered to the Purchaser;
(bb) Prepaid Amounts – All advanced royalty payments in respect of the Property or any portion thereof made prior to the date of this Agreement, and any other prepayment pursuant to any Material Contract made prior to the date hereof is set out in Schedule “N”;

Employment Matters

(cc) Employees –Laguna is not a party to any contract, agreement or other commitment, whether oral or written, with any employee other than those employment agreements set out in Schedule “K”.

The Laguna Financial Statements include adequate accruals or reserves in accordance with IFRS for all material accrued and unpaid salaries, wages, bonuses or other remuneration, vacation pay and other employee-related accruals, including for any severance or termination payments in respect of any employees whose employment was terminated or who were laid off by Laguna on or before the date of such statements.

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(dd) Employment Legislation – Except to a degree that would not be Materially Adverse, Laguna is currently in compliance, and to the best of the Vendor’s knowledge, within the past five years has been in compliance, with applicable Employment Legislation, and none of them has received any notice of any alleged breach or violation of any such Employment Legislation.
(ee) Workers’ Claims – There are no complaints, claims or charges, levies, assessments or penalties pending or, to the best of the knowledge of the Vendor, threatened or anticipated, nor are there any Judgements outstanding against Laguna pursuant to any Employment Legislation which have not been settled or paid.
(ff)
Employee Plans –Laguna is not a party to or subject to, any Employee Plan.
(gg) Union Contracts –Laguna has not entered into any collective agreement with any labour union or employee association in respect of employees working for Laguna or in connection with the Nueva Esperanza Project or made any commitments to or conducted any negotiations with any labour union or employee association with respect to any future collective agreement in respect of such employees. The Vendor is not aware of any current attempts to organize, establish or certify any labour union or employee association with respect to any employees of Laguna or of any contractor or agency with which Laguna, has a contract for the provision of personnel or the services of personnel, nor is any such union or association presently certified as a bargaining unit in respect of Laguna or the Nueva Esperanza Project.
(hh) Withholding – All material amounts required to be withheld by Laguna from its employees’ salaries and paid to any Government Authority under any Law have been duly and timely withheld and paid.

Insurance

(ii) Insurance – Laguna maintains all policies of insurance required by applicable Laws and Laguna maintains policies of insurance in amounts and in respect of such risks as are normal and usual for companies of a similar size and business and all such policies are in full force and effect as of the date hereof, and are listed in Schedule “L” hereto;
(jj) Outstanding Claims – No threatened or actual material claims against or under any insurance policies of the Vendor or its Affiliates providing coverage of Laguna or Nueva Esperanza Project have been made in the last five years, except for claims that have been settled, satisfied or otherwise terminated, with no remaining liability to Laguna.

Legal and Regulatory Matters

(kk) Litigation –There are no Proceedings pending or, to the knowledge of the Vendor, threatened against, or relating to Laguna or affecting the Property or the Nueva Esperanza Project and, to the best of the Vendor’s knowledge, there is no reasonable basis for any such Proceeding, and there are no Judgments outstanding against Laguna or affecting the Property or the Nueva Esperanza Project;
(ll) Compliance with Laws – Laguna is conducting its business, including the Nueva Esperanza Project, in compliance with all applicable Laws and Laguna has not received

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any notice of any alleged breach or violation of any such Laws, except for breaches which in the aggregate would not be Materially Adverse to Laguna;

(mm) Permits and Licences – Laguna holds all necessary Authorizations required to conduct its current businesses and holds the Authorizations relating to the Nueva Esperanza Project, and the ownership, lease or use of the Property and their Assets set out in Schedule “I”. Each such Authorization was validly granted by the relevant Government Authority and is presently valid, subsisting and in good standing, Laguna is not in breach of or in default under any of the terms or conditions of any such Authorizations, no Proceeding is pending or, to the knowledge of the Vendor, threatened or anticipated, to cancel, revoke, terminate, suspend or limit any such Authorization, except for Authorizations which in the aggregate would not be Materially Adverse to Laguna. To the best of the Vendor’s knowledge, there is no basis for any such Proceeding;
(nn) Reclamation Bonds - All Reclamation Bonds held by Laguna in connection with the Nueva Esperanza Project or operations thereon are fully and accurately described in Schedule “J”, and all such Reclamation Bonds are presently in good standing under Applicable Law.
(oo) Approvals Required – There is no requirement for the Vendor or Laguna to give or receive any Consents and Notices or obtain any Authorizations in order for the Vendor:
(i) to consummate the transactions contemplated by this Agreement;
(ii) to execute and deliver this Agreement and all of the documents and instruments to be delivered by the Vendor under this Agreement; and
(iii) to render this Agreement legal, valid, binding and enforceable against the Vendor;
(pp) No Conflict - Except for any conflicts, defaults or violations that could not, individually or in the aggregate (taking into account the impact of any cross defaults), reasonably be expected to be Materially Adverse to Laguna, Laguna is not in conflict with, or in default (including cross defaults) under or in violation of:
(i) its constating documents or any resolutions of its directors or shareholders;
(ii) any Law or Judgment applicable to it or by which any of its Assets are bound or affected; or
(iii) any agreement, arrangement or understanding to which it is a party or by which any of its Assets are bound or affected.

Taxation

(qq) Taxes – Laguna has:
(i) filed, on a timely basis and in the manner prescribed by any Tax Law, all national, regional, provincial, municipal and local returns, elections, designations and other reports and information in respect of applicable Taxes required to be filed with any

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Governmental Authority and all such returns, elections, designations, reports or information are true, correct and complete in all material respects;

(ii) paid all Taxes (including all national, regional, provincial and local Taxes, assessments or other imposts in respect of their income, business, or Assets) and all interest and penalties thereon due and payable to all applicable Government Authorities up to the Closing Date; and
(iii) has provided adequate reserves, accruals and provisions for Taxes payable for the current period that are not yet due and any previous period for which Tax returns, elections, designations, reports or information are not yet required to be filed in the Laguna Financial Statements,

and there is no agreement, waiver or other arrangement providing for an extension of time with respect to the filing of any Tax return, election, designation, report or information or payment of any Tax, governmental charge or deficiency by Laguna, nor is there any material Proceeding pending or, to the best of the Vendor’s knowledge, threatened or anticipated against or relating to Laguna or their respective Assets or business, including the Nueva Esperanza Project, in respect of, or discussions underway with any Government Authority relating to, any such Tax, governmental charge or deficiency;

(rr) Absence of Contingent Tax Liabilities – Laguna does not have any contingent Tax liabilities and there are no grounds which could prompt a reassessment of Laguna’s prior Tax payments or Tax returns, elections, designations, reports or information, except for any Tax liability or reassessment that could not, individually or in the aggregate, reasonably be expected to be Materially Adverse to Laguna;

Environmental and Community Issues

(ss) Environmental Laws – The Authorizations as set out in Schedule “I” relating to the Nueva Esperanza Project are in good standing and have been obtained in compliance with all applicable Environmental Laws;
(tt) Environmental Compliance – Within the past five years, Laguna has not, with respect to its businesses and operations, including the Nueva Esperanza Project, at any time received any written notice, written notice of default, order, summons, or notice of Judgment or commencement of Proceedings related to any material violation, breach, liability or remedial action (or alleged material breach, liability or remedial action) arising under the Environmental Laws and Authorizations that could reasonably be expected to be, individually or in the aggregate, Materially Adverse to Laguna or the Nueva Esperanza Project, and Laguna has not, with respect to such businesses and operations, at any time given any written undertakings with respect to remedying any breach of, or liability under, Environmental Laws that have not been duly performed, which breach or liability could reasonably be expected to be, individually or in the aggregate, Materially Adverse to Laguna or the Nueva Esperanza Project;
(uu) Remediation Obligations – All remediation obligations arising in connection with mineral exploration, mining or other activities conducted on the Nueva Esperanza Project by or on behalf of Laguna, the Vendor, or either of their Affiliates has been completed, and to the best of the Vendor’s knowledge, there is no undisclosed

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environmental remediation obligations in connection with the Nueva Esperanza Project; and

(vv) Community Issues – All communities, whether indigenous or not, located in the area of the Nueva Esperanza Project or that could be affected by the same have been informed of the Nueva Esperanza Project and its impacts, and, when necessary according to the applicable Laws, Laguna has reached to agreements with the same concerning preventive, reparatory and compensatory measures. There are no present or reasonably foreseeable social conflicts affecting or that could affect the Nueva Esperanza Project and its development, and the Vendor and Laguna have not been notified of any objections to the Project from any of such communities or their members.

3.3 Other Representations

All statements contained in any certificate or other instrument delivered by or on behalf of the Vendor pursuant hereto or in connection with the transactions contemplated by this Agreement shall be deemed to be representations and warranties by the Vendor hereunder.

3.4 Survival

The representations and warranties of the Vendor hereunder shall survive the Closing and the payment of the Purchase Price and, notwithstanding the Closing, the payment of the Purchase Price, and the waiver of any condition by the Purchaser, the representations, warranties, covenants and agreements of the Vendor shall (except where otherwise specifically provided in this Agreement) survive the Closing and shall continue in full force and effect for a period of two years after the date of the final payment made pursuant to Section 2.2 for all matters, except a claim for breach of any of the representations and warranties by the Vendor in or pursuant to this Agreement involving fraud or fraudulent misrepresentation on the part of the Vendor may be made against the Vendor at any time following the Closing Date, subject only to applicable limitation periods imposed by Law.

3.5 Reliance

The Vendor acknowledges and agrees that the Purchaser has entered into this Agreement relying on the warranties and representations, covenants and other terms and conditions of this Agreement, notwithstanding any independent searches or investigations that have been or may be undertaken by or on behalf of the Purchaser, and that no information which is now known or should be known or which may hereafter become known to the Purchaser or its officers, directors or professional advisers shall limit or extinguish the right to indemnification hereunder.

PART 4 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

4.1 Representations and Warranties

In order to induce the Vendor to enter into and to consummate the transactions contemplated by this Agreement, the Purchaser represents and warrants to the Vendor as follows:

(a) Incorporation and Status – The Purchaser was duly incorporated and is validly subsisting under the laws of British Columbia and:

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(i) is a "reporting issuer" and is not in material default of its continuous disclosure and other disclosure obligations under the securities laws of the Provinces of British Columbia, Alberta and Ontario, including the requirements of NI 51-102 and NI 43-101;
(ii) is in good standing with respect to the filing of annual returns with the British Columbia Registrar of Companies; and
(iii) the TDG Shares are listed on the TSX Venture Exchange and it is not in material default of any of the rules and policies of the TSX Venture Exchange;
(b) Power and Authority – The Purchaser has all necessary corporate power and capacity to enter into this Agreement and all documents and agreements contemplated herein to which it is or will be a party, to perform its obligations hereunder and thereunder, and to acquire legal and beneficial title to and ownership of the Laguna Interest from the Vendor. The execution and delivery of this Agreement by the Purchaser has been duly authorized by all necessary corporate action on the part of the Purchaser and no other corporate proceedings on the part of the Purchaser are necessary to authorize this Agreement and the transactions contemplated hereunder;
(c) Agreement Valid – This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms, subject to the availability of equitable remedies and the enforcement of creditors’ rights generally;
(d) No Violation – The execution and delivery by the Purchaser of this Agreement and the performance by the Purchaser of its obligations hereunder and the transactions contemplated hereby, including, but not limited to, acquiring the legal and beneficial title to and ownership of the Laguna Interest from the Vendor, will not result in:
(i) a violation or breach of any provision of, constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, shot-gun, acceleration or cancellation of or under:
- (A) the Purchaser’s constating documents or any resolutions of its directors or shareholders;
- (B) to its knowledge, any Judgment; or
- (C) any agreement, arrangement or understanding to which the Purchaser or any of its Subsidiaries is a party or by which any of them or their properties is bound or affected that, individually or in the aggregate, could reasonably be expected to be Materially Adverse to the Purchaser;

(ii) a material breach of any applicable Law;

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(e) No Finder’s Fees – The Purchaser has not taken any action that would result in any commission, finder’s fee, fiscal advisory fee or other like payment being payable by the Vendor with respect to any of the transactions contemplated hereby;
(f) Consents and Approval – Except for the requirement of the Purchaser to obtain acceptance of the TSXV to this Agreement, there is no requirement for the Purchaser to give or receive any Consents and Notices or obtain any Authorization in order for the Purchaser:
(i) to consummate the transactions contemplated by this Agreement;
(ii) to execute and deliver this Agreement and all of the documents and instruments to be delivered by the Purchaser under this Agreement; and
(iii) to render this Agreement legal, valid, binding and enforceable against it;
(g) Share Capital – The authorized share capital of the Purchaser consists of an unlimited number of common shares of which 70,867,903 common shares are issued and outstanding as of October 8, 2021;
(h) TDG Common Shares – The TDG Common Shares issuable to the Vendor or its nominee pursuant to Section 2.2 shall:
(i) be duly issued as fully paid and non-assessable;
(ii) upon issuance constitute a distribution of securities which shall be exempt from the registration and prospectus requirements of the securities legislation in the Province of British Columbia;
(iii) be subject to resale restrictions in Canada not exceeding four months from the date of issue; and
(iv) subject to the restrictions described in paragraph (iii) above, be free and clear of any and all Encumbrances, and the TDG Shares shall be quoted or listed for trading on the TSXV;
(i) SEDAR and SEDI Filings – Since December 2, 2020, the Purchaser has filed all material reports, schedules, forms, statements, material contracts and other documents required to be filed by it with the British Columbia Securities Commission (the “Commission”) and other Canadian Securities Administrators. All of such filings required to be publicly available on the SEDAR website are publicly available on the SEDAR website (“ SEDAR Documents ”). As of their respective dates, the SEDAR Documents complied in all material respects with all applicable laws, rules and requirements of the Commission and other Canadian Securities Administrators, and, to the best of the knowledge of the Purchaser, none of the SEDAR Documents contained any untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Purchaser has not filed any confidential material change report that at the date of this Agreement remains confidential. Except in regard to the negotiation and preparation of this Agreement, there has been material change (as that term is defined under the applicable securities

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Laws) in any of the information contained in the SEDAR Documents, except for material changes that are reflected in a subsequently filed document included in the SEDAR Documents. To the knowledge of the Purchaser, the reporting insiders of the Purchaser are all in compliance with their obligations to file accurate insider reports on the System for Electronic Disclosure by Insiders, known as SEDI;

(j) Financial Statements – The financial statements of the Purchaser and its Subsidiaries included in the SEDAR Documents comply as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the Commission. Such financial statements have been prepared in accordance with IFRS applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes, may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Purchaser and its Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to nominal year-end audit adjustments). Except as presented therein, the Purchaser has no material liabilities. The auditors who audited such financial statements were independent of the Purchaser;
(k) No Reportable Event – There has not been any reportable event (within the meaning of National Instrument 51-102 of the Canadian Securities Administrators) between the Purchaser and its auditors;
(l) No Material Adverse Effect – Since July 31, 2020, no Materially Adverse fact has occurred or exists with respect to the Purchaser, which has not been disclosed in a material change report or other disclosure document filed with the Commission and other Canadian Securities Administrators and which is publicly available on the SEDAR website;
(m) Reporting Issuer – On the Closing Date, the Purchaser will be a reporting issuer in a jurisdiction of Canada and will continue to use its commercially reasonable efforts to maintain its status as a reporting issuer and have its common shares listed on the TSXV for at least three years, provided that the foregoing obligation shall not prevent the Purchaser from completing a business combination or sale transaction that causes the Purchaser to cease to be a reporting issuer if all shareholders of the issuer receive cash or share compensation in respect of such transaction;
(n) Acts of Bankruptcy – The Purchaser has not proposed a compromise or arrangement to its creditors generally, has not taken any proceeding with respect to such a compromise or arrangement, has not taken any proceeding to have itself declared bankrupt or wound-up, has not taken any proceeding to have a receiver appointed of any part of its assets and at present, no encumbrancer or receiver has taken possession of any of its property and no execution or distress is enforceable or levied upon any of its property that is material to the Purchaser and no petition for a receiving order in bankruptcy is filed against it;
(o) Litigation – There are no material Proceedings pending or, to the knowledge of the Purchaser, threatened against, or relating to the Purchaser or affecting the Assets of the Purchaser and, to the best of the Purchaser’s knowledge, there is no reasonable basis

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for any such Proceeding, and there are no Judgments outstanding against the Purchaser or affecting the Purchaser’s Assets; and

(p) Compliance with Laws – The Purchaser is in material compliance with all applicable Laws which may have a Materially Adverse effect on the Purchaser and they have not received any notice of any alleged breach or violation of any such Laws.

4.2 Other Representations

All statements contained in any certificate or other instrument delivered by or on behalf of the Purchaser pursuant hereto or in connection with the transactions contemplated by this Agreement shall be deemed to be representations and warranties by the Purchaser hereunder.

4.3 Survival

The representations and warranties of the Purchaser hereunder shall survive the Closing and the purchase of the Laguna Interest, and, notwithstanding the Closing and the purchase of the Laguna Interest, the representations and warranties of the Purchaser shall continue in full force and effect for the benefit of the Vendor for a period of two years after the date of the final payment made pursuant to Section 2.2 for all matters, except a claim for breach of any of the representations and warranties by the Purchaser in or pursuant to this Agreement involving fraud or fraudulent misrepresentation on the part of the Purchaser may be made against the Purchaser at any time following the Closing Date, subject only to applicable limitation periods imposed by Law.

4.4 Reliance

The Purchaser acknowledges and agree that the Vendor has entered into this Agreement relying on the warranties and representations, covenants and other terms and conditions of this Agreement notwithstanding any independent searches or investigations that have been or may be undertaken by or on behalf of the Vendor and that no information which is now known or should be known or which may hereafter become known to the Vendor or its professional advisers shall limit or extinguish the right to indemnification hereunder.

PART 5 COVENANTS

5.1 Covenants of the Vendor

The Vendor covenants and agrees that during the period from the date of this Agreement to the Closing Time, the Vendor shall, or shall cause Laguna to do, the following:

(a) Access – Permit the Purchaser and its employees, agents, technical and professional advisors and other representatives, between the date hereof and the Closing Date, to have access during normal business hours to the premises, the key employees, the Books and Records, and the Assets of Laguna and to the Nueva Esperanza Project, including the Property, and shall furnish, and require that Laguna’s principal bankers, independent auditors, counsel, technical advisors and other advisors furnish, to the Purchaser such financial, technical and operating data and other information with respect to the business and Assets of Laguna, including the Property, as the Purchaser shall from time to time reasonably request to enable confirmation of the matters represented and warranted in Part 3 and to keep generally informed as to the Nueva

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Esperanza Project. It is also the intention of the parties that the Purchaser will be entitled to meet with Government Authorities, including Environmental Authorities, that currently regulate the Nueva Esperanza Project prior to Closing;

(b) Confer – Confer on a regular basis with the Purchaser with respect to operational matters concerning Laguna and the Nueva Esperanza Project and promptly advise the Purchaser, orally and in writing, of any material information concerning, including any Materially Adverse change in respect of the Assets, financial condition, operations, business, capital or prospects of Laguna and of any material Proceedings (or communications indicating that Proceedings may be contemplated);
(c) Conduct Business in Ordinary and Usual Course – Except as otherwise provided in this Agreement:
(i) cause Laguna to conduct its business, including the Nueva Esperanza Project, in the ordinary and usual course in accordance with past practices; and
(ii) not, without the prior written consent of the Purchaser:
- (A) alter the constating documents of Laguna;
- (B) transfer, sell, consume or otherwise dispose of the Property or Equipment, or, except in the ordinary course of business, any of the other Assets of Laguna;
- (C) enter into, modify, amend or terminate any contract or Authorization or incur any liability, except in the ordinary course of business and which is not material;
- (D) settle any account receivable of a material nature at less than its face value net of any reserve for that account;
- (E) waive or surrender any material rights;
- (F) discharge any Encumbrance, except in the ordinary course of business;
- (G) permit any new Encumbrance on any of the Assets, other than Permitted Encumbrances;
- (H) make any capital expenditure or commitment for any capital expenditure, except in the ordinary course of business and which is not material;
- (I) appoint or permit the appointment of a liquidator, receiver, trustee in bankruptcy, or similar official for Laguna or in respect of the Assets of Laguna;
- (J) permit the making of an order by a Government Authority for the windingup or dissolution of Laguna;
- (K) implement any other material change in the present business, affairs, capitalization, dividend policy or financial position of Laguna;

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(d) Continue Insurance – Use its commercially reasonable efforts to maintain all existing policies of insurance on the Assets of Laguna, including in respect of the Nueva Esperanza Project;
(e) Comply with Laws – Comply with all Laws, including Environmental Laws, and all Authorizations, governing or affecting Laguna or the Nueva Esperanza Project, except for failures to comply which in the aggregate would not have a Materially Adverse effect on Laguna;
(f) Pay Liabilities – Pay and discharge all liabilities or obligations of Laguna in the ordinary and usual course of business consistent with past business practice, except for such liabilities or obligations as are being contested in good faith;
(g) No Breach – Not take any action or omit to take any action which would, or would reasonably be expected to, result in a breach of or render untrue any representation, warranty, covenant, agreement, term or other obligation of the Vendor contained herein;
(h) Consents, Notices and Authorizations – Use commercially reasonable efforts to ensure that all Consents and Notices have been received or given, as the case may be, prior to the Closing Date and that all Authorizations required to permit Laguna to carry on the Nueva Esperanza Project business as currently carried on have been obtained prior to the Closing Date, all in form and substance satisfactory to the Purchaser, acting reasonably;
(i) Preserve Business – Use commercially reasonable efforts to preserve intact the Property and all other Assets, business and affairs of Laguna, including the Nueva Esperanza Project, and carry on the business and the affairs of the Nueva Esperanza Project as currently conducted, and promote and preserve for the Purchaser the goodwill of employees, suppliers, purchasers of Products and others having business relations with Laguna;
(j) Maintenance of Books and Records – Maintain the Books and Records in the usual, regular and ordinary manner, in accordance with IFRS applied on a consistent basis;
(k) Notice of Material Developments – Notify the Purchaser as soon as the Vendor has determined that a state of facts exists which results in, or can reasonably be expected to result in:
(i) any representation or warranty of the Vendor set forth in this Agreement being untrue or incorrect in any material respect;
(ii) the breach of any covenant of the Vendor set forth in this Agreement;
(iii) the non-fulfillment of any condition for the benefit of the Purchaser set forth in this Agreement; or
(iv) any Materially Adverse change in the business, operations, Assets, liabilities, ownership, capital or financial position or condition of Laguna or the Nueva Esperanza Project, or change in a material fact that has a Materially Adverse effect

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on, or could reasonably be expected to have a Materially Adverse effect on, Laguna, except for the transactions contemplated by this Agreement;

(l) No Shop – Not, directly or indirectly, solicit, initiate or encourage submissions of inquiries, proposals, or offers from any other Person or group of Persons relating to, not allow any Person to visit the Property in connection with or anticipation of, not participate in any negotiations regarding, or furnish to any other person or group of persons any information with respect to, or otherwise co-operate in any way, or assist or participate, facilitate or encourage, any:
(i) sale of any part of the Laguna Interest or any other rights or any securities of Laguna to any Person or group of Persons, other than the Purchaser;
(ii) sale of any material Assets or Property of Laguna, other than to the Purchaser; or
(iii) merger, acquisition, amalgamation, consolidation, plan of arrangement or similar business combination involving Laguna, and any Person or group of Persons other than the Purchaser,

which could reasonably be expected, directly or indirectly, to interfere with, or be inconsistent with the consummation of the transactions contemplated by this Agreement, other than responding to an unsolicited take-over bid or entering into an agreement in relation to an unsolicited offer for a merger, amalgamation or arrangement provided that such agreement will be subject to this Agreement;

(m) Necessary Steps – Take all actions, steps and proceedings that are necessary or desirable to approve or authorize, or to validly and effectively undertake, the execution and delivery of this Agreement and the completion of the transactions contemplated by this Agreement;
(n) Regulatory Approvals – Use commercially reasonable efforts to assist the Purchaser to obtain the acceptance of the TSXV to this Agreement, and comply with all requirements of the applicable securities laws, the TSXV and any other Persons or Government Authority, which may be necessary or reasonable to obtain the necessary approvals under applicable Laws and stock exchange requirements to the transactions contemplated hereunder;
(o) Financing Assistance - Use commercially reasonable efforts to provide the Purchaser with such cooperation as is reasonably requested by Purchaser in connection with the arrangement and completion of the Concurrent Financing, including participation in broker due diligence review procedures;
(p) Drill Core Storage – Laguna shall cause all drill core samples currently stored by it to be maintained in storage in their current condition at their current location; and
(q) Representations and Warranties – Use commercially reasonable efforts to ensure that immediately prior to the Closing Time the representations and warranties of the Vendor set out in this Agreement will be true and correct in all material respects.
(r) Capitalization of Inter-Company Debts – Convert all Inter-Company Debts (promissory notes or pagares) into paid in capital at book value in Laguna before the

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execution of the Laguna Assignment Agreement, being an aggregate deemed value of USD$94,277,772.19.

Notwithstanding the foregoing, the Vendor may refrain from taking any action required to be taken by, or take any action restricted by, this Section 5.1 with the prior consent of the Purchaser.

5.2 Post-Closing Covenant of the Vendor

The Vendor covenants and agrees with the Purchaser that within 15 days of the Closing Date the Vendor will, at the direction of the Purchaser, provide the Purchaser with access to originals or copies of all Business Information not already in the Purchaser’s possession.

5.3 Covenants of the Purchaser

The Purchaser covenants and agrees with the Vendor that during the period from the date of this Agreement to the Closing Time, the Purchaser shall:

(a) Notice of Material Developments – Notify the Vendor as soon as the Purchaser or any of its directors, officers, administrators, employees, agents or technical and professional advisors have determined that a state of facts exist which results in, or will result in:
(i) any representation or warranty of the Purchaser set forth in this Agreement being untrue or incorrect in any material respects;
(ii) the breach of any covenant of the Purchaser set forth in this Agreement; or
(iii) the non-fulfillment of any conditions for the benefit of the Vendor set forth in this Agreement;
(b) Necessary Steps – Take all necessary actions, steps and proceedings to approve or authorize, or to validly and effectively undertake, the execution and delivery of this Agreement and the completion of the transactions contemplated by this Agreement;
(c) Regulatory Approvals – Use commercially reasonable efforts to execute all undertakings and comply with all requirements of the applicable securities laws, the TSXV and any other Persons or Government Authority, which may be necessary or reasonable to obtain the necessary approvals under applicable laws and stock exchange requirements to the transactions contemplated hereunder; and
(d) Representations and Warranties – Use commercially reasonable efforts to ensure that immediately prior to the Closing Time the representations and warranties of the Purchaser set forth in this Agreement will be true and correct in all material respects.

Notwithstanding the foregoing, the Purchaser may refrain from taking any action required to be taken, or take any action restricted by, this Section 5.2 with the prior consent of the Vendor.

5.4 Post-Closing Covenant of the Purchaser

The Purchaser covenants and agrees with the Vendor that if the Purchaser transfers its indirect interest in the Property to any third party other than an Affiliate at any time prior the full payment of the Purchase

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Price, as a condition of such transfer the third party acquirer shall also assume the Purchaser’s obligations to pay the outstanding portions of the Purchase Price pursuant to the conditions of Section 2.2.

5.5 Mutual Covenants

Each of the Parties covenants and agrees that, during the period from the date of this Agreement to the Closing Time, such Party will, and in the case of the Vendor will cause Laguna to:

(a) Satisfy Conditions – Use all commercially reasonable efforts to satisfy or cause the satisfaction of the mutual conditions precedent that are set out in Part 7 (and in the case of the Vendor, the conditions precedent that are set out in Part 8, and in the case of the Purchaser, the conditions precedent that are set out in Part 9) and to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable under applicable Laws to consummate the transactions contemplated by this Agreement, including using commercially reasonable efforts to:
(i) ensure that all Consents and Notices are given or received, as the case may be;
(ii) defend vigorously all Proceedings adversely affecting such Party’s ability to complete any of the transactions contemplated by this Agreement; and
(iii) have lifted or rescinded any Judgment entered against any Party or Laguna which adversely affects the ability of such Person to complete any of the transactions contemplated by this Agreement;
(b) Cooperation – Use commercially reasonable efforts to cooperate with each other Party in connection with the performance by the other Party of its obligations under this Agreement; and
(c) Negotiated Restructuring – If for any reason whatsoever the transactions contemplated by this Agreement cannot be completed as contemplated by this Agreement, negotiate with the other Party in good faith to attempt to restructure the proposed transaction on a mutually acceptable basis with a view to the completion of such transaction by the Termination Date.

5.6 Confidentiality

(a) The Purchaser covenants and agrees with the Vendor that the Purchaser will hold in confidence up to the Closing Time all Business Information which is disclosed by the Vendor or Laguna to the Purchaser, its representatives or its technical or professional advisors, but excluding information which:
(i) is generally available to the public at the time it is disclosed to the Purchaser;
(ii) is made known to the Purchaser without an obligation of confidentiality by an independent third party who, to the best of the Purchaser’s knowledge, did not acquire the Business Information, either directly or indirectly, under an obligation of confidentiality to the Vendor or Laguna;
(iii) after it is disclosed to the Purchaser, becomes generally available to the public through no fault of the Purchaser or any person to which the Purchaser has

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disclosed the Business Information, but only after it has become generally available to the public;

(iv) is in the Purchaser’s possession prior to the date of disclosure of the Business Information to the Purchaser by the Vendor or Laguna; or
(v) is required by Law or any Government Authority to be disclosed,

for 24 months following the Closing, or if Closing does not occur, July 31, 2023;

(b) The Purchaser agrees not to use, or let any of its directors, officers, employees, agents or advisors use any of the Business Information for its or their respective businesses except in connection with consummating the transactions contemplated under this Agreement, until the Closing Time, at which point it will cease being Business Information of the Vendor and will be deemed to be Business Information belonging to the Purchaser, and will remain subject to the confidentiality obligations set out in Section 5.5(d);
(c) The Vendor covenants and agrees with the Purchaser that the Vendor will hold in confidence up to the Closing Time any information of the Purchaser provided to the Vendor in confidence relating to this Agreement (the “ Confidential Information ”) which is disclosed by the Purchaser, its representatives or its technical or professional advisors, but excluding information which:
(i) is generally available to the public at the time it is disclosed to the Vendor;
(ii) is made known to the Vendor without an obligation of confidentiality by an independent third party who, to the best of the Vendor’s knowledge, did not acquire the Confidential Information, either directly or indirectly, under an obligation of confidentiality to the Purchaser;
(iii) after it is disclosed to the Vendor, becomes generally available to the public through no fault of the Vendor or any person to which the Vendor has disclosed the Confidential Information, but only after it has become generally available to the public;
(iv) is in the Vendor’s possession prior to the date of disclosure of the Confidential Information to the Vendor by the Purchaser; or
(v) is required by Law or any Government Authority to be disclosed,

for 24 months following the Closing, or if Closing does not occur, July 31, 2023;

(d) Following the Closing, the Vendor covenants and agrees with the Purchaser that the Vendor shall not use any of the Business Information for its business, and hold in confidence all Business Information which was in the possession of the Vendor, or its representatives or professional advisors immediately prior to the Closing Time, but excluding Business Information which:
(i) is generally available to the public at the Closing Time;

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(ii) after the Closing Time, becomes generally available to the public through no fault of the Vendor or any person to which the Vendor, has disclosed the Business Information, but only after it has become generally available to the public; or
(iii) is required by Law or by any Government Authority to be disclosed,

for 24 months following the Closing;

(e) Notwithstanding this Section 5.5, the Purchaser may publicly disclose that portion of the Business Information that is required to be publicly disclosed pursuant to applicable securities laws, including pursuant to any prospectus or other disclosure document that is publicly filed by the Purchaser in connection with this Agreement or the Concurrent Financing, and to provide the Business Information to third parties conducting a due diligence review in connection with the Concurrent Financing, provided such disclosure is made pursuant to a confidentiality agreement in accordance with standard practices for Canadian public companies;
(f) Each of the Parties will ensure that any individual, technical or professional advisor that it employs, engages or otherwise uses in connection with the transactions contemplated by this Agreement will comply with the terms and conditions of this Section 5.4; and
(g) In addition to all of its other remedies at law or in equity for a breach of the foregoing use and confidentiality obligations, each Party will have the right to obtain an injunction to prevent the use or disclosure of Business Information or Confidential Information in violation of the terms of this Section 5.4.

5.7 Press Releases

Unless otherwise required by Law or by Government Authority, all press releases or other similar public written communications of any sort by the Vendor or the Purchaser relating to the transactions contemplated by this Agreement, and the method of release for publication thereof will be subject to the consent of the other Party, such consent not to be unreasonably withheld. Each Party will deal expeditiously with any request from the other Party for such a press release or written communication. The Vendor and the Purchaser will cooperate in relation to other public communications with respect to this Agreement, the transactions contemplated by this Agreement, and the Nueva Esperanza Project, with a view to achieving consistency in the content of such communication and ensuring that such communications are consistent with the aims and intent of this Agreement.

5.8 Maintenance of Books and Records

The Purchaser will maintain or cause Laguna to maintain in safekeeping for three years following the Closing Date, the Books and Records which are in the possession of Laguna on the Closing Date and which relate to their business before the Closing Date and will allow the Vendor reasonable access thereto if:

(a) the Purchaser makes any claim against the Vendor relating to this Agreement;
(b) the Vendor is investigated or audited by a Government Authority with respect to taxation or other matters; or

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(c) for any other bona fide business purpose which is not adverse to the interest of Laguna, as determined by the Purchaser, acting reasonably.

5.9 Tax Filings

The Purchaser shall file or cause to be filed when due all tax returns for any tax periods prior to the Closing Date that are required to be filed by or with respect to Laguna that have not been filed as of the Closing Date. Such tax returns shall be prepared in accordance with applicable Tax Laws. The Purchaser shall deliver each such tax return to the Vendor for its review at least 45 days prior to the due date for filing such tax returns with the appropriate Government Authority. The Purchaser shall consider and accept any changes reasonably requested by the Vendor which affect Vendor’s liability under this Agreement, to the extent such changes are provided to Purchaser within a reasonable period of time prior to the filing of such tax returns. Taxes due in respect of such tax returns shall be subject to the provisions of Section 10.1 of this Agreement.

5.10 Completion of Feasibility Study

The Purchaser shall use commercially reasonable efforts to complete and file on SEDAR an NI 43-101 compliant technical report in respect of the Nueva Esperanza Project that qualifies as a “feasibility study” pursuant to NI 43-101 within 30 months of the Closing Date, provided that, for greater certainty, if a preliminary economic assessment or a pre-feasibility study (as such terms are defined in NI 43-101) in respect of the Nueva Esperanza Project indicates that minerals cannot be extracted from the Nueva Esperanza Project on an economic basis that would, in the Purchaser’s opinion, acting reasonably, allow the Purchaser to obtain arm’s length debt financing to construct a mine on the Nueva Esperanza Project, then the Purchaser may elect to delay the completion of a feasibility study in respect of the Property until such time as the Purchaser determines that economic conditions warrant the further development of the property (the “ Feasibility Study Delay Election ”). Promptly upon making the Feasibility Study Delay Election, the Purchaser must give the Vendor written notice of such election and must promptly issue an additional 2,000,000 TDG Shares to the Vendor (the “ Feasibility Study Delay Compensation Shares ”), which shall be deemed to be an increase of the Purchase Price. Notwithstanding the foregoing, if the Purchaser has not negotiated an amendment of the Water Rights Agreement in form and substance satisfactory to the Purchaser, acting reasonably, that will allow for the development of a mine on the Nueva Esperanza Project on a commercially reasonable basis, then the Purchaser may make the Feasibility Study Delay Election without issuing the Feasibility Study Delay Compensation Shares. For greater certainty, despite the Purchaser having made the Feasibility Study Delay Election, the remaining portion of the Purchase Price shall remain payable when the conditions set out in Sections 2.2(c) through 2.2(f) are satisfied.

PART 6 CLOSING

6.1 Closing Date and Location

The transactions contemplated by this Agreement shall be completed at 1:00 p.m. (Vancouver time) on the Closing Date at the offices of the Purchaser’s Solicitors in Vancouver, British Columbia, or at such other time or at such other location as may be mutually agreed upon in writing by the Parties.

6.2 Vendor’s Closing Documents

At Closing, the Vendor shall deliver, or cause to be delivered, to the Purchaser the documents set forth in Subsection 8.1(d).

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6.3 Purchaser’s Closing Documents

At Closing, the Purchaser shall deliver to, or cause to be delivered to, the Vendor the documents set forth in Subsection 9.1(c) and a wire transfer in accordance with Section 2.2(a).

PART 7 MUTUAL CONDITIONS PRECEDENT

7.1 Mutual Conditions Precedent

The obligations of the Parties to complete the purchase and sale of the Laguna Interest and the other transactions contemplated by this Agreement shall be subject to the satisfaction of, or compliance with, at or before the Closing Time, each of the following conditions precedent:

(a) Consents and Notices – The acceptance of the TSXV to the purchase of the Laguna Interest by the Purchaser and the transactions contemplated by this Agreement and all other Consents and Notices have been received or given, as the case may be, in form and substance satisfactory to the Purchaser, acting reasonably, other than Consents and Notices which are routinely delivered post-Closing;
(b) Authorizations – All Authorizations required to permit Laguna to carry on the business of holding the Nueva Esperanza Project and maintaining the Property as currently conducted after the Closing Time have been obtained, all in form and substance satisfactory to the Purchaser, acting reasonably;
(c) No Prohibitions – No Law or Judgment will have been enacted, entered, promulgated or enforced by any Government Authority which enjoins or prohibits the sale and purchase of the Laguna Interest or the consummation of any of the other transactions contemplated by this Agreement;
(d) No Proceedings – No Proceeding will have been instituted or be pending for an injunction to restrain, or a declaratory judgment in respect of damages on account of or relating to, the sale and purchase of the Laguna Interest or any of the other transactions contemplated by this Agreement and, to the best of the Parties’ knowledge, no such Proceeding will have been threatened or announced;
(e) Concurrent Financing – The Purchaser shall have completed the Concurrent Financing; and
(f) No Termination – This Agreement will not have been terminated pursuant to Part 8 or 9.

PART 8 PURCHASER’S CONDITIONS PRECEDENT

8.1 Purchaser’s Conditions

The obligation of the Purchaser to complete the purchase of the Laguna Interest and the other transactions contemplated by this Agreement shall be subject to the satisfaction of, or compliance with, at or before the Closing Time, each of the following conditions precedent:

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(a) Truth and Accuracy of Representations of the Vendor at Closing – The representations and warranties of the Vendor made in Part 3 shall be true and correct at the Closing and with the same effect as if made at and as of the Closing;
(b) Performance of Obligations – The Vendor shall have performed and complied with, or caused Laguna to perform, all of the obligations, covenants and agreements to be performed and complied with by them pursuant to this Agreement;
(c) Absence of Materially Adverse Change – No event shall have occurred or condition or situation shall have arisen or Law shall have been introduced which might reasonably be expected to have a Materially Adverse effect upon Laguna or the Nueva Esperanza Project;
(d) Closing Documentation – The Purchaser shall have received from the Vendor and, where applicable, Laguna, the following Closing documentation:
(i) certified true copies of the resolutions of the directors of Kingsgate, MKCL, Laguna Exploration and the partners of Laguna, evidencing that the Vendor and Laguna have approved this Agreement and all of the transactions of the Vendor contemplated hereunder including the sale and transfer of all of the Laguna Interest from the Vendor to the Purchaser and/or the Person(s) appointed by the Purchaser as provided for herein;
(ii) duly signed resignations and releases of each of the officers and/or administrators of Laguna;
(iii) all necessary Consents and Notices, including Authorizations required to enable the transfer of the Laguna Interest to the Purchaser and/or the Person(s) appointed by the Purchaser as provided for in this Agreement and to permit Laguna, to carry on the Nueva Esperanza Project business as currently conducted, all in form and substance satisfactory to the Purchaser, acting reasonably;
(iv) the Corporate Records, in form and substance satisfactory to the Purchaser, acting reasonably, and all other Books and Records of Laguna;
(v) a certificate executed by the Vendor certifying that the Purchaser’s conditions in Subsections 8.1(a), (b) and (d) have been satisfied;
(vi) opinion letters from the Vendor’s solicitors regarding Laguna as of the Closing Date, in a form acceptable to the Purchaser and the Purchaser’s Solicitors, acting reasonably;
(vii) the Laguna Assignment Agreement duly executed by the Vendor;
(viii) certified true copy of the duly and valid registration of the Laguna Assignment Agreement and the Laguna Interest at the name of the Purchaser and/or the Person(s) appointed by the Purchaser at the Registry of Commerce of the Real Estate Registrar of Santiago according to applicable Laws such registration to be effected at Closing and the certified copy to be delivered to the Purchaser’s nominee in Santiago;

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(ix) certified true copy of the duly and validly executed amendment agreement mentioned in letter (f) below by public deed in Chile and certified true copy of the duly and valid registration of such amendment at the Water Mortgages and Encumbrances Registry of the Real Estate Registrar of Chañaral according to applicable Laws; and
(x) such other materials that are, in the opinion of the Purchaser acting reasonably, required to be delivered by the Vendor in order for them to meet their obligations under this Agreement.
(e) Inter-Company Debts – All Inter-Company Debts (promissory notes or pagares) shall have been converted into paid in capital in accordance with Section 5.1(r), or shall have otherwise been extinguished in a manner acceptable to the Purchaser, acting reasonably.
(f) Absence of Damages – No material damage, destruction or loss to any Assets of Laguna, whether owned, leased or licensed, that is not adequately covered by insurance (less amounts which are “deductibles” under such insurance), will have occurred between the date of this Agreement and the Closing Time.

8.2 Waiver/Survival

The conditions set forth in this Article 8 are for the exclusive benefit of the Purchaser and may be waived by the Purchaser in writing in whole or in part on or before the Closing Date. Notwithstanding any such waiver, the completion of the purchase and sale contemplated by this Agreement by the Purchaser shall not prejudice or affect in any way the rights of the Purchaser in respect of the warranties and representations of the Vendor in this Agreement, and the representations and warranties of the Vendor in this Agreement shall survive the Closing and payment of the Purchase Price for the applicable period set out in Section 3.3.

PART 9 VENDOR’S CONDITIONS PRECEDENT

9.1 Vendor’s Conditions

The obligations of the Vendor to complete the sale of the Laguna Interest and the other transactions contemplated by this Agreement shall be subject to the satisfaction of, or compliance with, at or before the Closing Time, each of the following conditions precedent:

(a) Truth and Accuracy of Representations of the Purchaser at Closing – The representations and warranties of the Purchaser made in Part 4 shall be true and correct at Closing and with the same effect as if made at and as of Closing;
(b) Performance of Agreements – The Purchaser shall have performed and complied with all of the obligations, covenants and agreements to be performed and complied with by it pursuant to this Agreement;
(c) Closing Documentation – The Vendor shall have received from the Purchaser the following Closing documentation:
(i) certified true copies of the resolutions of the directors of the Purchaser evidencing the approval of this Agreement and all of the transactions of the Purchaser

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contemplated hereunder, including without limitation the issuance of TDG Shares pursuant to Section 2.2(b);

(ii) evidence of the conditional acceptance of the TSXV to the transactions contemplated by this Agreement;
(iii) certificates or DRS statements representing the TDG Shares issuable pursuant to Section 2.2(b), registered as directed by the Vendor;
(iv) a certificate executed by the Purchaser certifying that the Vendor’s conditions in Subsections 9.1(a) to 9.1(c) have been satisfied;
(v) the Laguna Assignment Agreement duly executed by the Purchaser and/or the Person(s) appointed by the Purchaser; and
(vi) such other materials that are, in the opinion of the Vendor acting reasonably, required to be delivered by the Purchaser in order for it to meet its obligations under this Agreement.
(d) Purchase Price – The cash payment shall have been made in accordance with Section 2.2(a).

9.2 Waiver/Survival

The conditions set forth in this Article 9 are for the exclusive benefit of the Vendor and may be waived by the Vendor in writing in whole or in part on or before the Closing Date. Notwithstanding any such waiver, completion of the purchase and sale contemplated by this Agreement by the Vendor shall not prejudice or affect in any way the rights of the Vendor in respect of the warranties and representations of the Purchaser set forth in this Agreement, and the representations and warranties of the Purchaser in this Agreement shall survive the Closing and payment of the Purchase Price for the applicable period set out in Section 4.3.

PART 10 INDEMNITIES

10.1 Indemnification of Purchaser

Whether or not the transactions contemplated by this Agreement are completed, but subject to the limitations set out in Section 10.2, the Vendor, on a joint and several basis among Kingsgate, MKCL and Laguna Exploration, covenants and agrees with the Purchaser to indemnify the Purchaser against all Proceedings, liabilities, claims, demands, damages, losses, costs and expenses (including legal fees on a solicitor and own client basis) suffered or incurred by the Purchaser, directly or indirectly, by reason of or arising out of:

(a) any warranties or representations on the part of the Vendor hereunder being untrue;
(b) a breach of any agreement, term or covenant on the part of the Vendor made or to be observed or performed under this Agreement;
(c) any withholding or remittance obligations arising under applicable Tax Laws in connection with the payment of the Purchase Price to Kingsgate pursuant to Section 2.2 of this Agreement, if such amounts required to be withheld or remitted have been

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paid to Kingsgate, inclusive of any interest or penalties payable in connection therewith; or

(d) any and all Taxes incurred by Laguna directly or indirectly arising out of or resulting from (i) any and all Taxes (or the nonpayment thereof) imposed on or with respect to Laguna in respect of any tax period prior to the Closing Date or relating to transactions undertaken prior to Closing, (ii) any and all Taxes of any Person imposed on or with respect to Laguna as a transferee or successor, by contract, pursuant to any Law or otherwise, which Taxes relate to an event or transaction occurring prior to the Closing, (iii) any and all Taxes resulting from or attributable to any of the steps of the capitalization of the Inter-Company Debt pursuant to Section 8.1(e); or (iv) any adverse reassessment or adjustment by any Government Authority of the tax returns or other tax filings of Laguna in respect of any tax period prior to the Closing Date or in respect of transactions undertaken prior to Closing;

which liabilities, claims, demands, actions, causes of action, damages, losses, costs and expenses are collectively referred to as the “ Purchaser’s Losses ”. To the extent that any Purchaser’s Losses have previously been deducted from the Purchase Price as Adjustments, such amounts shall not constitute Purchaser’s Losses.

10.2 Vendor’s Limitations

The indemnity obligations of the Vendor under Section 10.1 shall be limited in the following respects:

(a) the Vendor shall only be liable for Purchaser’s Losses in respect of a breach of representations or warranties for which a claim for indemnity is made by the Purchaser on or before the applicable expiry dates for the survival of the Vendor’s representations and warranties as set out in Section 3.4;
(b) no obligation on the part of the Vendor to indemnify the Purchaser for Purchaser’s Losses shall arise until the aggregate amount of all Purchaser’s Losses in respect of which a claim for indemnity has been made by the Purchaser exceeds $250,000;
(c) the Vendor’s obligation to indemnify the Purchaser for Purchaser’s Losses shall be capped at a maximum amount equal to the aggregate purchase price paid by the Purchaser to Kingsgate pursuant to Section 2.2.

10.3 Indemnification of Vendor

Subject to the limitations set out in Section 10.4, the Purchaser covenants and agrees with the Vendor to indemnify the Vendor against all Proceedings, liabilities, claims, demands, damages, losses, costs and expenses (including legal fees on a solicitor and own client basis) suffered or incurred by the Vendor, directly or indirectly, by reason of or arising out of:

(a) any warranties or representations on the part of the Purchaser hereunder being untrue; or
(b) a breach of any agreement, term or covenant on the part of the Purchaser made or to be observed or performed pursuant hereto,

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which liabilities, claims, demands, actions, causes of action, damages, losses, costs and expenses are collectively referred to as “ Vendor’s Losses ”.

10.4 Purchaser’s Limitations

The indemnity obligations of the Purchaser under Section 10.3 shall be limited in the following respects:

(a) the Purchaser shall only be liable for Vendor’s Losses in respect of which a claim for indemnity is made by the Vendor on or before the applicable expiry dates for the survival of the Purchaser’s representations and warranties as set out in Section 4.3;
(b) no obligation on the part of the Purchaser to indemnify the Vendor under Section 10.3 shall arise until the aggregate amount of all Vendor’s Losses in respect of which a claim for indemnity has been made by the Vendor exceeds $250,000.

10.5 Claims Under Vendor’s Indemnity

If any claim is made by any Person against Laguna or the Purchaser in respect of which the Purchaser may incur or suffer damages, losses, costs or expenses, directly or indirectly, that might reasonably be considered to be subject to the indemnity of the Vendor in Section 10.1, the Purchaser will notify the Vendor as soon as reasonably practicable of the nature of such claim and the Vendor shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim. The Purchaser’s omission to so notify the Vendor will not relieve the Vendor of any liability which the Vendor may have under the indemnity in Section 10.1, except only to the extent that any such delay in, or failure to give, notice as herein required prejudices the defence, settlement or mitigation of a claim or results in any material increase in the Purchaser’s Losses. The defence of any such claim (whether assumed by the Vendor or not) shall be through experienced and competent legal counsel, and shall be conducted in a manner, acceptable to the Purchaser and the Vendor, acting reasonably, and no settlement may be made by the Vendor or the Purchaser or Laguna without the prior written consent of the others, which consent shall not be unreasonably withheld. If the Vendor assumes the defence of any claim then:

(a) the Purchaser and the Purchaser’s counsel shall co-operate with the Vendor and the Vendor’s counsel in the course of the defence, such co-operation to include providing or making available to the Vendor and their counsel documents and information and witnesses for attendance at examinations for discovery and trials;
(b) the reasonable legal fees and disbursements and other costs of such defence shall, from and after such assumption, be borne by the Vendor on a solicitor and own client basis; and
(c) if the Purchaser retains additional counsel to act on its behalf, the Vendor and its counsel shall co-operate with the Purchaser and its counsel, such co-operation to include providing or making available to the Purchaser and its counsel documents and information and witnesses for attendance at examinations for discovery and trials; provided that all fees and disbursements of such additional counsel shall be paid by the Purchaser on a solicitor and own client basis, unless:
(i) the Vendor consents to the retention of such counsel by the Purchaser at the Vendor’s expense; or

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(ii) the Vendor and the Purchaser are or become parties to the same action, and the representation of all parties by the same counsel would be inappropriate due to a conflict of interest,

then all fees and disbursements of the Purchaser’s counsel shall be paid by the Vendor on a solicitor and own client basis.

If the Vendor has not assumed the defence of a claim and employed counsel therefor within 30 days of receiving notice of such claim, all fees and disbursements of the Purchaser’s counsel in respect of such claim shall be paid by the Vendor on a solicitor and own client basis. If the Vendor, having elected to assume the defence of any claim, thereafter fails to defend such claim within a reasonable time and with reasonable diligence, the Purchaser will be entitled to assume the defence of the claim and the Vendor will be bound by the results obtained by the Purchaser with respect to such claim.

In the event that any claim is of a nature such that the Purchaser is required by applicable Law or any Judgment to make payment to any Person or Government Authority with respect to such claim before the completion of settlement negotiations or legal proceedings, the Purchaser may make such payment and the Vendor will, forthwith after demand by the Purchaser, reimburse the Purchaser for any such claim. If the amount of any liability of the Purchaser under the claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Vendor to the Purchaser, the Purchaser will promptly pay the amount of such difference to the Vendor. The Purchaser will not knowingly permit any right of appeal in respect of any claim to terminate without giving the Vendor reasonable notice thereof and a reasonable opportunity to contest such claim.

10.6 Claims Under Purchaser’s Indemnity

If any claim is made by any Person against the Vendor in respect of which the Vendor may incur or suffer damages, losses, costs or expenses, directly or indirectly, that might reasonably be considered to be subject to the indemnity obligation of the Purchaser as provided in Section 10.3, the Vendor will notify the Purchaser as soon as reasonably practicable of the nature of such claim and the Purchaser shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim. The Vendor’s omission to so notify the Purchaser will not relieve the Purchaser of any liability which the Purchaser may have under the indemnity in Section 10.3, except only to the extent that any such delay in, or failure to give, notice as herein required prejudices the defence, settlement or mitigation of a claim or results in any material increase in the Vendor’s Losses. The defence of any such claim (whether assumed by the Purchaser or not) shall be through experienced and competent legal counsel and shall be conducted in a manner acceptable to the Vendor and the Purchaser, acting reasonably, and no settlement may be made by the Purchaser or the Vendor without the prior written consent of the other. If the Purchaser assumes the defence of any claim, then:

(a) the Vendor and the Vendor’s counsel shall co-operate with the Purchaser and its counsel in the course of the defence, such co-operation to include providing or making available to the Purchaser and its counsel documents and information and witnesses for attendance at examinations for discovery and trials;
(b) the reasonable legal fees and disbursements and other costs of such defence shall be borne by the Purchaser on a solicitor and own client basis; and
(c) if the Vendor retains additional counsel to act on its behalf, the Purchaser and its counsel shall co-operate with the Vendor and its counsel, such co-operation to include providing or making available to the Vendor and its counsel documents and

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information and witnesses for attendance at examinations for discovery and trials, provided that all fees and disbursements of such additional counsel shall be paid by the Vendor on a solicitor and own client basis, unless:

(i) the Purchaser consents to the retention of such counsel by the Vendor at the Purchaser’s expense; or
(ii) the Purchaser and the Vendor are or become parties to the same action, and the representation of all parties by the same counsel would be inappropriate due to a conflict of interest,

then all fees and disbursements of the Vendor’s counsel shall be paid by the Purchaser on a solicitor and own client basis.

If the Purchaser has not assumed the defence of a claim and employed counsel therefor within 30 days of receiving notice of such claim, all fees and disbursements of the Vendor’s counsel in respect of such claim shall be paid by the Purchaser on a solicitor and own client basis. If the Purchaser, having elected to assume the defence of any claim, fails to defend such claim within a reasonable time and with reasonable diligence, the Vendor will be entitled to assume the defence of the claim and the Purchaser will be bound by the Vendor with respect to such claim.

In the event that any claim is of the nature such that the Purchaser is required by applicable Law or any Judgment to make payment to any Person or Government Authority with respect to such claim before completion of settlement negotiations or legal proceedings, the Vendor may make such payment and the Purchaser will, forthwith after demand by the Vendor, reimburse the Vendor for any such claim. If the amount of any liability of the Vendor under the claim in respect of which such a payment was made, is finally determined, is less than the amount which was paid by the Vendor to the Purchaser, the Purchaser will promptly pay the amount of such difference to the Vendor. The Purchaser will not knowingly permit any right of appeal in respect of any claim to terminate without giving the Purchaser reasonable notice thereof and the reasonable opportunity to contest such claim.

10.7 Interest on Losses

The amount of any Purchaser’s Losses or Vendor’s Losses in respect of which indemnification is claimed under this Part 10 will bear interest at the prime rate of the Bank of Montreal plus five percent per annum, calculated from and including respective dates that the Purchaser suffers the Purchaser’s Loss or the respective dates that the Vendor suffers the Vendor’s Losses (which in the case of a third party claim will be the respective date on which the Purchaser or the Vendor actually pays such claim or actually pays legal fees or disbursements in respect of such claim) up to but excluding the date reimbursement of such indemnification claim is made by the other party and the amount of such interest will be deemed to be a part of such indemnification claim.

10.8 Taxes

The Parties acknowledge and agree that in the event any person shall be entitled to be indemnified against any losses, there shall be included in the indemnified amount an amount equal to any Taxes that may be payable by the recipient of the indemnification payment.

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PART 11 TERMINATION, AMENDMENT AND WAIVER

11.1 Termination

This Agreement may be terminated at any time prior to the Closing Time:

(a) by written agreement between the Parties;
(b) by any of the Parties, if the transactions contemplated by this Agreement have not been consummated by the Termination Date;
(c) by any of the Parties (provided that the terminating Party is not then in material breach of any representation, warranty, agreement, term or covenant contained in this Agreement) if there has been a material breach of any representation, warranty, agreement, term or covenant contained in this Agreement on the part of the other Party and:
(i) such breach has not been cured by the Closing Time; or
(ii) such breach has not been cured or commercially reasonable efforts are not being employed to cure such breach, within ten days after notice is given to the party committing such breach;
(d) by any of the Parties, if the mutual conditions precedent set forth in Part 7 have not been satisfied on or before the Termination Date (other than as a result of a breach of this Agreement by the terminating party); or
(e) by any of the Parties, if any of such Party’s conditions precedent for Closing have not been satisfied or waived on or before the Termination Date.

11.2 Notice of Termination

Any termination of this Agreement pursuant to Section 11.1 will be effective upon the delivery of notice by the terminating party to the other Party.

11.3 Effect of Termination

In the event of termination of this Agreement by any Party pursuant to Section 11.1, this Agreement will forthwith become void and have no effect, and there will be no liability or obligation on the part of any Party to proceed with the transactions contemplated by this Agreement, except that neither the Purchaser nor the Vendor will be released or relieved from their respective obligations pursuant to Section 5.4 or from any liability arising from the breach by such party of any of its representations, warranties, agreements, terms or covenants under this Agreement and Part 10 will continue to apply to any such liability.

11.4 Amendment

The Agreement may not be modified or amended except by an instrument in writing duly executed by or on behalf of all of the Parties.

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11.5 Extension and Waiver

At or any time prior to the Closing Time, the Purchaser or the Vendor may to the extent legally allowed:

(a) extend the time for the performance of any of the obligations or other acts of the other Party;
(b) waive any inaccuracies in the representations and warranties made by the other Party; and
(c) waive compliance with any of the agreements, covenants or conditions for the benefit of such Party contained herein.

Any agreement on the part of the Purchaser or the Vendor to any such extension or waiver will be valid only if set forth in an instrument in writing signed on their behalf.

PART 12 GENERAL

12.1 Expenses

All costs and expenses incurred in connection with the preparation of this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such expenses.

12.2 Time

Time shall be of the essence hereof.

12.3 Notices

Any notice or other writing required or permitted to be given hereunder or for the purposes hereof shall be sufficiently given if delivered by courier, or emailed with confirmation of receipt, to the party to whom it is given addressed to such party at:

If to the Purchaser at:

TDG Gold Corp. Unit 1 – 15782 Marine Drive White Rock, B.C. V4B 1E6

Attention: Fletcher Morgan, President Email:

with a copy to Purchaser’s Solicitors at:

Maxis Law Corporation Suite 910, 800 West Pender Street Vancouver, BC V6C 2V6

Attention: Morgan Hay

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If to the Vendor at:

Kingsgate Consolidated Limited

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Attention:

or at such other address as the party to whom such writing is to be given shall have last notified to the party giving the same in the manner provided in this clause. Any notice delivered by courier to the party to whom it is addressed shall be deemed to have been given and received on the Business Day it was delivered if delivered prior to 4pm in the place of delivery on a Business Day, and otherwise will be deemed to have bene given and received on the Business Day next following the day it was delivered.

12.4 Joint and Several Obligations of the Vendor

All obligations of the Vendor hereunder are joint and several obligations of Kingsgate, MKCL and Laguna Exploration.

12.5 Further Assurances

The Parties shall with reasonable diligence, do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Agreement, and each Party shall provide such further documents or instruments required by the other party as may be reasonably necessary or desirable to give effect to the purpose of this Agreement and carry out its provisions whether before or after the Closing Date.

12.6 Enurement

This Agreement and each of the terms and provisions hereof shall enure to the benefit of and be binding upon the Parties and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns.

12.7 Assignment

This Agreement and the rights, duties and obligations of any party hereunder are not assignable without the prior written consent of the other Party hereto.

12.8 Counterparts

This Agreement may be executed in as many counterparts as may be necessary and each such counterpart agreement so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument. This Agreement and any counterpart thereof may be delivered by electronic reproduction and when so delivered shall be deemed to be an original.

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

TDG GOLD CORP.

Per: __ ____ Authorized Signatory

KINGSGATE CONSOLIDATED LIMITED

Per: _______ Authorized Signatory

MINERA KINGSGATE CHILE LIMITADA

Per: _ ______ Authorized Signatory

LAGUNA EXPLORATION PTY LIMITED

Per: __ _____ Authorized Signatory

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AI assistant

TDG Gold Corp — Merger & Acquisition 2021

47609_rns_2021-10-21_f2890e1b-9bdb-4a6c-8a31-dabfb459d1f8.pdf

TDG GOLD CORP.

KINGSGATE CONSOLIDATED LIMITED

MINERA KINGSGATE CHILE LIMITADA

PURCHASE AGREEMENT

For the Purchase of

TABLE OF CONTENTS

PURCHASE AGREEMENT

WHEREAS:

PART 1 INTERPRETATION

1.1 Definitions

1.2 Schedules

1.3 Interpretation

1.4 Governing Law and Choice of Forum

1.5 Severability

1.6 Entire Agreement

1.7 Waiver

PART 2 PURCHASE AND SALE

2.1 Purchase and Sale of Laguna Interest

2.2 Payment of Purchase Price

2.3 Resale Restrictions and TSXV Requirements

2.4 Share Capital Adjustments

2.5 Transfer Taxes

2.6 Calculation of Adjustments and Post-Closing Reconciliation

2.7 Extension of Termination Date

PART 3 REPRESENTATIONS AND WARRANTIES OF THE VENDOR

3.1 Representations and Warranties Relating to the Vendor

3.2 Representations and Warranties Relating to Laguna and its Subsidiaries

Corporate Status, Authority and Business

Laguna`s Capital

Financial Matters

Assets

Real Property and Mineral Rights

Material Contracts

Employment Matters

Insurance

Legal and Regulatory Matters

Taxation

Environmental and Community Issues

3.3 Other Representations

3.4 Survival

3.5 Reliance

PART 4

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

4.1 Representations and Warranties

4.2 Other Representations

4.3 Survival

4.4 Reliance

PART 5 COVENANTS

5.1 Covenants of the Vendor

5.2 Post-Closing Covenant of the Vendor

5.3 Covenants of the Purchaser

5.4 Post-Closing Covenant of the Purchaser

5.5 Mutual Covenants

5.6 Confidentiality

5.7 Press Releases

5.8 Maintenance of Books and Records

5.9 Tax Filings

5.10 Completion of Feasibility Study

PART 6 CLOSING

6.1 Closing Date and Location

6.2 Vendor’s Closing Documents

6.3 Purchaser’s Closing Documents

PART 7 MUTUAL CONDITIONS PRECEDENT

7.1 Mutual Conditions Precedent

PART 8 PURCHASER’S CONDITIONS PRECEDENT

8.1 Purchaser’s Conditions

8.2 Waiver/Survival

PART 9 VENDOR’S CONDITIONS PRECEDENT

9.1 Vendor’s Conditions

9.2 Waiver/Survival

PART 10 INDEMNITIES

10.1 Indemnification of Purchaser

10.2 Vendor’s Limitations

10.3 Indemnification of Vendor

10.4 Purchaser’s Limitations

10.5 Claims Under Vendor’s Indemnity

10.6 Claims Under Purchaser’s Indemnity

TDG Gold Corp Merger & Acquisition 2021