ARRANGEMENT AGREEMENT

This Agreement is made as of January 23, 2025

BETWEEN

Teuton Resources Corp., a corporation organized pursuant to the laws of British Columbia
(“Teuton” or the “Company”)

AND

Luxor Metals Ltd., a corporation organized pursuant to the laws of British Columbia
(“Luxor” or “SpinCo”)

WHEREAS:

A. The Company holds a portfolio of assets which includes, among other things, six mineral properties in the Province of British Columbia commonly known as (1) the Big Gold Property, (2) the Eskay Rift Property, (3) the Four J’s Property, (4) the Pearson Property, (5) the Tennyson Property and (6) the Leduc Silver Property;

B. The Company’s board of directors has determined that it is in the best interests of shareholders to transfer the Spinout Properties along with other assets into a wholly-owned subsidiary called Luxor Metals Ltd., and to “spin out” Luxor as a stand-alone company by way of a plan of arrangement;

C. The Parties hereto have entered into this Agreement to provide for the matters referred to in the foregoing recitals and for other matters relating to such arrangement; and

NOW THEREFORE, IN CONSIDERATION of the premises, mutual covenants and agreements contained herein, and other good and valuable consideration (the receipt and sufficiency of which is hereby mutually acknowledged) the parties agree as follows:

Part 1 INTERPRETATION

1.1 Definitions. In this Agreement, unless the context otherwise requires:

(a) “Applicable Laws” means all applicable rules, regulations, instruments, policies, notices, rulings, orders and legislation of any kind whatsoever of any government, regulatory authority or stock exchange having jurisdiction over any of the Parties or the transactions contemplated hereby.

(b) “Arrangement” means the arrangement as contemplated in this Agreement.

(d) “Arrangement Resolution” means the special resolution to be considered by the Company Shareholders at the Meeting to approve the Arrangement.

(e) “BCBCA” means the Business Corporations Act (British Columbia) and the regulations promulgated thereunder, all as amended from time to time.

(f) “Business Day” means a day other than a Saturday, Sunday or a statutory holiday in Vancouver, British Columbia.

(g) “Company Shareholder” means a holder of Company Shares.

(h) “Company Shares” means the common shares in the capital of the Company.

(i) “Court” means the Supreme Court of British Columbia.

(j) “Dissent Procedures” means the rules pertaining to the exercise of Dissent Rights as set forth in Division 2 of Part 8 of the BCBCA and Part 3 of this Plan of Arrangement, as modified and supplemented by the Interim Order.

(k) “Dissent Rights” means the rights granted in favour of registered holders of Company Shares to dissent to the Arrangement in accordance with Dissent Procedures.

(l) “Dissent Share” means a Company Share held by a Dissenting Shareholder.

(m) “Dissenting Shareholder” means a registered Company Shareholder who has exercised Dissent Rights in strict compliance with the Dissent Procedures, and who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights.

(n) “Effective Date” means the date selected by the Company upon which the Arrangement becomes effective.

(o) “Effective Time” means 12:01 a.m. (PST) on the Effective Date, or such other time on the Effective Date as determined by the Company.

(p) “Final Order” means the final order of the Court approving the Arrangement.

(q) “Interim Order” means an interim order of the Court concerning the Arrangement in respect of the Company, containing declarations and directions with respect to the Arrangement and the holding of the Meeting, as such order may be affirmed, amended or modified by any court of competent jurisdiction.

(r) “Meeting” means the meeting of Company Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order to vote on the Arrangement Resolution.

(s) “Party” and “Parties” means a party and the parties to this Agreement respectively.

(t) “Plan of Arrangement” means the plan of arrangement set out in Schedule 1 attached hereto.

(u) “SpinCo Shareholder” means a holder of SpinCo Shares.

(v) “SpinCo Shares” means the common shares in the capital of SpinCo.

(w) “Tax Act” means the Income Tax Act (Canada) and the regulations promulgated thereunder, all as amended from time to time.

1.2 Time of Essence. Time is of the essence for this Agreement.

1.3 Number and Gender. This Agreement is to be read with all changes in gender or number as required by the context.

1.4 Headings. The headings in this Agreement are for convenience of reference only and do not affect the interpretation of this Agreement.

1.5 Currency. Unless otherwise indicated, all dollar amounts referred to in this Agreement are in the lawful currency of Canada.

1.6 Governing Law. This Agreement, any amendment, addendum or supplement hereto, and all other documents relating hereto will be governed by and construed in accordance with the laws of British Columbia. The parties hereto irrevocably attorn and submit to the exclusive jurisdiction of the courts of British Columbia with respect to any dispute related to or arising from this Agreement.

1.7 Statutes. Unless otherwise stated, any reference to a statute includes and is a reference to such statute and to the regulations made pursuant to it, with all amendments thereto and in force from time to time, and to any statute or regulations that may be passed which supplement or supersede such statute or such regulations.

1.8 Appendices. The following schedules and appendices attached hereto are incorporated into and form an integral part of this Agreement:

(a) Schedule 1 – Plan of Arrangement

Part 2 THE ARRANGEMENT

2.1 Arrangement. The Parties shall effect the Arrangement in accordance with the Arrangement Provisions and substantially on the terms and conditions set out in this Agreement, including the Plan of Arrangement attached hereto as Schedule 1.

2.2 Effective Date and Time. The Arrangement will become effective on the Effective Date at the Effective Time.

2.3 Steps of the Arrangement. The Arrangement shall be effected in the following manner:

(a) The Parties shall proceed forthwith to apply for the Interim Order providing for, among other things, the calling and holding of the Meeting for the purpose of, among other things, considering and, if deemed advisable, approving and adopting the Arrangement;

(b) The SpinCo Shareholder shall approve the Arrangement by consent resolutions;

(d) If the Company Shareholders approve the Arrangement, the Company shall thereafter (subject to the exercise of any discretionary authority by the Company’s board of directors) take the necessary actions to submit the Arrangement to the Court for approval and grant of the Final Order; and

(e) Upon receipt of the Final Order and subject to the conditions in Part 4 and Part 5, the Parties shall carry out the remaining transactions comprising the Arrangement, including but not limited to the transactions set out in the Plan of Arrangement.

2.4 Interim Order. The Interim Order shall provide that:

(a) the securities of the Company for which Company Shareholders shall be entitled to vote on the Arrangement Resolution shall be the Company Shares;

(b) the Company Shareholders shall be entitled to vote on the Arrangement Resolution, with each Company Shareholder being entitled to one vote for each Company Share held by such holder; and

(c) the requisite majority for the approval of the Arrangement Resolution shall be two-thirds of the votes cast by the Company Shareholders present in person or by proxy at the Meeting.

2.5 U. S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all securities to be issued pursuant to the Arrangement will be issued in reliance on the exemption under section 3(a)(10) of the Securities Act of 1933, as amended (the “US Exemption”).

To ensure availability of the US Exemption, SpinCo agrees that the Arrangement will be carried out on the following basis:

(a) the Arrangement will be subject to the approval of the Court;

(b) the Court will be advised as to the intention of the parties to rely on the US Exemption prior to the hearing required to approve the Arrangement;

(c) the Court will be required to satisfy itself as to the fairness of the Arrangement to the Company Shareholders subject to the Arrangement;

(d) the Court will have determined, prior to approving the Arrangement, that the terms and conditions of the exchanges of securities under the Arrangement are fair to the Company Shareholders pursuant to the Arrangement;

(e) the order approving the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being fair to the Company Shareholders pursuant to the Arrangement;

(f) The Company will ensure that each person entitled to receive securities pursuant to the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with the sufficient information necessary for them to exercise that right; and

(g) the Interim Order will specify that each person entitled to receive securities pursuant to the Arrangement will have the right to appear before the Court so long as they enter an appearance within a reasonable time.

Part 3 COVENANTS

3.1 Mutual Covenants. Each of the Parties hereby covenants with the other that it will perform all such acts and things, and execute and deliver all such agreements, notices and other documents and instruments as may reasonably be required to facilitate the carrying out of the intent and purpose of this Agreement, and to complete the Arrangement.

Part 4 CONDITIONS PRECEDENT

4.1 Mutual Conditions. The Parties' obligations to complete the transactions contemplated in this Agreement are subject to satisfaction of the following conditions on or before the Effective Date:

(a) the Arrangement Resolution will have been passed by the Shareholders in accordance with the Interim Order;

(b) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to the Company and the Purchaser, acting reasonably, on appeal or otherwise;

(d) all other material consents, orders and approvals, including any regulatory or judicial approvals or orders, that the Company or SpinCo considers necessary or desirable to effect the Arrangement will have been obtained or received from the persons, authorities or bodies

having jurisdiction in the circumstances on terms and conditions that are acceptable to the Company or SpinCo, as applicable;

(e) no order, injunction, decree or any other kind of prohibition under Applicable Laws which restrains or enjoins the consummation of the Arrangement or any of the other transactions contemplated by this Agreement is in force immediately before the Effective Time; and

(f) this Agreement has not been terminated in accordance with its terms.

4.2 Closing. The Arrangement will be completed on the Effective Date via an email exchange between the Parties of all documents required to complete the transactions contemplated herein, provided that such documents are delivered on undertakings by each Party to hold the documents in escrow until the Effective Time, subject to the fulfillment or waiver of any conditions precedent in this Agreement.

4.3 Merger of Conditions. The conditions set out in section 4.1 hereof shall be conclusively deemed to have been satisfied, waived or released upon the occurrence of the Effective Date.

4.4 Merger of Representations and Warranties. The representations and warranties in section 6.1 shall be conclusively deemed to be correct as of the Effective Date and each shall accordingly merge in and not survive the effectiveness of the Arrangement.

Part 5 AMENDMENT & TERMINATION

5.1 Amendment. This Agreement may at any time and from time to time before or after the holding of the Meeting be amended by written agreement of the Parties hereto without, subject to Applicable Laws, further notice to or authorization on the part of their respective securityholders for any reason whatsoever.

5.2 Termination. This Agreement may, at any time before or after the holding of the Meeting but before the Effective Time, be terminated by the mutual written agreement of the Company and SpinCo.

Part 6 REPRESENTATIONS AND WARRANTIES

6.1 By All Parties. Each of the Parties hereby represents and warrants to the other Party that:

(a) It is a corporation duly incorporated and validly subsisting under the laws of its jurisdiction of existence, and has full capacity and authority to enter into this Agreement and to perform its covenants and obligations hereunder;

(b) It has taken all corporate actions necessary to authorize the execution and delivery of this Agreement and this Agreement has been duly executed and delivered by it;

(c) Neither the execution and delivery of this Agreement nor the performance of any of its covenants and obligations hereunder will constitute a material default under, or be in any material contravention or breach of: (i) any provision of its constating or governing corporate documents, (ii) any judgment, decree, order, law, statute, rule or regulation applicable to it, or (iii) any agreement or instrument to which it is a party or by which it is bound; and

(d) No dissolution, winding up, bankruptcy, liquidation or similar proceeding has been commenced or is pending or proposed in respect of it.

Part 7 GENERAL

7.1 Entire Agreement. This Agreement contains the whole agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions between the Parties and there are no representations, warranties, covenants, conditions or other terms other than expressly contained in this Agreement.

7.2 Severability. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity, legality or enforceability of any other provision hereof.

7.3 Further Assurances. Each Party will execute and deliver to the other any additional instruments and will take any additional steps that may be reasonably required to give full effect to this Agreement.

7.4 No Assignment. This Agreement, which includes any interest granted or right arising under this Agreement, may not be assigned or transferred without the prior written consent of the other Party.

7.5 Amendment & Waiver. No amendment to this Agreement will be valid or binding unless set forth in writing and duly executed by all the Parties. No waiver of any breach of any term or provision of this Agreement will be effective or binding unless made in writing and signed by the Party purporting to give the same, and unless otherwise provided, will be limited to the specific breach waived.

7.6 Enurement. This Agreement binds and enures to the benefit of the Parties and their respective successors and permitted assigns.

7.7 Notice. Any notice or communication required in this Agreement must be in writing and delivered by trackable courier, in person or by email as follows:

(a) If to the Company:
Teuton Resources Corp.
2130 Crescent Rd.
Victoria, B.C., V8S 2H3
Attn: Dino Cremonese
Email: [email protected]

(b) If to SpinCo:
Luxor Metals Ltd.
2130 Crescent Rd.
Victoria, B.C., V8S 2H3
Attn: Dino Cremonese
Email: [email protected]

Any notice or communication given will be deemed delivered on the day of delivery or fax transmission provided it is received before 4:00 pm (local time) at the place of receipt, as otherwise it will be deemed delivered on the following business day.

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7.8 Execution by Counterparts. This Agreement may be executed in counterparts with original, telefacsimile or electronic signatures, with each counterpart when delivered to be deemed an original and all of which when taken together to constitute one and the same instrument.

The Parties have executed this Agreement on the date first written above.

TEUTON RESOURCES CORP.

Per: /s/ Dino Cremonese
Name: Dino Cremonese
Title: President

LUXOR METALS LTD.

Per: /s/ Dino Cremonese
Name: Dino Cremonese
Title: President

Schedule 1

PLAN OF ARRANGEMENT
pursuant to the Arrangement Agreement dated January 23, 2025 between
Teuton Resources Corp. and Luxor Metals Ltd.

Part 1 INTERPRETATION

1.1 Definitions. In this Plan of Arrangement, unless the context otherwise requires:

(a) “Arrangement” means the arrangement as contemplated by the arrangement agreement to which this Schedule is attached hereto.

(b) “Arrangement Resolution” means the special resolution to be considered by the Company Shareholders at the Meeting to approve the Arrangement.

(c) “BCBCA” means the Business Corporations Act (British Columbia) and the regulations promulgated thereunder, all as amended from time to time.

(d) “Business Day” means a day other than a Saturday, Sunday or a statutory holiday in Vancouver, British Columbia.

(e) “Company” means Teuton Resources Corp.

(f) “Company Options” means stock options of the Company.

(g) “Company Shareholder” means a holder of Company Shares.

(h) “Company Shares” means the common shares in the capital of the Company.

(i) “Court” means the Supreme Court of British Columbia.

(k) “Dissent Rights” means the rights granted in favour of registered holders of Company Shares to dissent to the Arrangement in accordance with Dissent Procedures.

(l) “Dissent Share” means a Company Share held by a Dissenting Shareholder.

(n) “Effective Date” means the date selected by the Company upon which the Arrangement becomes effective.

(o) “Effective Time” means 12:01 a.m. (PST) on the Effective Date, or such other time on the Effective Date as determined by the Company.

(p) “Encumbrances” means, with respect to a property or asset, any mortgage, pledge, assignment, hypothec, charge, lien, security interest, adverse right or claim, other third party interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by law, contract or otherwise) capable of becoming any of the foregoing.

(q) “Final Order” means the final order of the Court approving the Arrangement.

(r) “Interim Order” means an interim order of the Court concerning the Arrangement in respect of the Company, containing declarations and directions with respect to the Arrangement and the holding of the Meeting, as such order may be affirmed, amended or modified by any court of competent jurisdiction.

(s) “Meeting” means the meeting of Company Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order to vote on the Arrangement Resolution.

(t) “SpinCo” means Luxor Metals Ltd.

(u) “SpinCo Shareholder” means a holder of SpinCo Shares.

(v) “SpinCo Shares” means the common shares in the capital of SpinCo.

(w) “Spinout Assets” means the assets to be transferred from the Company to SpinCo pursuant to the terms herein, consisting of:

(i) $300,000 cash;

(ii) approximately $1,600,000 worth of marketable securities; and

(iii) the Spinout Properties.

(x) “Spinout Liabilities” means the liabilities, if any, of the Company in connection with the Spinout Properties.

(y) “Spinout Properties” means six mineral properties in the Province of British Columbia known as (1) the Big Gold Property, (2) the Eskay Rift Property, (3) the Four J’s Property, (4) the Pearson Property, (5) the Tennyson Property and (6) the Leduc Silver Property, all as more particularly described in Exhibit 1 attached hereto.

(z) “Tax Act” means the Income Tax Act (Canada) and the regulations promulgated thereunder, all as amended from time to time.

1.2 Context. This Agreement is to be read with all changes in gender or number as required by the context. The headings in this Agreement are for convenience of reference only and do not affect the interpretation of this Agreement.

Part 2 THE ARRANGEMENT

2.1 Arrangement Agreement. This Plan of Arrangement is made pursuant to, and forms part of, the Arrangement Agreement. If there is any conflict or inconsistency between the provisions of this Plan of Arrangement and the Arrangement Agreement, the provisions of this Plan of Arrangement will govern.

2.2 Binding Effect. At the Effective Time, this Plan of Arrangement will be binding on the Company, the Company Shareholders (including Dissenting Shareholders), the holders of Company Options, SpinCo and holders of SpinCo Shares.

2.3 Steps of the Arrangement. On the Effective Date, each of the events set out below will occur and shall be deemed to occur in the following sequence or as otherwise provided below or herein, without any further act or formality notwithstanding anything contained in the provisions attaching to any of the securities of the Company or SpinCo:

(a) Each Dissent Share shall be deemed to have been transferred to and acquired by the Company free and clear of any Encumbrances, and thereupon:

(i) the Dissenting Shareholder will be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign the Dissent Shares to The Company;

(ii) the Dissent Shares so transferred to the Company by the Dissenting Shareholder shall be cancelled; and

(iii) the Dissenting Shareholder's name will be removed as the holder of the Dissent Shares from the Company's central securities register, and the Dissenting Shareholder will cease to have any rights as an Company Shareholder other than the right to be paid by the Company the fair value of such Dissent Shares in accordance with Part 3 of this Plan of Arrangement, net of any applicable withholding tax.

(b) The Company shall transfer, convey and sell the Spinout Assets to SpinCo, free and clear of any Encumbrances, for a purchase price equal to the fair market value of the Spinout Assets at the time of the transfer.

(c) In consideration of the Spinout Assets, SpinCo shall assume the Spinout Liabilities, if any, and issue to the Company that number of SpinCo Shares which equal to one-third of the Company Shares issued and outstanding as of the close of business on the Record Date.

(d) An amount shall be added to the capital in respect of the SpinCo Shares issued as consideration on the transfer of the Spinout Assets will equal the amount the Company and SpinCo agree to in their election referred to above, less an amount equal to the fair market value of any non-share consideration paid by SpinCo for the Spinout Assets and the Spinout Liabilities (if any).

(e) The Company shall distribute the SpinCo Shares to all Company Shareholders, excepting Dissenting Shareholders if any, on the basis of one SpinCo Share for every three Company Shares held on the Record Date, as a return of capital.

(f) The SpinCo Share issued to the Company on SpinCo's date of incorporation shall be cancelled for no consideration.

2.4 No Fractional Securities. No fractional SpinCo Shares will be distributed to Company Shareholders. All fractional amounts arising under this Plan of Arrangement will be rounded down to the next whole number without any compensation therefor. Any SpinCo Shares not distributed as a result of so rounding down will be cancelled by SpinCo.

2.5 Deemed Fully Paid and Non-Assessable Shares. All SpinCo Shares issued pursuant hereto shall be deemed to be validly issued and outstanding as fully paid and non-assessable shares for all purposes of the BCBCA.

2.6 Supplementary Actions. Notwithstanding that the transactions and events set out in section 2.3 above will occur and will be deemed to occur in the chronological order therein set out without any act or formality, each of the Company and SpinCo will be required to make, do and execute or cause and procure to be made, done and executed all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may be required to give effect to, or further document or evidence, any of the transactions or events set out in section 2.3 above, including, without limitation, any resolutions of directors authorizing the issue, transfer or redemption of shares, any share transfer

powers evidencing the transfer of shares and any receipt therefor, any necessary additions to or deletions from share registers, warrant certificates and agreements for stock options.

2.7 Withholding. The Company, SpinCo and the Depositary will each be entitled to deduct and withhold from any amount payable by it under this Plan of Arrangement the amount, if any, that it is required to deduct and withhold under the Tax Act or any applicable federal, provincial, territorial, state, local, or foreign tax law. To the extent that an amount is so withheld, the amount will be treated for all purposes as having been paid to the recipient of the payment in respect of which the deduction and withholding is made, provided that the amount is actually remitted in accordance with applicable law to the appropriate taxing authority.

2.8 No Encumbrances. Any exchange or transfer of securities pursuant to this Plan of Arrangement will be free and clear of any Encumbrances of any kind.

2.9 U.S. Securities Law Matters. The Court will be advised that the Arrangement will be carried out with the intention that all securities issued and exchanged on completion of the Arrangement will be issued and exchanged in reliance on the Section 3(a)(10) Exemption.

2.10 Paramountcy. From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all Company Shares and Company Options issued before the Effective Time, (b) the rights and obligations of the registered Company Shareholders, Company Option holders, SpinCo and any transfer agent or other depositary therefor, shall be solely as provided for in this Plan of Arrangement, and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Company Share or Company Options outstanding as at the Effective Time will be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.

Part 3 DISSENT RIGHTS

3.1 Exercising Dissent Rights. Registered Company Shareholders may exercise Dissent Rights in accordance with the Dissent Procedures and any order of the Court, provided:

(a) The Company receives a written notice of dissent from any such Dissenting Shareholder by no later than 4:00 pm (Vancouver time) on March 18, 2025, or in the case of any adjournment or postponement of the Meeting, the date which is two Business Days before the date of the Meeting; and

(b) Such shareholder has not voted in favour of the Arrangement Resolution.

3.2 Deemed Participation or Non-Participation. Any registered Company Shareholder who duly exercises Dissent Rights in accordance with the Dissent Procedures:

(a) will be deemed to have transferred their Dissent Shares to the Company for cancellation as of the Effective Time pursuant to section 2.3(a) above, if such Dissenting Shareholder is determined to be ultimately entitled to be paid fair value for their Dissent Shares by the Company; or

(b) will be deemed to have participated in the Arrangement on the same basis as a non-Dissenting Shareholder and will receive SpinCo Shares on the same basis as every other non-Dissenting

Shareholder, if for any reason such Dissenting Shareholder is determined to be ultimately not entitled to be paid for their Dissent Shares by the Company.

3.3 Dealing with Undistributed SpinCo Shares. The Company's board of directors shall have sole discretion to deal, as it sees fit, with those SpinCo Shares reserved for distribution to Dissenting Shareholders but ultimately not distributed to such shareholders as a result of the exercise of their Dissent Rights.

Part 4 AMENDMENTS AND WITHDRAWAL

4.1 Amendment. The Company, in its sole discretion, reserves the right to amend, modify and/or supplement this Plan of Arrangement from time to time at any time before the Effective Time provided that any such amendment, modification or supplement must be contained in a written document that is filed with the Court and, if made following the Meeting, approved by the Court.

4.2 Amendments Made Before or At the Meeting. Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company at any time before or at the Meeting, with or without any prior notice or communication, and if so proposed and accepted by the Shareholders voting at the Meeting, will become part of this Plan of Arrangement for all purposes.

4.3 Amendments Made After the Meeting. Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company after the Meeting but before the Effective Time and any such amendment, modification or supplement which is approved by the Court following the Meeting will be effective and will become part of the Plan of Arrangement for all purposes. Notwithstanding the foregoing, any amendment, modification or supplement to this Plan of Arrangement may be made following the granting of the Final Order unilaterally by the Company, provided that it concerns a matter which, in the reasonable opinion of the Company, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of any holder of Company Shares or SpinCo Shares.

4.4 Withdrawal. Notwithstanding any prior approvals by the Court or by Shareholders, the Company's board of directors may decide not to proceed with the Arrangement and to revoke the resolution approving the Arrangement at any time before the Effective Time without further approval of the Court or Company Shareholders.

Exhibit 1
List of Mineral Claims Comprising the Property

Tenure #	Area (Ha)	Issue Date	Good Standing Date
250846	400.0	1/9/1980	10/15/2030
251127	100.0	9/27/1983	10/15/2031
251128	100.0	9/27/1983	10/15/2031
251129	100.0	9/27/1983	10/15/2031
251130	100.0	9/27/1983	10/15/2031
409039	25.0	3/12/2004	10/15/2030
409040	150.0	3/12/2004	10/15/2030
409042	500.0	3/12/2004	10/15/2030
409053	400.0	3/12/2004	10/15/2030
415486	500.0	11/8/2004	10/15/2030
415487	500.0	11/8/2004	10/15/2030
415488	500.0	11/8/2004	10/15/2030
415489	500.0	11/8/2004	10/15/2030
504858	323.1	1/26/2005	10/15/2030
504863	71.8	1/26/2005	10/15/2030
508703	1062.4	3/10/2005	10/30/2030
508705	953.5	3/10/2005	10/30/2030
508775	144.0	3/11/2005	10/30/2030
508777	360.1	3/11/2005	10/30/2030
508799	377.6	3/11/2005	10/15/2031
508802	323.3	3/11/2005	10/15/2030
508807	1040.4	3/11/2005	10/15/2030
508811	125.6	3/11/2005	10/15/2030
508828	899.3	3/11/2005	10/15/2030
508887	431.6	3/14/2005	10/15/2030
508888	431.8	3/14/2005	10/15/2030
508889	432.0	3/14/2005	10/15/2030
508891	432.2	3/14/2005	10/15/2030
508893	450.4	3/14/2005	10/15/2030
508894	450.4	3/14/2005	10/15/2030
508895	360.2	3/14/2005	10/15/2030
508898	377.9	3/14/2005	10/30/2030
508899	215.4	3/14/2005	10/15/2030
520248	358.9	9/21/2005	7/15/2030

Tenure #	Area (Ha)	Issue Date	Good Standing Date
520250	448.9	9/21/2005	8/15/2030
520252	323.1	9/21/2005	10/15/2030
520254	430.4	9/21/2005	7/15/2030
520257	430.6	9/21/2005	8/15/2030
520258	359.0	9/21/2005	10/15/2030
520260	269.4	9/21/2005	8/15/2030
527347	449.0	2/9/2006	10/15/2030
527349	431.3	2/9/2006	10/15/2030
527350	359.6	2/9/2006	10/15/2030
535888	448.7	6/18/2006	10/15/2030
535889	448.5	6/18/2006	10/15/2030
535892	448.7	6/18/2006	10/15/2030
535896	448.8	6/18/2006	10/15/2030
535897	449.0	6/18/2006	10/15/2030
535932	107.8	6/19/2006	10/15/2031
535939	107.8	6/19/2006	10/15/2031
535940	125.8	6/19/2006	10/15/2031
535941	143.8	6/19/2006	10/15/2031
889698	107.7	8/16/2011	10/15/2030
995980	377.1	6/11/2012	10/15/2030
1010629	359.0	7/3/2012	10/15/2030
1015604	412.7	1/1/2013	4/15/2030
1015780	17.9	1/7/2013	10/15/2030
1041331	538.4	1/16/2016	10/15/2030
1104937	18.0	6/25/2023	10/15/2030

AI assistant

Teuton Resources Corp. M&A Activity 2025

44379_rns_2025-03-14_88c6d550-812e-4484-bb6a-4b5b8412baab.pdf

ARRANGEMENT AGREEMENT

BETWEEN

WHEREAS:

Part 1 INTERPRETATION

Part 2 THE ARRANGEMENT

Part 3 COVENANTS

Part 4 CONDITIONS PRECEDENT

Part 5 AMENDMENT & TERMINATION

Part 6 REPRESENTATIONS AND WARRANTIES

Part 7 GENERAL

Part 2 THE ARRANGEMENT

Part 3 DISSENT RIGHTS

Part 4 AMENDMENTS AND WITHDRAWAL

AI assistant

Teuton Resources Corp. — M&A Activity 2025

44379_rns_2025-03-14_88c6d550-812e-4484-bb6a-4b5b8412baab.pdf

ARRANGEMENT AGREEMENT

BETWEEN

WHEREAS:

Part 1 INTERPRETATION

Part 2 THE ARRANGEMENT

Part 3 COVENANTS

Part 4 CONDITIONS PRECEDENT

Part 5 AMENDMENT & TERMINATION

Part 6 REPRESENTATIONS AND WARRANTIES

Part 7 GENERAL

Part 2 THE ARRANGEMENT

Part 3 DISSENT RIGHTS

Part 4 AMENDMENTS AND WITHDRAWAL

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Teuton Resources Corp. M&A Activity 2025