SHARE EXCHANGE AGREEMENT

among

TRANSITION OPPORTUNITIES CORP.

and

SMAC DEV PTY LTD.

and

THE UNDERSIGNED SHAREHOLDERS OF SMAC DEV PTY LTD.

Made as of the 7 day of April, 2026

SHARE EXCHANGE AGREEMENT

THIS AGREEMENT made as of the 7 day of April, 2026

AMONG:

TRANSITION OPPORTUNITIES CORP., a company existing under laws of the Province of Alberta

("TOP")

AND:

SMAC DEV PTY LTD., a company existing under the laws of Australia

("SMAC")

AND:

THE UNDERSIGNED SHAREHOLDERS OF SMAC, whose names and addresses are set out in the attached Schedule “A”

(individually, a “Vendor” and collectively, the “Vendors”)

WHEREAS:

A. the Vendors are the registered and/or the beneficial owners of the common shares of SMAC set out in Schedule “A”, which are all of the issued and outstanding securities of SMAC as at the date of this Agreement;

B. TOP is a “capital pool company” within the meaning of Policy 2.4 Capital Pool Companies (“Policy 2.4”) of the TSXV Corporate Finance Manual, and its common shares are listed and posted for trading on the TSXV (as hereinafter defined);

C. the Vendors wish to sell to TOP, and TOP wishes to purchase from the Vendors, the holders of the Convertible Notes (as hereinafter defined) and the subscribers to the Concurrent Financing (as hereinafter defined), the SMAC Common Shares (as hereinafter defined) on the terms and subject to the conditions set out in this Agreement, which acquisition will constitute TOP’s “qualifying transaction” within the meaning of Policy 2.4;

D. the completion of the transactions contemplated by this Agreement shall result in the reverse takeover of TOP by SMAC.

NOW THEREFORE IN CONSIDERATION of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged by each of the Parties, the Parties covenant and agree as follows:

ARTICLE 1

DEFINITIONS, INTERPRETATION AND SCHEDULES

1.1 Definitions

In this Agreement, and in the Schedules attached hereto, unless the context otherwise requires, the following words and terms with the initial letter or letters thereof capitalized have the meanings ascribed to them below:

(a) “ABCA” means the Alberta Business Corporations Act;

(b) “1933 Act” means the United States Securities Act of 1933;

(d) “affiliate” has the meaning ascribed to such term in Section 1(1) of the ABCA;

(e) “Agreement” means this share exchange agreement, together with the Schedules attached hereto, as amended, restated or supplemented from time to time;

(f) “Applicable Canadian Securities Laws” means collectively, and as the context may require, the securities legislation of each of the provinces and territories of Canada, and the rules, regulations and policies published and/or promulgated thereunder;

(g) “Business Day” means a day, other than a Saturday or Sunday, on which the principal commercial banks located in the City of Calgary, Alberta are open for business;

(h) “Closing” means the completion of the Share Exchange contemplated under this Agreement;

(i) “Closing Date” means the date of Closing, which shall be the fifth Business Day following the satisfaction or waiver of all of the conditions to the obligations of the Parties to consummate the Share Exchange (other than conditions that are satisfied with respect to actions the respective Parties will take at the Closing) or such other date as agreed to by TOP and SMAC;

(j) “Closing Time” means 9:00 a.m. (Calgary time) on the Closing Date or such other time on such date as TOP and SMAC may agree as the time at which the Closing shall take place;

(k) “Concurrent Financing” means a private placement to be completed by SMAC prior to the Closing Time of a minimum of 2,406,780 Subscription Receipts at a price of $0.295 per Subscription Receipt for aggregate gross proceeds of not less than $710,000, or such other amount as agreed to by SMAC and TOP;

(l) “Contract” means any written or oral mortgage, indenture, non-governmental permit or licence, franchise, lease or contract, agreement, commitment or arrangement by which a Party is bound or under which the Party has, or shall have, any rights or obligations;

(m) “Convertible Notes” means the unsecured convertible notes of SMAC which are automatically convertible into fully paid SMAC Common Shares immediately prior to completion of the Share Exchange;

(n) “Directed Selling Efforts” means directed selling efforts as that term is defined in Regulation S. Without limiting the foregoing, but for greater clarity in this Agreement, it means, subject to the exclusions from

the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the SMAC Common Shares and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the SMAC Common Shares;

(o) “Disclosed Beneficial Owner” means, in respect of any Vendor, any disclosed beneficial owner of the SMAC Common Shares who is identified by name in Schedule “A”;

(p) “Encumbrance” means any mortgage, pledge, assignment, charge, lien, royalty, claim, security interest, adverse interest, other third person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, licence, instrument, option, right or privilege (whether by law, contract or otherwise) capable of becoming any of the foregoing;

(q) “Environmental Approvals” means all permits, certificates, licences, authorizations, consents, instructions, registrations, directions or approvals issued or required by any Governmental Entity pursuant to any Environmental Laws;

(r) “Environmental Laws” means all applicable Laws, including applicable common law, relating to the protection of the environment and employee and public health and safety, and includes Environmental Approvals;

(s) “Governmental Entity” means any applicable:

(i) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign;

(ii) subdivision, agent, commission, board or authority of any of the foregoing;

(iii) quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or

(iv) any other body or entity created under the authority of or otherwise subject to the jurisdiction of any of the foregoing, including the TSXV or any stock or other securities exchange or professional association;

(t) “IFRS” means International Financial Reporting Standards, as adopted by the International Accounting Standards Board, as amended from time to time;

(u) “International Jurisdiction” means a country other than Canada or the United States;

(v) “Laws” means all laws, statutes, codes, ordinances, decrees, rules, regulations, by-laws, statutory rules, principles of law, published policies and guidelines, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, including general principles of common and civil law, and terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity, and the term “applicable” with respect to such Laws and in the context that refers to one or more persons, means that such Laws apply to such person or persons or its or their business, undertaking, property or securities and emanate from a Governmental Entity (or any other person) having jurisdiction over the aforesaid person or persons or its or their business, undertaking, property or securities;

(w) “Material Adverse Change” means, in respect of a Party, any one or more changes, effects, events, occurrences or states of facts that, either individually or in the aggregate, have, or would reasonably be expected to have, a Material Adverse Effect on the Party and its Subsidiaries, on a consolidated basis;

(x) “Material Adverse Effect” means, in respect of a Party, any change, effect, event, occurrence or state of facts that, individually or in the aggregate, with other such changes, effects, events, occurrences or states of facts, is or would reasonably be expected to be material and adverse to the assets, liabilities, business, properties, operations, results of operations or condition (financial or otherwise) of the Party and its Subsidiaries (on a consolidated basis), except any change, effect, event, occurrence or state of facts resulting from or relating to:

(i) the announcement of the execution of this Agreement or the transactions contemplated hereby or the performance of any obligation hereunder or communication by the applicable Party of its plans or intentions with respect to the other Party;

(ii) changes in the United States, Australian and Canadian economies in general or the United States, Australian and Canadian capital or currency markets in general;

(iii) the threat, commencement, occurrence or continuation of any war, armed hostilities, acts of environmental groups, civil strife, or acts of terrorism;

(iv) any change in applicable Laws or in the interpretation thereof by any Governmental Entity;

(v) any change in IFRS;

(vi) any natural disaster, epidemic, or pandemic;

(vii) any change relating to foreign currency exchange rates; or

(viii) any change in sulphur or sulphuric acid prices.

provided that, in the case of any changes referred to in clauses (ii) to (vii) above, such changes do not have a materially disproportionate effect on the Party relative to comparable resource development companies;

(y) “Material Contracts” means all Contracts or other obligations or rights (and all amendments, modifications and supplements thereto and all side letters to which SMAC or TOP, as the case may be, is a party affecting the obligations of any party thereunder) to which SMAC or TOP, or any of their Subsidiaries, as the case may be, is a party or by which any of their respective properties or assets are bound that are material to the business, properties or assets of SMAC or TOP, as the case may be, taken as a whole, including to the extent any of the following are material to the business, properties or assets of SMAC or TOP, as the case may be, taken as a whole, all:

(i) employment, severance, personal services, consulting, non-competition or indemnification contracts (including any Contract to which SMAC or TOP, as the case may be, is a party involving employees);

(ii) Contracts granting a right of first refusal or first negotiation;

(iii) partnership or joint venture agreements;

(iv) Contracts for the acquisition, sale or lease of material properties or assets of SMAC or TOP, as the case may be (by purchase or sale of assets or stock or otherwise);

(v) Contracts with any Governmental Entity;

(vi) loan or credit agreements, mortgages, indentures or other Contracts or instruments evidencing indebtedness for borrowed money by SMAC or TOP, as the case may be, or any such agreement pursuant to which indebtedness for borrowed money may be incurred;

(vii) Contracts that purport to limit, curtail or restrict the ability of SMAC or TOP, as the case may be, to engage in any line of business activities or to acquire property in any geographic area;

(viii) commitments and agreements to enter into any of the foregoing;

(ix) all Contracts that provide for annual payments to or from SMAC or TOP, as the case may be, in excess of $50,000 per annum; and

(x) for greater certainty, includes the Material Contracts of SMAC and TOP, as applicable, as set out in Schedule “B”;

(z) “Noteholders” means the holders of the Convertible Notes;

(aa) “Outside Date” means the latest date by which the transactions contemplated by this Agreement are to be completed, which date shall be July 31, 2026 or such later date as TOP and SMAC may mutually agree in writing;

(bb) “Party” means, as the context requires, either TOP, SMAC or the Vendors and “Parties” means all of them;

(cc) “person” includes any individual, firm, partnership, joint venture, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, Governmental Entity, syndicate or other entity, whether or not having legal status;

(dd) “Policy 2.4” has the meaning ascribed thereto in Recital B hereto;

(ee) “Principals” has the meaning given to such term in Policy 1.1 – Interpretation of the TSXV Corporate Finance Manual;

(ff) “Regulation D” means Regulation D promulgated under the 1933 Act;

(gg) “Regulation S” means Regulation S promulgated under the 1933 Act;

(hh) “Securities Authorities” means domestic and foreign securities commissions and/or other securities regulatory authorities, including the securities commissions and regulatory authorities in the provinces and territories of Canada;

(ii) “SEDAR+” means the System for Electronic Document Analysis and Retrieval Plus;

(jj) “Share Exchange” means the share exchange between TOP and the Vendors pursuant to the terms and subject to the conditions set forth in this Agreement, subject to any amendment thereto in accordance herewith;

(kk) “SMAC” means SMAC DEV PTY LTD., a company existing under the laws of Australia;

(ll) “SMAC Board” means the board of directors of SMAC;

(mm) “SMAC Common Shares” means the common shares in the capital of SMAC;

(nn) “SMAC Financial Statements” means the audited annual financial statements of SMAC for the period ended June 30, 2025, including audited comparatives to the period ended June 30, 2024, and the interim financial statements for the period ended September 30, 2025 and the notes thereto;

(oo) “Subscribers” means the purchasers of Subscription Receipts issued under the Concurrent Financing;

(pp) “Subscription Agreement” means the form of Subscription Receipt purchase and sale agreement to be entered into as between SMAC and Subscribers;

(qq) “Subscription Receipts” means subscription receipts of SMAC to be issued pursuant to the Concurrent Financing where each subscription receipt shall be convertible into one SMAC Common Share upon satisfaction of certain escrow release conditions;

(rr) “Subsidiary” has the meaning ascribed thereto in Section 2(2) of the ABCA;

(ss) “Substantial U.S. Market Interest” means substantial U.S. market interest as that term is defined in Regulation S;

(tt) “Tax” and “Taxes” means all taxes, assessments, charges, dues, duties, rates, fees, imposts, levies and similar charges of any kind lawfully levied, assessed or imposed by any Governmental Entity, including all income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all capital taxes, gross receipts taxes, environmental taxes, sales taxes, use taxes, ad valorem taxes, value added taxes, transfer taxes (including, without limitation, taxes relating to the transfer of interests in real property or entities holding interests therein), franchise taxes, license taxes, withholding taxes, payroll taxes, employment taxes, Canada Pension Plan contributions, excise, severance, social security, workers’ compensation, employment insurance or compensation taxes or premium, stamp taxes, occupation taxes, premium taxes, property taxes, windfall profits taxes, alternative or add-on minimum taxes, goods and services tax, customs duties or other taxes, fees, imports, assessments or charges of any kind whatsoever, together with any interest and any penalties or additional amounts imposed by any taxing authority (domestic or foreign) on such entity, and any interest, penalties, additional taxes and additions to tax imposed with respect to the foregoing;

(uu) “Tax Act” means the Canada Income Tax Act;

(vv) “Tax Returns” means all returns, schedules, elections, declarations, reports, information returns, notices, forms, statements and other documents made, prepared or filed with any taxing authority or required to be made, prepared or filed with any taxing authority relating to Taxes;

(ww) “TOP” means Transition Opportunities Corp., a company existing under the ABCA;

(xx) “TOP Board” means the board of directors of TOP;

(yy) “TOP Common Shares” means the common shares in the capital of TOP as presently constituted;

(zz) “TOP Consideration Shares” means the TOP Shares being issued to the Vendors pursuant to the Share Exchange;

(aaa) “TOP Financial Statements” has the meaning ascribed thereto in Section 3.3(1);

(bbb) “TOP Options” means the stock options exercisable to purchase TOP Common Shares;

(ccc) “TOP Prospectus” means the long form prospectus prepared by TOP, with the co-operation of SMAC, in accordance with National Instrument 41-101 – General Prospectus Requirements;

(ddd) “TOP Public Documents” means the public documents filed by TOP and available on SEDAR+ under TOP’s SEDAR+ profile;

(eee) “TOP Warrants” means the common share purchase warrants exercisable to purchase TOP Common Shares;

(fff) “TSXV” means the TSX Venture Exchange;

(ggg) “United States” or “U.S.” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

(hhh) “U.S. Accredited Investor” means an “accredited investor” as defined in Rule 501(a) of Regulation D;

(iii) “U.S. Person” means a “U.S. person” as that term is defined in Regulation S; and

(jjj) “Vendors” has the meaning ascribed thereto on the first page of this Agreement.

In addition, words and phrases used herein and defined in the ABCA shall have the same meaning herein as in the ABCA unless the context otherwise requires.

1.2 Interpretation Not Affected by Headings

The division of this Agreement into articles, sections, subsections, paragraphs and subparagraphs and the insertion of headings herein are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “herein”, “hereto”, “hereunder” and similar expressions refer to this Agreement and the Schedules attached hereto and not to any particular Article, Section or other portion hereof and include any agreement, schedule or instrument supplementary or ancillary hereto or thereto.

1.3 Section References

All references in this Agreement to a designated Article, Section, paragraph, clause or other subdivision, or to a Schedule, is to the designated Article, Section, Paragraph, clause or other subdivision of or Schedule to this Agreement unless otherwise specifically stated.

1.4 Number and Gender

In this Agreement, unless the context otherwise requires, words importing the singular only shall include the plural and vice versa, words importing the masculine gender shall include the feminine and neuter genders and vice versa, and words importing persons shall include individuals, partnerships, associations, trusts, unincorporated organizations and corporations.

1.5 Date for any Action

If the date on which any action is required to be taken hereunder by any party hereto is not a Business Day, such action shall be required to be taken on the next succeeding day that is a Business Day.

1.6 Statutory References

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

1.7 Document References

All references herein to any agreement (including this Agreement), document or instrument mean such agreement, document or instrument as amended, supplemented, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, includes all Schedules and exhibits attached thereto.

1.8 Currency

Unless otherwise stated, all references in this Agreement to dollar amounts are expressed in Canadian currency.

1.9 Invalidity of Provisions

Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof. To the extent permitted by applicable Laws, the Parties waive any provision of Law that renders any provision of this Agreement or any part thereof invalid or unenforceable in any respect. The Parties shall engage in good faith negotiations to replace any provision hereof or any part thereof that is declared invalid or unenforceable with a valid and enforceable provision or part thereof, the economic effect of which approximates as much as possible the invalid or unenforceable provision or part thereof that it replaces.

1.10 Accounting Matters

Unless otherwise stated, all accounting terms used in this Agreement have the meanings attributable thereto hereunder, and all determinations of an accounting nature required to be made hereunder shall be made in a manner consistent with IFRS.

1.11 Knowledge

Where the phrases “to the knowledge of TOP” or “to the knowledge of SMAC” are used in respect of TOP or SMAC, such phrase shall mean, in respect of each representation and warranty or other statement which is qualified by such phrase, that such representation and warranty or other statement is being made based upon:

(a) in the case of TOP, the actual knowledge of John Pantazopoulos, the Chief Executive Officer and President, and Xiaodi Jin, a director, of TOP after due inquiry and investigation; and

(b) in the case of SMAC, the actual knowledge of Hamish Collins, the Chief Executive Officer, Dan Johnson, the Executive Director, and Daryl Midgley, the Chief Financial Officer and Secretary, of SMAC after due inquiry and investigation.

1.12 Meaning of Certain Phrases

In this Agreement the phrase “in the ordinary and regular course of business” shall mean and refer to those activities that are normally conducted by corporations engaged in resource development, the word “or” is not exclusive and the words “include”, “includes” or “including” shall not be considered to set forth an exhaustive list (whether or not non-limited language, such as “without limitation” or “but not limited to” or words of similar import is used with reference to such terms).

1.13 Schedules

The following Schedules are attached to, and are deemed to be incorporated into and form part of, this Agreement:

Schedule “A” – Vendors
Schedule “B” – Material Contracts

ARTICLE 2

THE SHARE EXCHANGE

2.1 Terms of Share Exchange

The Parties hereby covenant and agree to implement the Share Exchange in accordance with the terms and subject to the conditions of this Agreement, as follows:

(a) at the Closing Time, subject to the terms and conditions set out in this Agreement and in reliance on the representations, warranties and covenants set forth herein:

(i) each Vendor will sell to TOP, and TOP will purchase from each Vendor, the number of SMAC Common Shares which are held by the Vendor,

(ii) each Noteholder will sell to Top, and TOP will purchase from each Noteholder, the number of SMAC Common Shares which are held by the Noteholder upon conversion of their Convertible Notes pursuant to the terms thereof, and

(iii) each Subscriber will sell to TOP, and TOP will purchase from each Subscriber, the number of SMAC Common Shares which are held by the Subscriber upon the conversion of their Subscription Receipts pursuant to the terms of the Subscription Agreements,

in each case free and clear of all Encumbrances, by way of an exchange of shares;

(b) the Share Exchange shall proceed on the basis of 1.76 TOP Consideration Share being allotted and issued to the Vendors, Noteholders and Subscribers at a deemed price of $0.167 per TOP Consideration Share for every one (1) SMAC Common Share purchased by TOP; and

2.2 Share Exchange Procedure

Subject to the fulfillment of all the terms and conditions hereof and subject to Section 4.2(i), at the Closing each Vendor, Noteholder and, pursuant to the terms of the Subscription Agreements, each Subscriber shall exchange its certificate(s) representing the SMAC Common Shares held by it by delivering such certificate(s) to TOP duly executed and endorsed in blank or accompanied by duly executed stock powers duly endorsed in blank, in each

case in proper form for transfer with appropriate instructions to allow the transfer agent for the TOP Common Shares to issue certificates or electronic statements for the TOP Consideration Shares to the holder thereof.

2.3 Closing Date

The Share Exchange shall be completed on the Closing Date and shall be effective at the Closing Time.

2.4 Closing

Unless this Agreement is terminated pursuant to the provisions hereof, the Closing shall take place at the Closing Time on the Closing Date remotely or at such other time or location as agreed to by TOP and SMAC and each of them shall deliver to the other Party, as the case may be:

(a) the documents required or contemplated to be delivered by it hereunder in order to complete, or necessary or reasonably requested by the other Party to be delivered by it in order to effect, the Share Exchange; provided that each such document required to be dated the Closing Date shall be dated as of, or become effective on, the Closing Date and shall be held in escrow to be released upon the Share Exchange becoming effective; and

(b) written confirmation as to the satisfaction or waiver of all of the conditions in its favour contained in Article 5.

Notwithstanding the location of the Closing, each of TOP and SMAC agrees that the Closing may be completed by the exchange of agreements and other documents executed in counterpart via electronic transmission between their respective legal counsel accompanied by confirmations between the respective legal counsel for TOP and SMAC not to release same from escrow until the satisfaction of all Closing conditions and to deliver any required original documents after Closing.

2.5 Reliance on Prospectus and Registration Exemptions

The Vendors acknowledge and agree that the TOP Consideration Shares being issued pursuant to this Agreement are being issued pursuant to an exemption from the prospectus and registration requirements of Applicable Canadian Securities Laws. As a result, the Vendors shall not be entitled to certain protections, rights and remedies available under Applicable Canadian Securities Laws, including statutory rights of rescission or damages, and the Vendors shall not receive information that would otherwise be required to be provided to the Vendors pursuant to Applicable Canadian Securities Laws.

2.6 Resale Restrictions

(a) The Parties acknowledge and agree that it is the intention of the Parties that the TOP Consideration Shares to be issued to the Vendors hereunder shall be issued pursuant to the "take-over bid and issuer bid" exemption set out in Section 2.16 of National Instrument 45-106 Prospectus Exemptions, such that, excepting any applicable escrow hold periods and seed share resale restrictions, there shall be no resale restrictions in Canada under Applicable Canadian Securities Laws. Notwithstanding the foregoing, the Vendors acknowledge and agree that, to the extent that the TOP Consideration Shares are subject to resale restrictions under Applicable Canadian Securities Laws, then the terms of such resale restrictions shall be endorsed on the certificates or electronic statements representing such TOP Consideration Shares, and the TOP Consideration Shares may not be sold, transferred or otherwise disposed except in accordance with exemption from, or in a transaction not subject to, the prospectus and registration requirements of Applicable

Canadian Securities Laws and in each case only in accordance with all Applicable Canadian Securities Laws. The Vendors agree to comply with such resale restrictions.

(b) Each Vendor acknowledges and agrees that the TOP Consideration Shares to be issued to the Vendors pursuant to the Share Exchange may be subject to escrow or seed share resale restriction provisions under the rules of the TSXV, and the terms of such restrictions may be endorsed on the certificates or electronic statements representing such TOP Consideration Shares as legends.

(c) Each Vendor acknowledges and agrees that it is knowledgeable of, or has been independently advised as to, the applicable Laws of the jurisdiction(s) which apply to the sale of the SMAC Common Shares and the issuance of the TOP Consideration Shares, and which may impose restrictions on the resale of such TOP Consideration Shares in that jurisdiction and it is the responsibility of the Vendor to find out what those resale restrictions are, and to comply with the resale restrictions before selling the TOP Consideration Shares.

No representation or warranty is made by TOP with respect to the tax treatment of the transaction to any Vendor.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Vendors

Each Vendor hereby severally, and not jointly, represents and warrants to TOP and SMAC, and hereby acknowledges that TOP and SMAC are relying upon such representations and warranties in connection with entering into this Agreement and agreeing to complete the Share Exchange, as follows:

(a) Capacity. If the Vendor is an individual, the Vendor has the capacity to own the SMAC Common Shares owned by the Vendor, to enter into this Agreement and all other agreements and instruments to be executed by the Vendor and to perform the Vendor’s obligations hereunder and thereunder. If the Vendor is not an individual, the Vendor has all requisite power, authority and capacity to own or hold the Vendor’s SMAC Common Shares and to execute and deliver this Agreement and all other agreements and instruments to be executed by the Vendor as contemplated herein and to perform the Vendor’s obligations hereunder and thereunder.

(b) Non-Individual Authorization. If the Vendor is not an individual, the execution and delivery of this Agreement and all other agreements and instruments to be executed and delivered hereunder have been duly authorized by all necessary action on the part of such Vendor, and the Vendor has obtained all necessary approvals to perform its covenants and obligations hereunder.

(c) Binding and Enforceable Agreement. This Agreement constitutes a legal, valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors’ rights generally, and to general principles of equity.

(d) Bankruptcy, Insolvency and Reorganization. The Vendor is not an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada), and the Vendor has not made (i) an assignment in favour of its creditors; (ii) a proposal in bankruptcy to its creditors or any class thereof; or (iii) had any petition for a receiving order presented in respect of it. If the Vendor is not an individual, the Vendor has not initiated proceedings with respect to a compromise or arrangement with its creditors or for its winding up, liquidation or dissolution. No receiver has been

appointed in respect of the Vendor or any of its property or assets and no execution or distress has been levied upon any of its property or assets.

(e) Residency and Securities Laws.

(i) The Vendor and, if applicable, the Disclosed Beneficial Owner is resident in the jurisdiction indicated beside such person's name in Schedule "A";

(ii) the Vendor and, if applicable, the Disclosed Beneficial Owner is not a U.S. Person or a person in the United States and is not acting for the account or benefit of a U.S. Person or a person in the United States.

(iii) if a resident in an International Jurisdiction, the Vendor and, if applicable, the Disclosed Beneficial Owner:

(A) is knowledgeable of, or has been independently advised as to the securities Laws of the Securities Authorities having application in the jurisdiction in which the Vendor is resident which would apply to the acquisition of the TOP Consideration Shares;

(B) is acquiring the TOP Consideration Shares pursuant to exemptions from the prospectus and registration requirements under the applicable securities Laws of the Securities Authorities in the International Jurisdiction or, if such is not applicable, the Vendor is permitted to acquire the TOP Consideration Shares under the applicable securities Laws of the Securities Authorities in the International Jurisdiction without the need to rely on any exemption; and

(C) confirms that the applicable securities Laws of the Securities Authorities in the International Jurisdiction do not require TOP to make any filings or seek any approvals of any nature whatsoever from any Governmental Entity, including any Securities Authority, of any kind whatsoever in the International Jurisdiction in connection with the acquisition of the TOP Consideration Shares acquired by the Vendor hereunder.

(f) Title to and ownership of Shares. The Vendor is the sole registered holder and sole beneficial owner of the number of SMAC Common Shares set out opposite the Vendor's name in Schedule "A".

(g) Encumbrances. The SMAC Common Shares held by the Vendor are free and clear of all Encumbrances.

(h) No Agreements. No person has any agreement or option or a right capable of becoming an agreement for the assignment, purchase or other transfer of the SMAC Common Shares owned by the Vendor.

(i) No Violation. The performance of this Agreement shall not violate any applicable Laws or any agreement or other instrument to which the Vendor is a party.

(j) Acquiring as Principal. The Vendor is either:

(i) acquiring the TOP Consideration Shares as principal for its own account and not for the benefit of any other person, or is deemed under the applicable securities Laws to be acquiring

the TOP Consideration Shares as principal, and is acquiring the TOP Consideration Shares for investment purposes only and not with a view to the resale or distribution of all or any of the TOP Consideration Shares; or

(ii) acquiring the TOP Consideration Shares as agent for a principal, who the Vendor has disclosed in Schedule “A” as the Disclosed Beneficial Owner, and the Vendor is duly authorized to enter into this Agreement and to execute and deliver all documentation in connection with the purchase on behalf of the Disclosed Beneficial Owner, who is acquiring as principal for its own account and not for the benefit of any other person and for investment purposes only and not with a view to the resale or distribution of all or any of the TOP Consideration Shares, and the Vendor in its capacity as agent is acting in compliance with all the applicable securities Laws and the Vendor, on its own behalf and, if applicable, on behalf of the Disclosed Beneficial Owner, acknowledges that TOP and SMAC may be required by law to disclose to certain Securities Authorities the identity of the Disclosed Beneficial Owner.

3.2 Representations and Warranties of SMAC

SMAC hereby represents and warrants to TOP and hereby acknowledges that TOP is relying upon such representations and warranties in connection with entering into this Agreement and agreeing to complete the Share Exchange, as follows:

(a) Organization and Operations. SMAC has been incorporated and, validly exists under the laws of its governing jurisdiction and is in good standing under applicable corporate Laws and has full corporate and legal power and authority to own its property and assets and to conduct its business as currently owned and conducted. SMAC is registered, licensed or otherwise qualified in each jurisdiction where the nature of the business or the location or character of the property and assets owned or leased by it requires it to be so registered, licensed or otherwise qualified, other than those jurisdictions where the failure to be so registered, licensed or otherwise qualified would not have a Material Adverse Effect. All of the outstanding SMAC Common Shares are validly issued, and are fully paid and non-assessable.

(b) Subsidiaries. SMAC does not beneficially own or exercise control or direction over 10% or more of the outstanding shares of any company that holds any assets or conducts any operations.

(c) Authority. SMAC has all necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by SMAC as contemplated by this Agreement, and to perform its obligations hereunder and under such other agreements and instruments. The execution and delivery of this Agreement by SMAC and the completion by SMAC of the transactions contemplated by this Agreement have been authorized by the SMAC Board and, subject to the execution of this Agreement by the Vendors, no other corporate proceedings on the part of SMAC are necessary to authorize this Agreement or the completion by SMAC of the transactions contemplated hereby other than approval by the TSXV of the transactions contemplated by this Agreement. This Agreement has been executed and delivered by SMAC and constitutes a legal, valid and binding obligation of SMAC, enforceable against SMAC in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors’ rights generally, and to general principles of equity. The execution and delivery by SMAC of this Agreement and the performance by SMAC of its obligations hereunder and the completion of the transactions contemplated hereby, do not and shall not:

(i) result in a violation, contravention or breach or constitute a default under, or entitle any party to terminate, accelerate, modify or call any obligations or rights under, require any consent to be obtained under or give rise to any termination rights under any provision of:

(A) the constating documents of SMAC;

(B) any applicable Law; or

(C) any credit arrangement, note, bond, mortgage, indenture, deed of trust, lease, franchise, concession, easement, contract, agreement, licence, permit or other instrument to which SMAC is bound or is subject to or of which SMAC is the beneficiary;

in each case, which would, individually or in the aggregate, have a Material Adverse Effect on SMAC;

(ii) cause any indebtedness owing by SMAC to come due before its stated maturity or cause any available credit to cease to be available which would, individually or in the aggregate, have a Material Adverse Effect on SMAC;

(iii) result in the imposition of any Encumbrance upon any of the property or assets of SMAC or give any person the right to acquire any of SMAC’s assets, or restrict, hinder, impair or limit the ability of SMAC to conduct the business of SMAC as and where it is now being conducted which would, individually or in the aggregate, have a Material Adverse Effect on SMAC; or

(iv) result in or accelerate the time for payment or vesting of, or increase the amount of any severance, unemployment compensation, “golden parachute”, change of control provision, bonus, termination payments, retention bonus or otherwise, becoming due to any director or officer of SMAC or its affiliates or increase any benefits otherwise payable under any pension or benefits plan of SMAC or its affiliates or result in the acceleration of the time of payment or vesting of any such benefits.

(d) Capitalization. SMAC is authorized to issue an unlimited number of SMAC Common Shares. As of the date of this Agreement, there were 10,000,000 SMAC Common Shares issued and outstanding. Except the shares issuable on conversion of the Subscription Receipts and the shares issuable on conversion of the Convertible Notes, as of the date hereof, there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (preemptive, contingent or otherwise) obligating SMAC to issue or sell any securities or any securities or obligations of any kind convertible into or exchangeable for any securities. All outstanding SMAC Common Shares have been authorized and are validly issued and outstanding as fully paid and non-assessable shares, free of pre-emptive rights. Other than the Convertible Notes, as of the date hereof, there are no outstanding bonds, debentures or other evidences of indebtedness of SMAC. There are no outstanding contractual obligations of SMAC to repurchase, redeem or otherwise acquire any outstanding SMAC Common Shares or with respect to the voting or disposition of any outstanding SMAC Common Shares. There are no shareholders’ agreements or other similar agreements with respect to the ownership or voting of any of the SMAC Common Shares.

(e) Convertible Notes. SMAC has issued $40,000 in aggregate principal amount of Convertible Notes. The Convertible Notes are the only outstanding debt securities of SMAC. The Convertible Notes are automatically convertible into fully paid SMAC Common Shares immediately prior to

completion of the Share Exchange at a deemed conversion price of $0.236 per SMAC Common Share, resulting in the issuance of 169,492 SMAC Common Shares. The Convertible Notes have been validly issued in compliance with all applicable Laws. SMAC has not amended, modified, or waived any terms of the Convertible Notes since their date of issuance.

(f) Consents. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity or other person is outstanding and required to be obtained by SMAC or its affiliates or in connection with the execution and delivery of this Agreement or the consummation by SMAC of the transactions contemplated hereby.

(g) Directors' Approvals. The SMAC Board has unanimously:

(i) determined that the Share Exchange is in the best interests of SMAC; and
(ii) authorized the entering into of this Agreement, and the performance of SMAC’s obligations hereunder.

(h) Contracts. Each of the Material Contracts to which SMAC is a party constitutes a valid and legally binding obligation of it, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). SMAC has provided TOP with copies of all Material Contracts to which SMAC is a party.

(i) Waivers, Consents. There are no waivers, consents, notices or approvals required to complete the transactions contemplated under this Agreement from other parties to the Material Contracts of SMAC.

(j) No Defaults. SMAC is not in default under, and, there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute a default by SMAC under, any credit arrangement, note, bond, mortgage, indenture, deed of trust, lease, franchise, concession, easement, Contract, agreement, licence, permit or other instrument that is material to the conduct of the business of SMAC to which it is a party or by which it is bound or subject to that would, individually or in the aggregate, have a Material Adverse Effect on SMAC. No party to any Contract of SMAC has given written notice to it or, to the knowledge of SMAC, made a claim against SMAC with respect to any breach or default thereunder, in any such case in which such breach or default constitutes a Material Adverse Effect on SMAC.

(k) Absence of Changes. Except as disclosed to TOP in writing prior to the date hereof, since June 30, 2025:

(i) SMAC has conducted its business only in the ordinary and regular course of business consistent with past practice;
(ii) SMAC has not incurred or suffered a Material Adverse Change;
(iii) there has not been any acquisition or sale by SMAC of any material property or assets thereof;
(iv) other than in the ordinary and regular course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by SMAC of any debt for borrowed money, any creation or assumption by SMAC of any Encumbrance, any making by SMAC

of any loan, advance or capital contribution to or investment in any other person or any entering into, amendment of, relinquishment, termination or non-renewal by SMAC of any contract, agreement, licence, lease transaction, commitment or other right or obligation that would, individually or in the aggregate, have a Material Adverse Effect on SMAC;

(v) SMAC has not declared or paid any dividends or made any other distribution in respect of any of the SMAC Common Shares;

(vi) SMAC has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding SMAC Common Shares;

(vii) other than in the ordinary and regular course of business, there has not been any material increase in or modification of the compensation payable by SMAC to any of its directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay or any increase or modification of any bonus, pension, insurance or benefit arrangement made to, for or with any of such directors, officers, employees or consultants;

(viii) SMAC has not effected any material change in its accounting methods, principles or practices; and

(ix) SMAC has not adopted any, or amended any, bonus, pension, profit sharing, stock purchase, stock option or other benefit plan or shareholder rights plan.

(1) Employment and Consulting Agreements.

(i) SMAC has no employee or consultant whose employment or contract cannot be terminated by SMAC in accordance with the provisions of such employment or consultant contract following the completion of the Share Exchange; and

(ii) SMAC is not a party to any written or oral policy, agreement, obligation or understanding providing for retention bonuses, severance or termination payments to, or any employment or consulting agreement with any director or officer of SMAC that would be triggered by SMAC entering into this Agreement or the completion of the Share Exchange; and

(iii) SMAC is not:

(A) a party to any collective bargaining agreement;

(B) to the knowledge of SMAC, subject to any application for certification or threatened or apparent union-organizing campaigns for employees not covered under a collective bargaining agreement; or

(m) Financial Matters. The SMAC Financial Statements have been prepared in accordance with IFRS consistently applied, and fairly present, in all material respects, the financial condition of SMAC on a consolidated basis, as at the dates indicated and the results of operations for the periods covered. SMAC has no liability or obligation (including, without limitation, liabilities or obligations to fund any operations or work or exploration program, to give any guarantees or for

Taxes), whether accrued, absolute, contingent or otherwise, or any related party transactions or off–balance sheet transactions not reflected in the SMAC Financial Statements, except liabilities and obligations incurred in the ordinary course of business or incurred in connection with the transactions contemplated by this Agreement, which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on SMAC.

(n) Books and Records. The corporate records and minute books of SMAC have been maintained in accordance with all applicable Laws and are complete and accurate in all material respects, except where such incompleteness or inaccuracy would not have a Material Adverse Effect on SMAC. Copies of all the foregoing documents have been provided to TOP. Financial books and records and accounts of SMAC in all material respects:

(i) have been maintained in accordance with good business practices on a basis consistent with prior years and past practice; and
(ii) are stated in reasonable detail and accurately and fairly reflect the transactions and acquisitions and dispositions of assets of SMAC.

(o) Auditors. SMAC has never had any reportable disagreement (within the meaning of Applicable Canadian Securities Laws) with the present or any former auditor of SMAC.

(p) Litigation. There is no claim, action, proceeding or investigation in progress or, to the knowledge of SMAC, pending or threatened against or relating to SMAC, or affecting any of their properties or assets before any Governmental Entity which individually or in the aggregate has, or could reasonably be expected to have, a Material Adverse Effect on SMAC and SMAC is not aware of any existing ground on which any such claim, action, proceeding or investigation might be commenced with any reasonable likelihood of success. There is no bankruptcy, liquidation, winding-up or other similar proceeding in progress, or, to the knowledge of SMAC, pending or threatened against or relating to SMAC before any Governmental Entity. SMAC nor any of its properties or assets are subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict the right or ability of SMAC, to conduct its business in all material respects as it has been carried on prior to the date hereof, or that would materially impede the consummation of the transactions contemplated by this Agreement, except to the extent any such matter would not, individually or in the aggregate, have a Material Adverse Effect on SMAC.

(q) Royalty Payments and Other Interests. There are no landowner’s royalties, overriding royalties, net profits interests or similar interests or any other rights or interests whatsoever of third parties by which SMAC is bound on or in relation to its properties or assets.

(r) Assets. SMAC has no material property or assets, except for an exclusivity agreement with [Redacted – Third Party] in respect of approximately 10 acres of land at [Redacted – Commercially Sensitive Information], pursuant to the terms of such exclusivity agreement, and a non-binding memorandum of understanding dated May 17, 2024 with [Redacted – Third Party] in respect of potential pyrite feedstock supply from [Redacted – Commercially Sensitive Information]. SMAC has good and marketable title to its assets free and clear of any Encumbrances, adverse claims and demands of any nature or kind whatsoever recorded or unrecorded, except to the extent any such matter would not, individually or in the aggregate, have a Material Adverse Effect on SMAC.

(s) Environmental. To the knowledge of SMAC there is no material claim or judicial or administrative proceeding which may affect SMAC relating to or alleging any violation of Environmental Laws.

(t) Environmental Approvals and Permitting. SMAC does not hold, and is not required to hold, any Environmental Approvals or mining tenements as of the date hereof. To the knowledge of SMAC, there are no facts or circumstances that would prevent or materially impede SMAC from obtaining, in due course, the Environmental Approvals, development approvals, and other regulatory permits necessary to carry out its proposed business as described in the TOP Prospectus.

(u) Insurance. SMAC 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 such policies are in full force and effect as of the date thereof.

(v) Tax Matters. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SMAC:

(i) SMAC has duly and timely made or prepared all Tax Returns required to be made or prepared by it, has duly and timely filed all Tax Returns required to be filed by it with the appropriate Governmental Entity and has, in all material respects, completely and correctly reported all income and all other amounts or information required to be reported thereon;

(ii) SMAC has:

(A) duly and timely paid all Taxes due and payable by it;

(B) duly and timely withheld all Taxes and other amounts required by applicable Laws to be withheld by it and has duly and timely remitted to the appropriate Governmental Entity such Taxes and other amounts required by applicable Laws to be remitted by it; and

(C) duly and timely collected all amounts on account of sales or transfer taxes, including goods and services, harmonized sales and provincial or territorial sales taxes, required by applicable Laws to be collected by it and has duly and timely remitted to the appropriate Governmental Entity any such amounts required by applicable Laws to be remitted by it;

(iii) the charges, accruals and reserves for Taxes of SMAC (whether or not due and whether or not shown on any Tax Return but excluding any provision for deferred income taxes) are, in the opinion of SMAC, adequate under IFRS to cover Taxes with respect to SMAC accruing through the date thereof;

(iv) there are no proceedings, investigations, audits, assessments, reassessments or claims now pending or, to the knowledge of SMAC, threatened against SMAC that propose to assess Taxes in addition to those reported in the Tax Returns; and

(v) no waiver of any statutory limitation period with respect to Taxes has been given or requested with respect to SMAC.

(w) Compliance with Laws. SMAC has complied with and is not in violation of any applicable Laws other than such non-compliance or violations that would not, individually or in the aggregate, have a Material Adverse Effect on SMAC.

(x) No Option on Assets. No person has any agreement or option or any right or privilege capable of becoming an agreement or option for the purchase from SMAC any material assets of SMAC.

(y) Certain Contracts. SMAC is not a party to or bound by any non-competition agreement or, any other agreement, obligation, judgment, injunction, order or decree that purports to:

(i) limit the manner or the localities in which all or any material portion of the business of SMAC is conducted;

(ii) limit any business practice of SMAC in any material respect; or

(iii) restrict any acquisition or disposition of any property by SMAC in any material respect.

(z) No Broker's Commission. Other than the Broker Engagement Letter with Dalton Equities in respect of the Concurrent Financing, SMAC has not entered into any agreement that would entitle any person to any valid claim against them for a broker's commission, finder's fee or any like payment in respect of the Share Exchange or any other matter contemplated by this Agreement.

(aa) U.S. Securities Law Matters. Neither SMAC, nor any person acting on its behalf, has made and shall not make any Directed Selling Efforts in the United States with respect to the TOP Consideration Shares and has not engaged and shall not engage in any form of general solicitation or general advertising (as those terms are used in Regulation D), including advertisements, articles, notices or other communications published in any newspaper, magazine, or similar media, broadcast over radio or television, or published or broadcast via electronic display, including the internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising in connection with the offer or exchange of the TOP Consideration Shares in the United States.

(bb) No Shareholdings in TOP. Neither SMAC nor its affiliates, legally or beneficially, own, directly or indirectly, any securities of TOP and does not have any right, agreement or obligation to purchase any securities of TOP or any securities or obligations of any kind convertible into or exchangeable for any securities of TOP.

(cc) Restrictions on Business Activities. There is no agreement, judgment, injunction, order or decree binding upon SMAC that has or could be reasonably expected to have the effect of prohibiting, restricting or materially impairing: (i) any business practice of SMAC; (ii) any acquisition of property by SMAC; or (iii) the conduct of business by SMAC as currently conducted.

(dd) Expropriation. No property or asset of SMAC has been taken or expropriated by any Governmental Entity and no notice or proceeding in respect of any such expropriation has been given or commenced or, to the knowledge of SMAC, is there any intent or proposal to give any such notice or commence any such proceeding.

(ee) Right to Use Personal Information. All personal information in the possession of SMAC and its affiliates has been collected, used and disclosed in compliance with all applicable privacy Laws in those jurisdictions in which SMAC and its affiliates conducts, or SMAC or its affiliates is deemed by operation of law in those jurisdictions to conduct, its business. SMAC has disclosed to TOP all Contracts and facts concerning the collection, use, retention, destruction and disclosure of personal information, and there are no other Contracts, or facts which, on completion of the transactions contemplated by this Agreement, would restrict or interfere with the use of any personal information by TOP in the operation of its business as conducted by SMAC or its affiliates before the Closing. There are no claims in progress or, to the knowledge of SMAC, pending or threatened, with respect to the collection, use or disclosure of personal information by SMAC or its affiliates.

3.3 Representations and Warranties of TOP

TOP hereby represents and warrants to SMAC and the Vendors, and hereby acknowledges that SMAC and the Vendors are relying upon such representations and warranties in connection with entering into this Agreement and agreeing to complete the Share Exchange, as follows:

(a) Organization and Operations. TOP has been incorporated and validly exists under the laws of its governing jurisdiction and is in good standing under applicable corporate Laws and has full corporate and legal power and authority to own its property and assets and to conduct its business as currently owned and conducted. TOP is registered, licensed or otherwise qualified in each jurisdiction where the nature of the business or the location or character of the property and assets owned or leased by it requires it to be so registered, licensed or otherwise qualified, other than those jurisdictions where the failure to be so registered, licensed or otherwise qualified would not have a Material Adverse Effect on TOP. For greater clarity, TOP is not carrying on any business or ancillary activities other than as permitted pursuant to Section 3.1 of Policy 2.4. All of the outstanding TOP Common Shares are validly issued, and are fully paid and non-assessable. TOP does not have any Subsidiaries.

(b) Authority. TOP has all necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by TOP as contemplated by this Agreement, and to perform its obligations hereunder and under such other agreements and instruments. The execution and delivery of this Agreement by TOP and the completion by TOP of the transactions contemplated by this Agreement have been authorized by the TOP Board, no other corporate proceedings on the part of TOP are necessary to authorize this Agreement or the completion by TOP of the transactions contemplated hereby other than approval by the TSXV and any approval of the shareholders of TOP, to the extent required by the TSXV, of the transactions contemplated by this Agreement. This Agreement has been executed and delivered by TOP and constitutes a legal, valid and binding obligation of TOP, enforceable against TOP in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors' rights generally, and to general principles of equity. The execution and delivery by TOP of this Agreement and the performance by it of its obligations hereunder and the completion of the transactions contemplated hereby, do not and shall not:

(A) the articles or notice of articles of TOP;

(B) any applicable Law or rule or policy of the TSXV (except that the approval of the TSXV, which is required for the completion by TOP of the transactions contemplated hereby, shall be applied for by TOP but need not have been obtained as of the date thereof); or

(C) any credit arrangement, note, bond, mortgage, indenture, deed of trust, lease, franchise, concession, easement, contract, agreement, licence, permit or other instrument to which TOP is bound or is subject to or of which TOP is the beneficiary;

in each case, which would, individually or in the aggregate, have a Material Adverse Effect on TOP;

(ii) cause any indebtedness owing by TOP to come due before its stated maturity or cause any available credit to cease to be available which would, individually or in the aggregate, have a Material Adverse Effect on TOP;

(iii) result in the imposition of any Encumbrance upon any of the property or assets of TOP or give any person the right to acquire any of TOP’s assets, or restrict, hinder, impair or limit the ability of TOP to conduct the business of TOP as and where it is now being conducted which would, individually or in the aggregate, have a Material Adverse Effect on TOP; or

(iv) result in or accelerate the time for payment or vesting of, or increase the amount of any severance, unemployment compensation, “golden parachute”, change of control provision, bonus, termination payments, retention bonus or otherwise, becoming due to any director or officer of TOP or increase any benefits otherwise payable under any pension or benefits plan of TOP or result in the acceleration of the time of payment or vesting of any such benefits.

(c) Capitalization. TOP is authorized to issue an unlimited number of TOP Common Shares. As of the date of this Agreement, there were 10,000,000 TOP Common Shares issued and outstanding, stock options exercisable to acquire 1,000,000 TOP Common Shares and common share purchase warrants exercisable to acquire 500,000 TOP Common Shares. Except for the exercise of existing stock options and warrants of TOP and except as disclosed herein and pursuant to this Agreement and the transactions contemplated hereby, as of the date hereof, there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating TOP to issue or sell any TOP Common Shares or any securities or obligations of any kind convertible into or exchangeable for any shares of TOP. All outstanding TOP Common Shares have been authorized and are validly issued and outstanding as fully paid and non-assessable shares, free of pre-emptive rights. As of the date hereof, there are no outstanding bonds, debentures or other evidences of indebtedness of TOP. There are no outstanding contractual obligations of TOP to repurchase, redeem or otherwise acquire any outstanding TOP Common Shares or with respect to the voting or disposition of any outstanding TOP Common Shares.

(d) Shareholders’ Agreements. There are no shareholders’ agreements or other similar agreements with respect to the ownership or voting of any of the TOP Common Shares.

(e) Consents. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity or other person (including approval of the TOP shareholders) is required to be obtained by TOP in connection with the execution and delivery of this Agreement or the consummation by TOP of the transactions contemplated hereby other than:

(i) the approval of the TSXV as referred to in Section 3.3(b)(i)(B);

(ii) filings pursuant to Applicable Canadian Securities Laws in connection with the issuance of the Subscription Receipts; and

(iii) any other consents, approvals, orders, authorizations, declarations or filings which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on TOP.

(f) Directors' Approvals. The TOP Board has unanimously:

(i) determined that the Share Exchange is in the best interests of TOP; and
(ii) authorized the entering into of this Agreement, and the performance of TOP’s obligations hereunder.

(g) Contracts. The Contracts described in the TOP Public Documents as Material Contracts constitute all of the Material Contracts of TOP. Unless otherwise described in the TOP Public Documents, each of the Material Contracts to which TOP is a party constitutes a valid and legally binding obligation of TOP, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles).

(h) Waivers, Consents. There are no waivers, consents, notices or approvals required to complete the transactions contemplated under this Agreement from other parties to the Material Contracts of TOP.

(i) No Defaults. TOP is not in default under, and, there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute a default by TOP under any credit arrangement, note, bond, mortgage, indenture, deed of trust, lease, franchise, concession, easement, Contract to which TOP is a party, agreement, licence, permit or other instrument that is material to the conduct of the business of TOP to which it is a party or by which it is bound or subject to that would, individually or in the aggregate, have a Material Adverse Effect on TOP. No party to any Contract to which TOP is a party has given written notice to TOP of or, to the knowledge of TOP, made a claim against TOP with respect to any breach or default thereunder, in any such case in which such breach or default constitutes a Material Adverse Effect on TOP.

(j) Absence of Changes. Since June 30, 2025:

(i) TOP has conducted its business only in the ordinary and regular course of business consistent with past practice;
(ii) TOP has not incurred or suffered a Material Adverse Change;
(iii) there has not been any acquisition or sale by TOP of any material property or assets thereof;
(iv) other than in the ordinary and regular course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by TOP of any debt for borrowed money, any creation or assumption by TOP of any Encumbrance, any making by TOP of any loan, advance or capital contribution to or investment in any other person or any entering into, amendment of, relinquishment, termination or non-renewal by TOP, of any contract, agreement, licence, lease transaction, commitment or other right or obligation that would, individually or in the aggregate, have a Material Adverse Effect on TOP;
(v) TOP has not declared or paid any dividends or made any other distribution in respect of any of the TOP Common Shares;
(vi) TOP has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding TOP Common Shares;

(vii) other than in the ordinary and regular course of business consistent with past practice and generally accepted compensation levels for a “capital pool company”, there has not been any material increase in or modification of the compensation payable by TOP to any of its directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay or any increase or modification of any bonus, pension, insurance or benefit arrangement made to, for or with any of such directors, officers, employees or consultants;

(viii) TOP has not effected any material change in its accounting methods, principles or practices, other than as disclosed in the TOP Financial Statements; and

(ix) TOP has not adopted any, or amended any, bonus, pension, profit sharing, stock purchase, stock option or other benefit plan or shareholder rights plan.

(k) Employment and Consulting Agreements.

(i) TOP is not a party to any written or oral policy, agreement, obligation or understanding providing for retention bonuses, severance or termination payments to, or any employment or consulting agreement with any director or officer of TOP that would be triggered by TOP entering into this Agreement or the completion of the Share Exchange; and

(ii) TOP does not have any consultant whose Contract with TOP cannot be terminated by TOP in accordance with the provisions of such consultant Contract following the completion of the Share Exchange.

(l) Financial Matters. The audited annual financial statements of TOP for the year ended May 31, 2025 and the unaudited interim financial statements of TOP for the six months ended November 30, 2025 and the respective notes thereto (collectively, the “TOP Financial Statements”) were prepared in accordance with IFRS consistently applied throughout the periods to which they relate and fairly present in all material respects the consolidated financial condition of TOP at the respective dates indicated, and the results of operations of TOP for the period covered on a consolidated basis. Except as disclosed in the TOP Financial Statements, as of the date hereof TOP does not have any liability or obligation (including, without limitation, liabilities or obligations to fund any operations or work or exploration program, to give any guarantees or for Taxes), whether accrued, absolute, contingent or otherwise, or any related party transactions or off– balance sheet transactions not reflected in the TOP Financial Statements, except for those incurred in connection with the transactions contemplated by this Agreement since May 31, 2025, which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on TOP.

(m) Books and Records. The corporate records and minute books of TOP have been maintained in accordance with all applicable Laws and are complete and accurate in all material respects, except where such incompleteness or inaccuracy would not have a Material Adverse Effect on TOP. Financial books and records and accounts of TOP, in all material respects:

(i) have been maintained in accordance with good business practices on a basis consistent with prior years and past practice;

(ii) are stated in reasonable detail and accurately and fairly reflect the transactions and acquisitions and dispositions of assets of TOP; and

(iii) accurately and fairly reflect the basis for the TOP Financial Statements.

(n) Auditors. TOP has never had any reportable disagreement (within the meaning of Applicable Canadian Securities Laws) with the present or any former auditor of TOP.

(o) Litigation. There is no claim, action, proceeding or investigation in progress or, to the knowledge of TOP pending or threatened against or relating to TOP or affecting any of its properties or assets before any Governmental Entity which individually or in the aggregate has, or could reasonably be expected to have, a Material Adverse Effect on TOP, and TOP is not aware of any existing ground on which any such claim, action, proceeding or investigation might be commenced with any reasonable likelihood of success. There is no bankruptcy, liquidation, winding-up or other similar proceeding in progress, or, to the knowledge of TOP, pending or threatened against or relating to TOP before any Governmental Entity. Neither TOP nor any of its properties or assets are subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict the right or ability of TOP to conduct its business in all material respects as it has been carried on prior to the date thereof, or that would materially impede the consummation of the transactions contemplated by this Agreement, except to the extent any such matter would not, individually or in the aggregate, have a Material Adverse Effect on TOP.

(p) Assets. TOP has no material property or assets, except as set forth in the TOP Financial Statements. TOP has good and marketable title to its assets free and clear of any Encumbrances, adverse claims and demands of any nature or kind whatsoever recorded or unrecorded, except as disclosed in the TOP Public Documents.

(q) Tax Matters.

(i) TOP has duly and timely made or prepared all Tax Returns required to be made or prepared by it, has duly and timely filed all Tax Returns required to be filed by it with the appropriate Governmental Entity and has, in all material respects, completely and correctly reported all income and all other amounts or information required to be reported thereon;

(ii) TOP has:

(A) duly and timely paid all Taxes due and payable by it;

(iii) the charges, accruals and reserves for Taxes reflected on the TOP Financial Statements (whether or not due and whether or not shown on any Tax Return but excluding any provision for deferred income taxes) are, in the opinion of TOP, adequate under IFRS, as applicable, to cover Taxes with respect to TOP accruing through the date thereof;

(iv) there are no proceedings, investigations, audits, assessments, reassessments or claims now pending or to the knowledge of TOP, threatened against TOP that propose to assess Taxes in addition to those reported in the Tax Returns; and

(v) no waiver of any statutory limitation period with respect to Taxes has been given or requested with respect to TOP.

(r) Reporting Status. TOP is a reporting issuer in good standing in the provinces of British Columbia, Alberta, Saskatchewan and Ontario. The TOP Common Shares are listed on the TSXV and TOP is in compliance in all material respects with the rules, regulations and policies of the TSXV.

(s) Reports. Since May 31, 2025, TOP has filed with the Securities Authorities, all applicable self-regulatory authorities and the TSXV, a true and complete copy of all forms, reports, schedules, statements, certifications, material change reports and other documents required to be filed by it, including the TOP Public Documents. The TOP Public Documents, at the time filed or, if amended, as of the date of such amendment:

(i) did not contain any “misrepresentation” and did not contain an untrue statement of a “material fact” (both as defined in the Alberta Securities Act) or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and

(ii) complied in all material respects with the requirements of applicable securities Laws and the rules, policies and instruments of all Securities Authorities or stock exchange or other self-regulatory authority having jurisdiction over TOP.

TOP has not filed any confidential material change or other report or other document with any Securities Authorities or stock exchange or other self-regulatory authority which at the date hereof remains confidential.

(t) Compliance with Laws. TOP has complied with and is not in violation of any applicable Laws other than such non-compliance or violations that would not, individually or in the aggregate, have a Material Adverse Effect on TOP.

(u) No Cease Trade. Other than the TSXV halt on the trading of the TOP Common Shares on the TSXV pursuant to TSXV policies, TOP is not subject to any cease trade or other order of any applicable stock exchange or Securities Authority and, to the knowledge of TOP, no investigation or other proceedings involving TOP that may operate to prevent or restrict trading of any securities of TOP are currently in progress or pending before any applicable stock exchange or Securities Authority.

(v) No Option on Assets. No person has any agreement or option or any right or privilege capable of becoming an agreement or option for the purchase from TOP of any of the material assets of TOP.

(w) Certain Contracts. TOP is not a party to or bound by any non-competition agreement or any other agreement, obligation, judgment, injunction, order or decree that purports to:

(i) limit the manner or the localities in which all or any material portion of the business of TOP is conducted;

(ii) limit any business practice of TOP in any material respect; or

(iii) restrict any acquisition or disposition of any property by TOP in any material respect.

(x) No Broker’s Commission. TOP has not entered into any agreement that would entitle any person to any valid claim against TOP for a broker’s commission, finder’s fee or any like payment in respect of the Share Exchange or any other matter contemplated by this Agreement.

(y) Shares. The TOP Consideration Shares to be issued pursuant to the Share Exchange shall: (i) be issued as fully paid and non-assessable; (ii) be freely trading shares, subject to any applicable escrow provisions, resale restrictions and/or restricted periods under the rules of the TSXV or applicable securities Laws; and (iii) subject to the approval of the TSXV, be listed for trading on the TSXV.

(z) U.S. Securities Law Matters.

(i) The TOP Consideration Shares to be issued to persons in the United States pursuant to the Share Exchange shall be exempt from registration requirements under the 1933 Act pursuant to Rule 506 of Regulation D.

(ii) TOP is a “foreign issuer” within the meaning of Regulation S and reasonably believes that there is no Substantial U.S. Market Interest in the TOP Common Shares.

(iii) TOP is not now, and is not registered, or required to be registered as, an “investment company” as defined in the 1940 Act.

(iv) Except with respect to offers and sales to U.S. Accredited Investors in reliance upon the exemption from the registration requirements of the 1933 Act provided by Rule 506(b) of Regulation D, neither TOP nor any of its affiliates, nor any person acting on its or their behalf, has made or shall make:

(A) any offer to sell, or any solicitation of an offer to buy, any TOP Common Shares to any person in the United States; or

(B) any sale of TOP Common Shares unless, at the time the buy order was or shall have been originated, the purchaser is (i) outside the United States or (ii) TOP, its affiliates, and any person acting on their behalf reasonably believe that the purchaser is outside the United States.

(v) None of TOP, any of its affiliates or any person acting on its or their behalf has made or shall make any Directed Selling Efforts in the United States with respect to the TOP Common Shares or has engaged or shall engage in any form of general solicitation or general advertising (as those terms are used in Regulation D), including advertisements, articles, notices or other communications published in any newspaper, magazine, or similar media, broadcast over radio or television, or published or broadcast via electronic display, including the internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising in connection with the offer or exchange of the TOP Consideration Shares in the United States.

(vi) Except with respect to the offer of the TOP Consideration Shares contemplated herein, TOP has not, for a period of six months prior to the date hereof, sold, offered for sale or solicited any offer to buy any of its securities in the United States.

(aa) Restrictions on Business Activities. Except as provided by Policy 2.4, there is no agreement, judgment, injunction, order or decree binding upon TOP or that has or could be reasonably expected to have the effect of prohibiting, restricting or materially impairing any business practice of TOP, any acquisition of property by TOP, or the conduct of business by TOP as currently conducted.

(bb) Right to Use Personal information. All personal information in the possession of TOP has been collected, used and disclosed in compliance with all applicable privacy Laws in those jurisdictions in which TOP conducts, or TOP is deemed by operation of law in those jurisdictions to conduct, its business. TOP has disclosed to SMAC all Contracts and facts concerning the collection, use, retention, destruction and disclosure of personal information, and there are no other Contracts, or facts which, on completion of the transactions contemplated by this Agreement, would restrict or interfere with the use of any personal information by TOP in the operation of its business as conducted by TOP before the Closing. There are no claims in progress or, to the knowledge of TOP, pending or threatened, with respect to TOP's collection, use or disclosure of personal information.

3.4 Survival of Representations and Warranties

No investigation by or on behalf of any Party prior to the execution of this Agreement will mitigate, diminish or affect the representations and warranties made by the other Parties. The representations and warranties contained in this Agreement shall survive the execution and delivery of this Agreement and shall expire and be terminated and extinguished upon the date that is one year after the Closing Date.

ARTICLE 4 COVENANTS

4.1 Covenants of the Vendors

Each Vendor hereby covenants and agrees on its own behalf and, if applicable, on behalf of the Disclosed Beneficial Owners, with TOP and SMAC as follows:

(a) Certain Actions. Each Vendor shall use its commercially reasonable efforts to not take any action, or refrain from taking any action or permit any action to be taken or not taken that is inconsistent with the provisions of this Agreement or that would reasonably be expected to materially impede the completion of the transactions contemplated hereby or would render, or that could reasonably be expected to render, any representation or warranty made by the Vendors in this Agreement untrue or inaccurate in any material respect at any time on or before the Closing Date if then made or that would or could have a Material Adverse Effect on the SMAC Common Shares held by such Vendor.

(b) Certain Actions Prohibited. Other than as required to give effect to the transactions contemplated by this Agreement, each Vendor shall not, without the prior written consent of SMAC and TOP, directly or indirectly sell, grant, pledge, lease, dispose of, encumber or create any Encumbrance on or agree to sell, grant, pledge, lease, dispose of, or encumber or create any Encumbrance on any SMAC Common Shares that it holds.

(c) Representations. Each Vendor shall use its commercially reasonable efforts to conduct its affairs so that all of the representations and warranties of the Vendors contained herein shall be true and correct on and as of the Closing Date as if made on and as of such date.

(d) Closing Documents. Each Vendor shall execute and deliver at the Closing such customary agreements and certificates, resolutions, opinions and other closing documents as may be required by TOP and SMAC, all in form satisfactory to TOP and SMAC, acting reasonably.

(e) Personal Information. Each Vendor, on its behalf hereby consents to the disclosure of the Vendor’s personal information in connection with the Share Exchange and acknowledges and consents to the fact that TOP and SMAC are collecting the personal information (as that term is defined under applicable privacy legislation, including the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar, replacement or supplemental provincial or federal legislation or laws in effect in Canada from time to time) of the Vendors for the purposes of completing this Agreement and the transactions contemplated hereby. Each Vendor acknowledges and consents to TOP and SMAC retaining such personal information for as long as permitted or required by law or reasonable business practices. Each Vendor, on its behalf further acknowledges and consents to the fact that TOP and SMAC may be required by applicable Laws or the rules and policies of the TSXV to provide regulatory authorities with any personal information provided by the Vendors in this Agreement and each Vendor further consents to the public disclosure of such information by electronic filing or by any other means. In addition to the foregoing, each Vendor hereby consents to: (1) the disclosure of personal information of the identifiable individuals of the Vendor to the TSXV (as defined in Appendix 6A and Appendix 6B of the TSXV Corporate Finance Manual); and (2) the collection, use and disclosure of personal information by the TSXV for the purposes described in Appendix 6A and Appendix 6B of the TSXV Corporate Finance Manual or as otherwise identified by the TSXV, from time-to-time.

4.2 Covenants of SMAC

SMAC hereby covenants and agrees with TOP as follows:

(a) Copy of Documents. SMAC shall furnish promptly to TOP a copy of any dealings or communications with any Governmental Entity or Securities Authority in connection with, or in any way affecting, the transactions contemplated by this Agreement.

(b) Certain Actions Prohibited. Other than as permitted pursuant to this Agreement (including pursuant to the Concurrent Financing), SMAC shall not, without the prior written consent of TOP, which consent shall not be unreasonably withheld or delayed, directly or indirectly do or permit to occur any of the following prior to the Closing Date:

(i) issue, sell, grant, pledge, lease, dispose of, encumber or create any Encumbrance on or agree to issue, sell, grant, pledge, lease, dispose of, or encumber or create any Encumbrance on any shares of, or any options, warrants, calls, conversion privileges or rights of any kind to acquire any SMAC Common Shares or any other securities of SMAC;

(ii) incur or commit to incur any debt, except in the ordinary and regular course of business;

(iii) declare or pay any dividends or distribute any of its property or assets to shareholders;

(iv) enter into any Material Contracts, other than in the ordinary and regular course of business, or as otherwise contemplated herein;

(v) alter or amend its notice of articles or articles, other than as may be required in connection with the transactions contemplated herein;

(vi) engage in any business enterprise or other activity different from that carried on or contemplated as of the date hereof;

(vii) other than in the ordinary and regular course of business, sell, pledge, lease, dispose of, grant any interest in, encumber or agree to sell, pledge, lease, dispose of, grant any interest in or encumber any of its assets;

(viii) redeem, purchase or offer to purchase any SMAC Common Shares or other securities; or

(ix) acquire or dispose, directly or indirectly, any assets, including but not limited to securities of other companies, other than in the ordinary and regular course of business.

(i) use its commercially reasonable efforts to not take any action, or refrain from taking any action or permit any action to be taken or not taken, that is inconsistent with the provisions of this Agreement or that would reasonably be expected to materially impede the completion of the transactions contemplated hereby or would render, or that could reasonably be expected to render, any representation or warranty made by SMAC in this Agreement untrue or inaccurate in any material respect at any time on or before the Closing Date if then made or that would or could have a Material Adverse Effect on SMAC; and

(ii) promptly notify TOP of:

(A) any Material Adverse Change or Material Adverse Effect, or any change, event, occurrence or state of facts that could reasonably be expected to become a Material Adverse Change or to have a Material Adverse Effect, in respect of the business or in the conduct of the business of SMAC;

(B) any material Governmental Entity or third person complaints, investigations or hearings (or communications indicating that the same may be contemplated);

(D) any event occurring subsequent to the date hereof that would render any representation or warranty of SMAC contained in this Agreement, if made on or as of the date of such event or the Closing Date, to be untrue or inaccurate in any material respect.

(d) Satisfaction of Conditions. SMAC shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to:

(i) obtain all other consents, approvals and authorizations as are required to be obtained by SMAC under any applicable Laws or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on SMAC;

(ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party hereto before any Governmental Entity;

(iii) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to enjoin or delay, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated hereby, subject to the SMAC Board determining in good faith after receiving advice from outside legal counsel (which may include written opinions or advice) that taking such action would be inconsistent with the fiduciary duties of such directors under applicable Laws, and provided that, immediately upon receipt of such advice, SMAC advises TOP in writing that it has received such advice and provides written details thereof to TOP;

(iv) fulfill all conditions and satisfy all provisions of this Agreement and the transactions contemplated hereby, including the Share Exchange, required to be fulfilled or satisfied by SMAC; and

(v) co-operate with TOP in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate SMAC to pay or cause to be paid any monies to cause such performance to occur.

(e) Keep Fully Informed. Subject to applicable Laws, SMAC shall keep TOP fully informed as to the material decisions or actions required or required to be made with respect to the operation of its business.

(f) Co-operation. SMAC shall make, or cooperate as necessary in the making of, all necessary filings and applications under all applicable Laws required in connection with the transactions contemplated hereby and take all reasonable action necessary to be in compliance with such Laws.

(g) Representations. SMAC shall use its commercially reasonable efforts to conduct its affairs so that all of the representations and warranties of SMAC contained herein shall be true and correct on and as of the Closing Date as if made on and as of such date.

(h) Closing Documents. SMAC shall execute and deliver, or cause to be executed and delivered, at the closing of the transactions contemplated hereby such customary agreements, certificates, resolutions, opinions and other closing documents as may be required by TOP, all in form satisfactory to TOP, acting reasonably.

(i) Concurrent Financing. SMAC shall use commercially reasonable efforts to complete the Concurrent Financing.

(j) Convertible Notes. SMAC shall take all steps necessary to ensure that the Convertible Notes are converted into SMAC Common Shares in accordance with their terms prior to the Closing Time, including the issuance of the corresponding SMAC Common Shares to the Noteholder as fully paid SMAC Common Shares.

(k) TOP Prospectus. SMAC shall ensure that the TOP Prospectus, as and when filed on SEDAR+ and as it relates to SMAC, shall contain full, true and plain disclosure of all material facts relating to SMAC.

4.3 Covenants of TOP

TOP hereby covenants and agrees with SMAC and the Vendors as follows:

(a) Copy of Documents. TOP shall furnish promptly to SMAC a copy of any filing under any applicable Laws and any dealings or communications with any Governmental Entity or Securities Authority in connection with, or in any way affecting, the transactions contemplated by this Agreement.

(b) Certain Actions Prohibited. Other than as permitted pursuant to this Agreement or pursuant to the Concurrent Financing, TOP shall not, without the prior written consent of SMAC, which consent shall not be unreasonably withheld or delayed, directly or indirectly do or permit to occur any of the following prior to the Closing Date:

(i) issue, sell, grant, pledge, lease, dispose of, encumber or create any Encumbrance on or agree to issue, sell, grant, pledge, lease, dispose of, or encumber or create any Encumbrance on any TOP Common Shares, or any options, warrants, calls, conversion privileges or rights of any kind to acquire any TOP Common Shares or other securities of TOP, other than the issue of TOP Common Shares upon the exercise of common share purchase warrants or stock options of TOP;

(ii) incur or commit to incur any debt, except in the ordinary and regular course of business;

(iii) declare or pay any dividends or distribute any of its properties or assets to shareholders;

(iv) enter into Material Contracts, other than in the ordinary and regular course of business, except in connection with the Share Exchange or as otherwise contemplated herein;

(v) alter or amend its notice of articles or articles, other than as may be required in connection with the transactions contemplated herein;

(vi) engage in any business enterprise or other activity different from that carried on or contemplated as of the date thereof;

(vii) sell, pledge, lease, dispose of, grant any interest in, encumber or agree to sell, pledge, lease, dispose of, grant any interest in or encumber any of its assets except where to do so would not have a Material Adverse Effect on TOP;

(viii) redeem, purchase or offer to purchase any of the TOP Common Shares or other securities; or

(ix) acquire or dispose, directly or indirectly, any assets, including but not limited to securities of other companies, other than in the ordinary and regular course of business.

(i) use its commercially reasonable efforts to not take any action, or refrain from taking any action or permit any action to be taken or not taken that is inconsistent with the provisions of this Agreement or that would reasonably be expected to materially impede the completion of the transactions contemplated hereby or would render, or that could reasonably be expected to render, any representation or warranty made by TOP in this Agreement untrue or

inaccurate in any material respect at any time on or before the Closing Date if then made or that would or could have a Material Adverse Effect on TOP; and

(ii) promptly notify SMAC of:

(B) any material Governmental Entity or third person complaints, investigations or hearings (or communications indicating that the same may be contemplated);

(D) any event occurring subsequent to the date hereof that would render any representation or warranty of TOP contained in this Agreement, if made on or as of the date of such event or the Closing Date, to be untrue or inaccurate in any material respect.

(d) Satisfaction of Conditions. TOP shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to:

(i) obtain all other consents, approvals and authorizations as are required to be obtained by TOP under any applicable Laws or from any Governmental Entity or under the rules or policies of the TSXV that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on TOP;

(ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate, and appear in any proceedings of, any Party hereto before any Governmental Entity;

(iii) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to enjoin or delay, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated hereby, subject to the TOP Board determining in good faith after receiving advice from outside legal counsel (which may include written opinions or advice) that taking such action would be inconsistent with the fiduciary duties of such directors under applicable Laws, and provided that, immediately upon receipt of such advice, TOP advises SMAC in writing that it has received such advice and provides written details thereof to SMAC;

(iv) fulfill all conditions and satisfy all provisions of this Agreement and the transactions contemplated hereby, including the Share Exchange, required to be fulfilled or satisfied by TOP; and

(v) co-operate with SMAC in connection with the performance by SMAC of its obligations hereunder, provided however that the foregoing shall not be construed to obligate TOP to pay or cause to be paid any monies to cause such performance to occur, other than as contemplated in this Agreement.

(e) Keep Fully Informed. Subject to applicable Laws, TOP shall keep SMAC fully informed as to the material decisions or actions required or required to be made with respect to the operation of its business.

(f) Co-operation. TOP shall make, or cooperate as necessary in the making of, all necessary filings and applications under all applicable Laws required in connection with the transactions contemplated hereby and take all reasonable action necessary to be in compliance with such Laws.

(g) Representations. TOP shall use its commercially reasonable efforts to conduct its affairs so that all of the representations and warranties of TOP contained herein shall be true and correct on and as of the Closing Date as if made on and as of such date.

(h) Closing Documents. TOP shall execute and deliver, or cause to be executed and delivered, at the closing of the transactions contemplated hereby such customary agreements, certificates, opinions, resolutions and other closing documents as may be required by SMAC, all in form satisfactory to SMAC, acting reasonably.

(i) Shares. TOP shall issue, at the Closing Time, TOP Consideration Shares in accordance with the terms hereof to those Vendors, Noteholders and Subscribers who are entitled to receive TOP Consideration Shares pursuant to the Share Exchange. Notwithstanding the foregoing, certificates or electronic statements evidencing TOP Consideration Shares required to be held in escrow in accordance with the requirements of the TSXV, or otherwise, shall be delivered directly to the applicable escrow agent.

(j) Listing of Shares. Until the earlier of:

(i) the Closing Time; and

(ii) the termination of this Agreement in accordance with Section 6.2,

TOP shall use its commercially reasonable efforts to ensure that the TOP Common Shares, are continuously listed and posted for trading on the TSXV (it being expressly acknowledged that the trading of the TOP Common Shares has been halted upon the announcement of the proposed transaction with SMAC) and that the TOP Consideration Shares shall be listed and posted for trading on the TSXV upon issuance.

(k) TOP Board and Management. Effective at the Closing, the TOP Board and management shall be restructured, through resignations and appointments, such that the TOP Board shall consist of four (4) directors consisting of not less than three (3) nominees of SMAC, including Hamish Collins, Dan Johnson and William Longworth, and not less than one (1) nominee of TOP, and the officers of TOP shall include the following individuals:

NAME	TITLE
Hamish Collins	President & Chief Executive Officer
Daryl Midgley	Chief Financial Officer
Daryl Midgley	Corporate Secretary

If any of the above proposed officers of TOP are not acceptable to the TSXV, then TOP and SMAC shall mutually determine such other officers as may be acceptable to the TSXV.

(1) TOP Prospectus. TOP shall ensure that the TOP Prospectus, as and when filed on SEDAR+ and as it relates to TOP, shall contain full, true and plain disclosure of all material facts relating to TOP.

4.4 Mutual Covenants

(a) Completion of Share Exchange. Subject to the terms and conditions in this Agreement, each of the Parties covenants and agrees that it shall complete the Share Exchange on the Closing Date or such date as SMAC and TOP may mutually agree to and prior to the Outside Date. At or before the Closing Time, the TOP Board shall approve resolutions to:

(i) accept the resignations from the directors and officers of TOP that shall no longer be serving in such capacity effective at the Closing;

(ii) change the composition of the TOP Board and officers such that it shall be comprised of the individuals listed in Section 4.3(1); and

(iii) appoint the officers listed in Section 4.3(1).

(b) Confidential Information. Each of the Parties agrees that any information as to the other Party's financial condition, business, properties, title, assets and affairs (including any Material Contracts) received from the other Party as part of its due diligence investigations in connection with the transactions contemplated in this Agreement, whether in physical, electronic, oral or other form, and whether or not marked as confidential including information which, at the time of receipt had not become generally available to the public, was not available to a Party or its representatives on a non-confidential basis before the date of the execution of this Agreement or does not become available to a Party or its representatives on a non-confidential basis from a person who is not, to the knowledge of the Party or its representatives, otherwise bound by confidentiality obligations to the provider of such information or otherwise prohibited from transmitting the information to the Party or its representatives (in this Section 4.4(b) "confidential information") shall be kept confidential by such Party for a period of two (2) years from the date hereof. Each of the Parties agree to use the confidential information solely for the purpose of completing the transactions contemplated herein. Prior to releasing any confidential information, TOP or SMAC, as applicable, may require the recipient of the confidential information to enter into a mutually acceptable confidentiality agreement. No confidential information may be released to third parties without the consent of the provider thereof, except: (i) to representatives of that Party who need to know such information for the purpose of the transactions contemplated herein, and provided that such Party will be responsible for any disclosure by its representatives in breach of these provisions, (ii) in connection with any brokers and their counsel engaged with respect to the Concurrent Financing, (iii) if required to do so in connection with any legal proceeding, or (iv) if required by any government or governmental agency or authority, including any applicable stock exchange. Promptly upon the written request of a Party, the other Parties will return all confidential information previously furnished to it, together with all the copies of any of the same made by the receiving Party any of its representatives, or certify in writing that all of the same have been destroyed. The provisions of this Section 4.4(b) shall survive the termination of this Agreement for a period of two (2) years.

(c) Public Statements. Until the Closing occurs or the termination of this Agreement in accordance with Section 6.2, TOP and SMAC shall consult with each other in issuing any press release or

otherwise making any public statement with respect to this Agreement and the transactions contemplated hereby, including the Share Exchange, and in making any filing with any Governmental Entity or Securities Authority with respect thereto. Each of TOP and SMAC shall use its commercially reasonable efforts to enable the other to review and comment on all such press releases and filings prior to the release or filing, respectively, thereof; provided that the obligations herein shall not prevent a Party from making, after consultation with the other Party, such disclosure as is required by Applicable Canadian Securities Laws or the rules and policies of any applicable stock exchange.

(d) TOP Prospectus.

(i) SMAC and TOP shall cooperate in the preparation of the TOP Prospectus and the filing of the TOP Prospectus with the applicable regulatory authorities, as determined by SMAC.

(ii) TOP and SMAC each shall use all reasonable commercial efforts to expeditiously and in a timely manner furnish the information required by each Party to be included in the TOP Prospectus, including any pro forma financial statements prepared in accordance with IFRS and applicable Laws to be provided by SMAC, and each Party shall each have had the reasonable opportunity to review and comment on all such information. The information to be provided by each of SMAC and TOP for use in the TOP Prospectus shall not contain any misrepresentation.

(iii) If, at any time before the Effective Date, either Party becomes aware that the TOP Prospectus contains a misrepresentation or otherwise requires an amendment or supplement, such Party shall notify the other Parties and the Parties shall co-operate in the preparation and filing of any amendment or supplement to the TOP Prospectus as required or as appropriate.

(iv) SMAC shall indemnify and save harmless TOP and the directors, officers and agents of TOP from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which TOP, or any director, officer or agent thereof, may be subject or which TOP, or any director, officer or agent thereof, may suffer or incur, whether under the provisions of any statute or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of any misrepresentation or alleged misrepresentation in the TOP Prospectus relating to the SMAC provided information in the TOP Prospectus (and other than arising solely from any misrepresentation or alleged misrepresentation in the information in the form provided by TOP for inclusion in the TOP Prospectus).

(e) PIFs. SMAC shall cause each of the proposed SMAC director nominees and officers of TOP identified in Section 4.3(l), and any SMAC securityholder that will become an Insider (as defined in the policies of the TSXV) of TOP on the completion of the Share Exchange to file with the TSXV a Form 2A – Personal Information/Consent Form or Form 2C1 – Declaration, as applicable, prior to the Closing Date.

(f) Exclusive Dealing. Each of the Parties covenants and agrees that, from the date of this Agreement until the termination of this Agreement in accordance with Section 6.2 (in this Section 4.4(f), the "Standstill Period"), it shall not, without prior written consent of TOP in respect of actions by SMAC, without prior written consent of SMAC in respect of actions by TOP, or without prior written consent of SMAC and TOP in respect of actions by any Vendor, directly or indirectly:

(i) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate any inquiries, offers or proposals, whether publicly or otherwise, regarding an Alternative Transaction (as defined below);

(ii) participate in any discussions or negotiations regarding, or provide information concerning it or otherwise cooperate in any way with an Alternative Transaction; or

(iii) pursue any other significant corporate acquisition or disposition, merger or sale of assets, issuance of securities or make any other material change to either Party's business or affairs including, without limitation, making any distribution to its equity or debt holders, if any.

Notwithstanding the foregoing, nothing herein shall restrict the Parties from taking such actions as may be required in order to discharge their obligations pursuant to applicable corporate laws.

For the purposes of this Section 4.4(f), “Alternative Transaction” means any bona fide inquiry, offer, proposal or inquiry made with respect to a Party (in this Section 4.4(f), the “Applicable Party”) or any shareholder of the Applicable Party (in this Section 4.4(f), the “Applicable Shareholders”) by any person from any person or persons “acting jointly or in concert” (within the meaning of National Instrument 62–104 Take-Over Bids and Issuer Bids) other than from the other Party hereto (in this Section 4.4(f), the “Non-Applicable Party”) or any affiliate of the Non-Applicable Party, whether or not in writing, which contemplates, relates to, constitutes, or may reasonably be expected to lead to (in either case whether in one transaction or a series of transactions) any one of the following, other than pursuant to the Share Exchange and the transactions contemplated herein: (i) an acquisition from the Applicable Party or the Applicable Shareholders of any of the securities of the Applicable Party (other than on exercise of currently held options or warrants) that, when taken together with the securities of the Applicable Party held by the proposed acquirer, and any person or persons acting jointly or in concert with the proposed acquirer, would constitute 10% or more of the voting securities of the Applicable Party or any of its subsidiaries; (ii) any acquisition of a substantial amount of assets of the Applicable Party or any of its subsidiaries; (iii) an amalgamation, arrangement, merger, combination, consolidation or similar transaction involving the Applicable Party or any of its subsidiaries; (iv) any take-over bid, issuer bid, exchange offer, recapitalization, liquidation, dissolution, reorganization or similar transaction involving the Applicable Party or any of its subsidiaries; or (v) any other transaction the consummation of which would or could reasonably be expected to impede, interfere with, prevent or delay the Share Exchange.

ARTICLE 5

CLOSING CONDITIONS

5.1 Mutual Conditions in Favour of TOP and SMAC

The respective obligations of SMAC and TOP to complete the transactions contemplated herein shall be subject to the fulfillment of the following conditions at or before the Closing Time or such other time as is specified below:

(a) each of the SMAC Board and the TOP Board shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by SMAC and TOP to permit the consummation of the Share Exchange and all other matters contemplated in this Agreement;

(b) the TSXV shall have accepted notice for filing of and approved all transactions of TOP contemplated herein including approving the Share Exchange and the TOP Prospectus, on terms and conditions acceptable to each of SMAC and TOP, acting reasonably;

(d) the Share Exchange shall have been consented to in writing by a securities dealer as a condition of its sponsorship for completion of the Share Exchange or the TSXV shall have waived the requirement for a Sponsor, as defined in the policies of the TSXV;

(e) the TSXV shall have conditionally approved the listing thereon of the TOP Consideration Shares, subject only to compliance with the usual requirements of the TSXV;

(f) TOP shall have changed the composition of the TOP Board and officers such that it shall be comprised of the individuals listed in Section 4.3(l);

(g) SMAC shall have completed the Concurrent Financing;

(h) the Convertible Notes shall have been converted to SMAC Common Shares pursuant to the terms thereof;

(i) following the Closing, TOP shall satisfy the minimum listing requirements of the TSXV for a Tier 2 industrial issuer and the TSXV shall have conditionally approved the listing on the TSXV of the TOP Shares, including the TOP Consideration Shares to be issued pursuant to the Share Exchange, on terms and conditions acceptable to each of SMAC and TOP, acting reasonably;

(j) all persons who will be Principals of TOP following the Closing of the Share Exchange will have, on or prior to the Closing Date, entered into any escrow agreements required by the TSXV;

(k) the TOP Consideration Shares to be issued to U.S. Persons and to persons in the United States pursuant to the Share Exchange shall be exempt from registration requirements under the 1933 Act pursuant to Rule 506(b) of Regulation D; and

(l) the distribution of the TOP Consideration Shares pursuant to the Share Exchange shall be exempt from prospectus and registration requirements under Applicable Canadian Securities Laws and, except with respect to persons deemed to be "control persons" of TOP under Applicable Canadian Securities Laws, such TOP Consideration Shares shall be freely trading shares, subject to escrow provisions, seed share resale restrictions and/or resale restrictions under the rules of the TSXV or applicable securities laws and except for the TOP Consideration Shares issued to Vendors resident in or subject to the laws of the United States as contemplated in Section 2.7 or, if applicable, an International Jurisdiction.

The foregoing conditions are for the mutual benefit of the TOP and SMAC and may be waived by mutual consent of TOP and SMAC in writing at any time. No such waiver shall be of any effect unless it is in writing signed by TOP and SMAC. If any of such conditions shall not be complied with or waived as aforesaid on or before the Outside Date or, if earlier, the date required for the performance thereof, then, subject to Section 5.4, either of TOP or SMAC may, acting reasonably, terminate this Agreement by written notice to the other Party.

5.2 SMAC Conditions

The obligation of SMAC to complete the transactions contemplated herein is subject to the fulfillment of the following additional conditions at or before the Closing Time or such other time as is specified below:

(a) the representations and warranties made by TOP in this Agreement without giving effect to any materiality qualifiers, including “Material Adverse Change” or “Material Adverse Effect” qualifiers, shall be true and correct as of the Closing Date as if made on and as of such date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), except where any failures or breaches of representations and warranties would not either individually or in the aggregate be reasonably expected to have a Material Adverse Effect on TOP, and TOP shall have provided to SMAC a certificate of an officer thereof certifying such accuracy or lack of Material Adverse Effect on the Closing Date. No representation or warranty made by TOP hereunder shall be deemed not to be true and correct if the facts or circumstances which make such representation or warranty untrue or incorrect are disclosed or referred to, or provided for, or stated to be exceptions under this Agreement;

(b) TOP shall have complied in all material respects with its covenants herein and TOP shall have provided to SMAC a certificate of an officer thereof, certifying that, as of the Closing Date, TOP has so complied with its covenants herein;

(c) the TOP Board shall have procured duly executed resignations and mutual releases in favour of TOP effective at the Closing Time from each director and officer of TOP who shall no longer be serving in such capacity or capacities following completion of the Share Exchange, which resignations and mutual releases shall be in a form acceptable to SMAC, acting reasonably;

(d) TOP shall be a corporation in good standing pursuant to the ABCA, which shall be confirmed by a certificate of good standing issued by the Alberta Registrar of Companies on the Business Day prior to the Closing Date and delivered to SMAC;

(e) from the date of this Agreement to the Closing Date, there shall not have occurred a Material Adverse Change in respect of TOP;

(f) TOP shall have filed all requisite financial statements concerning TOP, which comply with the requirements of the TSXV and applicable securities laws, are in accordance with IFRS and are true and correct in all material respects, with the auditors having completed all necessary audits and reviews of the financial statements;

(g) TOP shall not have incurred any liabilities after the date of this Agreement other than those reasonably incurred in connection with the transactions contemplated in this Agreement and shall have spent its cash on hand at the date of this Agreement exclusively: (i) in the ordinary course of business, and (ii) for the purpose of completing the transactions contemplated herein; and

(h) TOP shall have executed and delivered to SMAC all documents as SMAC may reasonably request for the purposes of effecting the transactions contemplated by this Agreement, including the Share Exchange, in a form satisfactory to SMAC, acting reasonably.

The foregoing conditions are for the benefit of SMAC and may be waived, in whole or in part, by SMAC in writing at any time. No such waiver shall be of any effect unless it is in writing signed by SMAC. If any of such conditions shall not be complied with or waived by SMAC on or before the Closing Date or, if earlier, the date required for the performance thereof, then, subject to Section 5.4, SMAC may terminate this Agreement by written notice to the other Parties.

5.3 TOP Conditions

The obligation of TOP to complete the transactions contemplated herein is subject to the fulfillment of the following additional conditions at or before the Closing Time or such other time as is specified below:

(a) the representations and warranties made by SMAC in this Agreement without giving effect to any materiality qualifiers, including “Material Adverse Change” or “Material Adverse Effect” qualifiers, shall be true and correct as of the Closing Date as if made on and as of such date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), except where any failures or breaches of representations and warranties would not either, individually or in the aggregate be reasonably expected to have a Material Adverse Effect on SMAC, and SMAC shall have provided to TOP a certificate of an officer thereof certifying such accuracy or lack of Material Adverse Effect on the Closing Date. No representation or warranty made by SMAC hereunder shall be deemed not to be true and correct if the facts or circumstances that make such representation or warranty untrue or incorrect are disclosed or referred to, or provided for, or stated to be exceptions under this Agreement;

(b) SMAC shall have complied in all material respects with its covenants herein and SMAC shall have provided to TOP a certificate of an officer thereof certifying that, as of the Closing Date, SMAC has so complied with its covenants herein;

(c) SMAC shall be a corporation in good standing pursuant to the laws of its jurisdiction of incorporation, which shall be confirmed by certificates of good standing on the Business Day prior to the Closing Date and delivered to TOP;

(d) SMAC shall have completed the Concurrent Financing on terms acceptable to TOP, acting reasonably;

(e) The Convertible Notes shall have been converted into SMAC Common Shares immediately prior to the Closing Time in accordance with the terms of the Convertible Notes and all SMAC Common Shares issued in accordance therewith shall have been validly issued as fully paid and non-assessable SMAC Common Shares;

(f) the SMAC director nominees ultimately appointed to the TOP Board at Closing are acceptable to TOP, acting reasonably;

(g) from the date of this Agreement to the Closing Date, there shall not have occurred a Material Adverse Change in respect of SMAC;

(h) SMAC shall have caused each of the proposed SMAC director nominees and officers of TOP identified in Section 4.3(l), and of any SMAC securityholder that will become an Insider (as defined in the policies of the TSXV) of TOP on the completion of the Share Exchange to have filed with the TSXV a Form 2A – Personal Information/Consent Form or Form 2C1 – Declaration, as applicable, prior to the Closing Date;

(i) SMAC shall have provided for the TOP Prospectus all requisite financial statements concerning SMAC and pro forma financial statements of the resulting issuer of the Share Exchange, which comply with the requirements of the TSXV and applicable securities laws, are in accordance with IFRS and are true and correct in all material respects, with the auditors having completed all necessary audits and reviews of the financial statements; and

(j) SMAC shall have executed and delivered to TOP all documents as TOP may reasonably request for the purposes of effecting the transactions contemplated by this Agreement, including the Share Exchange, in a form satisfactory to TOP, acting reasonably.

The foregoing conditions are for the benefit of TOP and may be waived, in whole or in part, by TOP in writing at any time. No such waiver shall be of any effect unless it is in writing signed by TOP. If any of such conditions shall not be complied with or waived by TOP on or before the Closing Date or, if earlier, the date required for the performance thereof, then, subject to Section 5.4, TOP may terminate this Agreement by written notice to the other Parties.

5.4 Notice and Cure Provisions

Each of SMAC and TOP (in this Section 5.4, the "Breaching Party") shall give prompt notice (in this Section 5.4, the "Notice of Breach") to the other Party (in this Section 5.4, the "Non-Breaching Party") of the occurrence, or failure to occur, at any time from the date hereof until the Closing Date, of any event or state of facts which occurrence or failure would, would be likely to, or could:

(a) cause any of the representations or warranties of the Breaching Party contained herein to be untrue or inaccurate in any respect on the date hereof or on the Closing Date;

(b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by the Breaching Party on or before the Closing Date; or

(c) result in the failure to satisfy any of the conditions precedent in favour of the Non-Breaching Party contained in Section 5.1, 5.2 or 5.3, as the case may be.

As herein provided, upon receipt of Notice of Breach, the Non-Breaching Party may:

(a) elect not to complete the transactions contemplated hereby, including the Share Exchange, by virtue of any of the conditions for its benefit contained in Section 5.1, 5.2 or 5.3, such condition not being satisfied or waived; and

(b) exercise any termination right arising from such election; provided, however, that:

(i) promptly and in any event prior to the Closing Date, the Non-Breaching Party shall have delivered a written notice to the Breaching Party (in this Section 5.4, the "Notice of Proposed Termination") specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters that the Non-Breaching Party delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be; and

(ii) if any such Notice of Proposed Termination is delivered, and the Breaching Party proceeds diligently, at its own expense, to cure such matter, if such matter is reasonably capable of being cured, the Non-Breaching Party may not terminate this Agreement until the lesser of 10 days from the date of delivery of the Notice of Proposed Termination and the number of days remaining before the earlier of the Closing Date and the Outside Date.

5.5 Merger of Conditions

If no Notice of Proposed Termination shall have been sent by the Non-Breaching Party pursuant to Section 5.4(b)(i) prior to the Closing Date, the conditions set out in Section 5.1, 5.2 or 5.3 shall be conclusively deemed to have been satisfied, fulfilled or waived as of the Closing Time.

ARTICLE 6

AMENDMENT AND TERMINATION

6.1 Amendment

This Agreement may, at any time, be amended by mutual written agreement of TOP and SMAC, subject to applicable Laws, and with the prior written consent of the Vendors to such amendment, and any such amendment may, without limitation:

(a) change the time for the performance of any of the obligations or acts of any of the Parties;
(b) waive any inaccuracies in or modify any representation or warranty contained herein or in any document delivered pursuant hereto;
(c) waive compliance with or modify any of the covenants herein contained and waive or modify the performance of any of the obligations of any of the Parties; and
(d) waive compliance with or modify any condition herein contained;

provided, however, that notwithstanding the foregoing, the share exchange rate set out in Section 2.1(b) shall not be amended without the approval of the affected Vendors.

6.2 Termination

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

(a) by mutual written agreement by SMAC and TOP;
(b) subject to Section 5.4:

(i) by SMAC, if any condition in Section 5.2 is not satisfied or waived in accordance with such section;
(ii) by TOP, if any condition in Section 5.3 is not satisfied or waived in accordance with such section; or
(iii) by SMAC or TOP if any of the conditions in Section 5.1 for the benefit of the terminating party is not satisfied or waived in accordance with Section 5.1;

(c) by TOP, if there is a material breach of the covenants of the Vendors or SMAC contained herein by the Vendors or SMAC or any of SMAC's directors, officers, employees, agents, consultants or other representatives, in each case, on or before the Closing Date;

(d) by SMAC, if there is a material breach of the covenants of TOP contained herein by TOP or any of its directors, officers, employees, agents, consultants or other representatives, in each case, on or before the Closing Date;

(e) by either SMAC or TOP if the Share Exchange is rejected by the TSXV as the “qualifying transaction” (within the meaning of Policy 2.4) of TOP and all recourse or rights of appeal have been exhausted; or

(f) by either SMAC or TOP if the Share Exchange shall not have been completed by the Outside Date, provided that any termination by TOP or SMAC in accordance with paragraphs (a) to (e) above shall be made by such Party delivering written notice thereof to the other Party prior to the Closing Date and specifying therein in reasonable detail the matter or matters giving rise to such termination right.

6.3 Effect of Termination

In the event of the termination of this Agreement as provided in Section 6.2:

(a) this Agreement shall be of no further force and effect, except for the representations, warranties and obligations set forth in Article 3, Article 7 and Sections 4.4(b), 8.3 and 8.9, which shall survive any termination of this Agreement and continue in full force and effect; provided that no termination of this Agreement for any reason whatsoever shall relieve any Party of liability for any breaches of this Agreement that are based on a wrongful refusal or failure to perform any obligations; and

(b) the Parties shall return all materials and copies of all materials delivered to TOP or SMAC, as the case may be, or their agents.

ARTICLE 7

GENERAL

7.1 Notices

Any notice, consent, waiver, direction or other communication required or permitted to be given under this Agreement by a Party hereto shall be in writing and shall be delivered by hand to the Party hereto to which the notice is to be given at the following address or sent by e-mail to the following e-mail addresses or to such other address or e-mail address as shall be specified by a Party hereto by like notice. Any notice, consent, waiver, direction or other communication aforesaid shall, if delivered, be deemed to have been given and received on the date on which it was delivered to the address provided herein (if a Business Day or, if not, then the next succeeding Business Day) and if sent by e-mail be deemed to have been given and received at the time of receipt (if a Business Day or, if not, then the next succeeding Business Day) unless actually received after 5:00 p.m. (local time) at the point of delivery in which case it shall be deemed to have been given and received on the next Business Day. SMAC or TOP may change its address for service with written notice to the other Parties. The address for service of each of the Parties shall be as follows:

(a) if to TOP:

Transition Opportunities Corp.
915, 500 4th Ave SW
Calgary, Alberta T2P 2V6

Attention: [Redacted – Contact Information]
Email: [Redacted – Contact Information]

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

Borden Ladner Gervais LLP
Centennial Place, 520 3 Ave SW Suite 1900
Calgary, Alberta T2P 0R3

Attention: [Redacted – Contact Information]
Email: [Redacted – Contact Information]

(b) if to SMAC and the Vendors:

SMAC DEV PTY LTD.

Attention: [Redacted – Contact Information]
Email: [Redacted – Contact Information]

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

Attention: [Redacted – Contact Information]
Email: [Redacted – Contact Information]

7.2 Remedies

The Parties acknowledge and agree that an award of money damages may be inadequate for any breach of this Agreement by any Party or its representatives and advisors and that such breach may cause the non-breaching Party irreparable harm. Accordingly, the Parties agree that, in the event of any such breach or threatened breach of this Agreement by one of the Parties, SMAC (if TOP is the breaching party) or TOP (if SMAC or a Vendor is the breaching party) shall be entitled, without the requirement of posting a bond or other security, to seek equitable relief, including injunctive relief and specific performance. Subject to any other provision hereof, such remedies shall not be the exclusive remedies for any breach of this Agreement but shall be in addition to all other remedies available hereunder or at law or in equity to each of the Parties.

7.3 Expenses

Other than as set forth below, the Parties agree that each Party shall pay for its own costs incurred in connection with this Agreement and the transactions contemplated hereby. Legal, accounting and financial advisor fees and all disbursements by advisors, shall be paid by the Party incurring such expense and that nothing in this Agreement shall be construed so as to prevent the payment of such expenses, whether or not the Share Exchange is completed. SMAC shall pay all filing, TSXV and Securities Authorities fees associated with the Share Exchange, the TOP Prospectus and the transactions contemplated hereunder, including those of TOP. SMAC shall pay for the D&O insurance policy of TOP to be procured prior to the filing of the TOP Prospectus, on terms mutually acceptable to TOP and SMAC.

7.4 Time of the Essence

Time shall be of the essence in this Agreement.

7.5 Entire Agreement

This Agreement, together with the agreements and other documents herein or therein referred to, constitute the entire agreement between the Parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties with respect to the subject matter hereof, including the letter agreement dated October 21, 2025 between SMAC and TOP. There are no representations, warranties, covenants or conditions with respect to the subject matter hereof except as contained herein.

7.6 Further Assurances

Each Party shall, from time to time, and at all times hereafter, at the request of the other of them, but without further consideration, do, or cause to be done, all such other acts and execute and deliver, or cause to be executed and delivered, all such further agreements, transfers, assurances, instruments documents or information as shall be reasonably required in order to fully perform and carry out the terms and intent hereof including, without limitation, the Share Exchange and the preparation of the TOP Prospectus.

7.7 Governing Law

This Agreement shall be governed by, and be construed in accordance with, the laws of the Province of Alberta and the federal laws of Canada applicable therein but the reference to such laws shall not, by conflict of laws rules or otherwise, require the application of the law of any jurisdiction other than the Province of Alberta.

7.8 Waiver

No waiver or release by any Party hereto shall be effective unless in writing and executed by the Party granting such waiver or release and any waiver or release shall affect only the matter, and the occurrence thereof, specifically identified and shall not extend to any other matter or occurrence. Waivers may only be granted upon compliance with the provisions governing amendments set forth in Section 6.1.

7.9 No Personal Liability

(a) No director or officer of SMAC, except in their capacity as a Vendor, shall have any personal liability whatsoever (other than in the case of fraud, gross negligence or willful misconduct) to TOP or the Vendors under this Agreement or any other document delivered in connection with this Agreement or the Share Exchange by or on behalf of SMAC.

(b) No director or officer of TOP shall have any personal liability whatsoever (other than in the case of fraud, gross negligence or willful misconduct) to SMAC or the Vendors under this Agreement or any other document delivered in connection with this Agreement or the Share Exchange by or on behalf of TOP.

(c) If a corporation, no director or officer of a Vendor shall have any personal liability whatsoever (other than in the case of fraud, gross negligence or willful misconduct) to TOP or SMAC under this Agreement or any other document delivered in connection with this Agreement or the Share Exchange by or on behalf such Vendor.

7.10 Enurement and Assignment

This Agreement shall enure to the benefit of the Parties and their respective successors, heirs, executors, administrators and permitted assigns, as applicable, and shall be binding upon the Parties and their respective

successors and executors, as applicable. This Agreement may not be assigned by any Party without the prior written consent of TOP and SMAC.

7.11 Execution in Counterparts

This Agreement may be executed in several counterparts and evidenced by an electronic signature of each Party, each of which when so executed shall be deemed to be an original, and such counterparts or electronic copies thereof together shall comprise one and the same instrument and, notwithstanding their date of execution, shall be deemed to bear the date as of the date first above written.

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

TRANSITION OPPORTUNITIES CORP.

Per: (signed) “John Pantazopoulos”

Name: John Pantazopoulos

Title: Director

Per: (signed) “Xiaodi Jin”

Name: Xiaodi Jin

Title: Director

SMAC DEV PTY LTD.

Per: (signed) “Hamish Collins”

Name: Hamish Collins

Title: Managing Director

VENDORS:

[Redacted – Shareholder Signatories]

SCHEDULE "A"

VENDORS

[Redacted – SMAC Shareholders]

SCHEDULE “B” MATERIAL CONTRACTS

[Redacted – Material Contracts]

AI assistant

Transition Opportunities Corp. — M&A Activity 2026

48285_rns_2026-04-21_30e497aa-1529-453b-bede-7504a51ad614.pdf

SHARE EXCHANGE AGREEMENT

TRANSITION OPPORTUNITIES CORP.

SMAC DEV PTY LTD.

THE UNDERSIGNED SHAREHOLDERS OF SMAC DEV PTY LTD.

SHARE EXCHANGE AGREEMENT

WHEREAS:

ARTICLE 1

DEFINITIONS, INTERPRETATION AND SCHEDULES

1.1 Definitions

1.2 Interpretation Not Affected by Headings

1.3 Section References

1.4 Number and Gender

1.5 Date for any Action

1.6 Statutory References

1.7 Document References

1.8 Currency

1.9 Invalidity of Provisions

1.10 Accounting Matters

1.11 Knowledge

1.12 Meaning of Certain Phrases

1.13 Schedules

ARTICLE 2

2.1 Terms of Share Exchange

2.2 Share Exchange Procedure

2.3 Closing Date

2.4 Closing

2.5 Reliance on Prospectus and Registration Exemptions

2.6 Resale Restrictions

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Vendors

3.2 Representations and Warranties of SMAC

3.3 Representations and Warranties of TOP

3.4 Survival of Representations and Warranties

ARTICLE 4 COVENANTS

4.1 Covenants of the Vendors

4.2 Covenants of SMAC

4.3 Covenants of TOP

4.4 Mutual Covenants

ARTICLE 5

CLOSING CONDITIONS

5.1 Mutual Conditions in Favour of TOP and SMAC

5.2 SMAC Conditions

5.3 TOP Conditions

5.4 Notice and Cure Provisions

5.5 Merger of Conditions

ARTICLE 6

6.1 Amendment

6.2 Termination

6.3 Effect of Termination

ARTICLE 7

7.1 Notices

7.2 Remedies

7.3 Expenses

7.4 Time of the Essence

7.5 Entire Agreement

7.6 Further Assurances

7.7 Governing Law

7.8 Waiver

7.9 No Personal Liability

7.10 Enurement and Assignment

7.11 Execution in Counterparts

TRANSITION OPPORTUNITIES CORP.

SMAC DEV PTY LTD.

VENDORS:

SCHEDULE "A"

VENDORS

SCHEDULE “B” MATERIAL CONTRACTS

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