Trigon Metals Inc.

Execution Version .

AGENCY AGREEMENT

July 12, 2023

Trigon Metals Inc. 130 Queens Quay East, Suite 1224 Toronto, Ontario M5A 0P6

Attention: Jed Richardson, Chief Executive Officer & Director

Dear Sirs,

Beacon Securities Limited (“ Beacon ”), as lead agent and sole bookrunner and on behalf of a syndicate of agents, including Echelon Wealth Partners Inc. (together with Beacon, the “ Agents ” and, individually, an “ Agent ”) understand that Trigon Metals Inc. (the “ Company ”) proposes to issue and sell up to 25,000,000 units (the “ Units ”) in the capital of the Company, at an offering price of $0.20 per Unit (the “ Offering Price ”) for aggregate gross proceeds to the Company of a maximum of $5,000,000 being equal to the maximum permitted under part 5A (the “ Listed Issuer Financing Exemption ”) of National Instrument 45-106 – Prospectus Exemptions (“ NI 45-106 ”) (the “ Offering ”), as further described in the Canadian Offering Document of the Company dated June 28, 2023 (the “ Canadian Offering Document ”). The Units will also be offered to eligible Purchasers (as defined below) resident in jurisdictions other than Canada that are mutually agreed to by the Company and the Agents.

The Units may also be offered and sold in the United States to a limited number of “accredited investors” (as defined in Rule 501(a) of Regulation D under the United States Securities Act of 1933, as amended (the “ 1933 Act ”)) (“ Accredited Investors ”) and to “qualified institutional buyers” (as defined in Rule 144A (“ Rule 144A ”), that are also Accredited Investors (“ Qualified Institutional Buyers ”), in each case, by way of a private placement pursuant to the exemption from the registration requirements of the 1933 Act provided by Rule 506(b) of Regulation D under the 1933 Act and/or Section 4(a)(2) of the 1933 Act, and similar exemptions under applicable state securities laws. Any Units offered and sold in the United States shall be issued as “restricted securities” (as defined in Rule 144(a)(3) under the 1933 Act).

Each Unit is comprised of one common share of the Company (a “ Common Share ”) and one-half of one Common Share purchase warrant (each whole warrant, a “ Warrant ”). Each Warrant will entitle the holder thereof to acquire one common share (a “ Warrant Share ”) at a price per Warrant Share of $0.30 for a period of 36 months from the Closing Date (as defined herein).

The description of the Warrants in this Agreement is a summary only and is subject to the specific attributes and detailed provisions of the Warrants set forth in the warrant indenture between the Company and TSX Trust Company dated the Closing Date (the “ Warrant Indenture ”). In case of any inconsistency between the description of the Warrants in this Agreement (as defined below) and the terms set forth in the Warrant Indenture, the provisions of the Warrant Indenture will govern.

The Company shall have the right to include a president’s list of subscribers to purchase up to 2,500,000 Units at the Offering Price for gross proceeds of up to $500,000 under the Offering (the “ President’s List ”). The Agents shall not be required to conduct a suitability review in respect of sales to investors on the President’s List.

Upon and subject to the terms and conditions herein set forth and in reliance upon the representations and warranties herein contained, the Company hereby appoints the Agents (and the Agents accept such appointment) to offer for sale, by way of a private placement on a commercially reasonable, “best efforts” agency basis, the Units at the Offering Price in the Offering Jurisdictions (as defined below). The Agents shall act as agents only and are under no obligation to purchase any of the Units as principal, although either of the Agents may, at its sole discretion, subscribe for and purchase Units. This Agreement does not constitute a commitment by, or legally binding obligation of, the Agents or any of their respective affiliates to act as underwriters, purchasers (initial or otherwise), arrangers and/or placement agents in connection with any offering of securities of the Company, including the Units, or to provide or arrange any financing, other than the appointment of the Agents as agents to offer and seek to sell the Units on a commercially reasonable, “best efforts” agency basis, under the Offering.

Units acquired by Purchasers (as defined below) shall be purchased under Subscription Agreements (as defined below). The Company understands and agrees that the Units may subsequently be resold by the Purchasers in the ordinary course in compliance with Applicable Securities Laws.

In consideration of the Agents’ services to be rendered in connection with the Offering, the Company agrees to pay to the Agents at the Closing Time (as defined below) on the Closing Date an aggregate cash fee of equal to 6.0% of the gross proceeds of the Offering (the “ Agents’ Fee ”). Notwithstanding the foregoing, to the extent Units are issued to Purchaser’s listed in the President’s List, the Agents’ Fee payable to the Agents in connection therewith shall be reduced to 3.0% (subject to a maximum of $500,000 of President’s List proceeds). Subject to the compliance with all required regulatory approvals, the Company shall issue to the Agents on the Closing Date, non-transferrable compensation options (the “ Compensation Options ”) entitling the Agents to purchase, at the Offering Price, that number of Common Shares equal to 6.0% of the aggregate number of Units issued by the Company under the Offering (reduced to 3.0% in respect of up to $500,000 of Units purchased by Purchasers listed in President’s List). The Compensation Options shall have a term of 36 months from the Closing Date.

In addition to the Agents’ Fee and Compensation Options as outlined above, the Company agrees to pay the Agents a corporate finance fee of $93,790.00 (inclusive of applicable taxes) (the “ Corporate Finance Fee ”) payable in cash at the Closing Time on the Closing Date and issue to the Agents 417,000 Compensation Options, to purchase an equal number of Common Shares, subject to adjustment in certain circumstances, at the Issue Price for a period of 36 months from the Closing Date.

The Company agrees that each of the Agents will be permitted to appoint, at the sole cost and expense of the Agent so appointing, other registered dealers (or other dealers duly qualified in their respective jurisdictions) as their agents to assist in the Offering, and that the Agents may determine the remuneration payable to such other dealers appointed by them.

The Offering is conditional upon and subject to the additional terms and conditions set forth below. The following are additional terms and conditions of the agreement between the Company and the Agents:

1. Interpretation

Definitions – In addition to the terms previously defined and terms defined elsewhere in this Agreement (including the Schedules hereto), where used in this Agreement or in any amendment hereto, the following terms shall have the following meanings, respectively:

“ 1933 Act ” has the meaning ascribed thereto on the first page of the Agreement;

“ Accredited Investors ” has the meaning ascribed thereto on the first page of the Agreement;

“ Agents ” has the meaning ascribed thereto on the first page of the Agreement;

“ Agreement ” means this agency agreement dated July 12, 2023 between the Company and the Agents, as the same may be supplemented, amended and/or restated from time to time;

“ Ancillary Documents ” means all agreements (including the Subscription Agreements and Warrant Indenture), certificates (including the Compensation Option certificates representing the Compensation Options), officer’s certificates, and other documents executed and delivered, or to be executed and delivered, by the Company in connection with the Offering, whether pursuant to Applicable Securities Laws or otherwise;

“ Applicable Laws ” means, in relation to any person or persons, the Applicable Securities Laws and all other statutes, regulations, rules, orders, by-laws, codes, ordinances, decrees, the terms and conditions of any grant of approval, permission, authority or licence, or any judgment, order, decision, ruling, award, policy or guidance document that are applicable to such person or persons or its or their business, undertaking, property or securities and emanate from a Governmental Authority having jurisdiction over the person or persons or its or their business, undertaking, property or securities;

“ Applicable Securities Laws ” means, collectively, the applicable securities laws of each of the Offering Jurisdictions and their respective regulations, rulings, rules, blanket orders, instruments (including national and multilateral instruments), fee schedules and prescribed forms thereunder, the applicable policy statements issued by the Securities Commissions and the rules and policies of the TSX-V, and all applicable securities laws in the United States, including without limitation, the 1933 Act, the U.S. Exchange Act and the rules and regulations promulgated thereunder, and any applicable state securities laws;

“ Beacon ” has the meaning ascribed thereto on the first page of the Agreement;

“ Beneficiaries ” has the meaning ascribed thereto in Section 9(g) of this Agreement;

“ Business Day ” means a day, other than a Saturday, a Sunday or a day on which chartered banks are not open for business in Toronto, Ontario;

“ Canadian Offering Document ” has the meaning ascribed thereto on the first page of the Agreement;

“ CDS ” means CDS Clearing and Depository Services Inc.;

“ Claims ” and “ Claim ” have the meanings ascribed thereto in Section 9(a) of this Agreement;

“ Closing ” means the closing of the Offering;

“ Closing Date ” means July 12, 2023 or such earlier or later date as may be agreed to in writing by the Company and Beacon (on behalf of the Agents), each acting reasonably;

“ Closing Time ” means 8:00 a.m. (Toronto time) on the Closing Date, or such other time on the Closing Date as may be agreed to by the Company and Beacon (on behalf of the Agents);

“ Common Shares ” has the meaning ascribed thereto on the first page of the Agreement;

“ Company ” has the meaning ascribed thereto on the first page of the Agreement;

“ Compensation Options ” has the meaning ascribed thereto on the first page of the Agreement;

“ Corporate Finance Fee ” has the meaning ascribed thereto on the first page of the Agreement;

“ COVID-19 Outbreak ” has the meaning ascribed thereto in Section 5(eee);

“ Current Disclosure Record ” means, from April 1, 2022 to the date of this Agreement, the Company’s prospectuses, annual reports, annual and interim financial statements, annual information forms, business acquisition reports, management discussion and analysis of financial condition and results of operations, information circulars, material change reports, press releases and all other information or documents required to be filed or furnished by the Company under Applicable Securities Laws which have been publicly filed or otherwise publicly disseminated by the Company, which includes the Technical Reports;

“ Disclosure Record ” means the Company’s prospectuses, annual reports, annual and interim financial statements, annual information forms, business acquisition reports, management discussion and analysis of financial condition and results of operations, information circulars, material change reports, press releases and all other information or documents required to be filed or furnished by the Company under Applicable Securities Laws which have been publicly filed or otherwise publicly disseminated by the Company;

“ distribution ” means distribution or distribution to the public, as the case may be, for the purposes of the Applicable Securities Laws;

“ Financial Statements ” means, collectively, the (i) audited consolidated financial statements of the Company for the fiscal year ended March 31, 2022 (which financial statements include comparative financial information for the comparable period in 2021), together with the report of McGovern Hurley LLP on those financial statements, and including the notes with respect to those financial statements; and (ii) the unaudited condensed consolidated interim financial statements of the Company as at and for the three and nine months ended December 31, 2022 (which financial statements include comparative financial information for the comparable period in 2021), and including the notes with respect to those financial statements;

“ Governmental Authority ” means and includes, without limitation, any national, federal, provincial, territorial, state or municipal government or other political subdivision of any of the foregoing, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing;

“ Governmental Licences ” has the meaning ascribed thereto in Section 5(yy) of this Agreement;

“ IFRS ” means International Financial Reporting Standards as issued by the International Accounting Standards Board, which were adopted by the Board of the Chartered Professional Accountants of Canada as Canadian generally accepted accounting principles applicable to publicly accountable enterprises;

“ Indemnified Parties ” and “Indemnified Party ” have the meanings ascribed thereto in Section 9(a) of this Agreement;

“ Listed Issuer Financing Exemption ” has the meaning ascribed thereto on the first page of the Agreement;

“ Locked-Up Securities ” has the meaning ascribed thereto in Section 7(k);

“ Losses ” has the meaning ascribed thereto in Section 9(a) of this Agreement;

“ Material Adverse Effect ” means any event, fact, circumstance, development, occurrence or state of affairs that is materially adverse to the business, assets (including intangible assets), affairs, operations, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations of the Company and any of the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business;

“ material change ” has the meaning ascribed thereto in the Applicable Securities Laws of the Offering Jurisdictions;

“ material fact ” has the meaning ascribed thereto in the Applicable Securities Laws of the Offering Jurisdictions;

“ Material Subsidiaries ” means (i) Trigon Mining (Namibia) (Pty) Ltd., (ii) Trigon (Morocco) Holding Corp., (iii) PNT Financeco Corp., (iv) Kombat Holdings Namibia (Pty) Ltd. and (v) Technomine Africa Sarl; and “ Material Subsidiary ” refers to one of them only;

“ Mineral Properties ” means (i) the Kombat Project and associated property located in northern Namibia, (ii) the Silver Hill Project and associated property located in the eastern region of Morocco, and (iii) Addana Project, and “ Mineral Property ” refers to one of them only;

“ Mining Rights ” has the meaning ascribed thereto in Section 5(g) of this Agreement;

“ misrepresentation ” has the meaning ascribed thereto in the Applicable Securities Laws of the Offering Jurisdictions;

“ NI 43-101 ” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators;

“ NI 45-102 ” means National Instrument 45-102 – Resale of Securities , as amended from time to time;

“ NI 45-106 ” has the meaning ascribed thereto on the first page of the Agreement;

“ NI 51-102 ” means National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators;

“ Offering ” has the meaning ascribed thereto on the first page of the Agreement;

“ Offering Jurisdictions ” means all provinces and territories of Canada;

“ Offering Price ” has the meaning ascribed thereto on the first page of the Agreement;

“ Offering Release ” means June 28, 2023, which is the date in which the Canadian Offering Document was filed on SEDAR;

“ person ” means an individual, a firm, a corporation, a syndicate, a partnership, a trust, an association, an unincorporated organization, a joint venture, an investment club, a government or an agency or political subdivision thereof and every other form of legal or business entity of any nature or kind whatsoever;

“ President’s List ” has the meaning ascribed thereto on the first page of the Agreement;

“ Purchasers ” means the persons who, as subscribers, purchase Units from the Company at the Closing Time, pursuant to the Subscription Agreements;

“ Qualification ” has the meaning ascribed thereto in Section 5(w) of this Agreement;

“ Qualified Institutional Buyers ” has the meaning ascribed thereto on the first page of the Agreement;

“ Rule 144A ” has the meaning ascribed thereto on the first page of the Agreement;

“ SEC ” means the United States Securities and Exchange Commission;

“ SEDAR ” means the System for Electronic Document Analysis and Retrieval;

“ Securities Commission ” means the applicable securities commission or regulatory authority in each of the Offering Jurisdictions and “ Securities Commissions ” means all of them;

“ Selling Firm ” means any investment dealer (other than the Agents) with which the Agents have a contractual relationship in respect of the distribution of the Units;

“ Standard Listing Conditions ” means the customary and standard post-closing conditions imposed by the TSX-V in similar circumstances and set forth in a letter of the TSX-V addressed to the Company;

“ Subscription Agreements ” means the Listed Issuer Financing Exemption Subscriber Questionnaire in the forms agreed upon by the Agents and the Company, pursuant to which Purchasers agree to subscribe for and purchase the Units as contemplated herein;

“ Subsidiary ” has the meaning ascribed thereto in the Applicable Securities Laws of the Province of Ontario and includes the Material Subsidiaries, and “ Subsidiaries ” means all of them;

“ Tax Act ” means the Income Tax Act (Canada), together with all regulations promulgated thereunder, and including all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof;

“ Taxes ” means all Canadian, U.S. and foreign federal, state, provincial, territorial and local taxes, and other assessments of a similar nature (whether imposed directly or through withholding), including income tax, capital tax, payroll taxes, sales taxes, value-added taxes, employer health tax, workers’ compensation payments, excise taxes, property taxes, customs, land transfer taxes, stamp taxes, duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any interest, additions to tax or penalties applicable thereto;

“ Technical Reports ” means together, the technical report titled “Technical Report on the Kombat Project, Namibia” with an effective date of September 1, 2021, prepared in accordance with NI 43-101 and filed on SEDAR (the “ Kombat Project Technical Report ”) and the technical report titled “Technical Report on the Silver Hill Exploration Project, Morocco” with an effective date of September 24, 2020, prepared in accordance with NI 43-101 and filed on SEDAR, and “ Technical Report ” means either of them;

“ TSX-V ” means the TSX Venture Exchange;

“ United States ” and “ U.S.” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia;

“ Units ” has the meaning ascribed thereto on the first page of the Agreement;

“ U.S. Affiliate ” has the meaning given to it in Schedule “A” to this Agreement;

“ U.S. Exchange Act ” has the meaning given to it in Schedule “A” to this Agreement;

“ U.S. Private Placement Memorandum ” means a private placement offering memorandum relating to the offering of Units in the United States and to U.S. Persons;

“ U.S. Person ” means a “U.S. person” as that term is defined in Rule 902(k) of Regulation S under the 1933 Act;

“ Warrant ” has the meaning ascribed thereto on the first page of the Agreement;

“ Warrant Indenture ” has the meaning ascribed thereto on the first page of the Agreement;

“ Warrant Share ” has the meaning ascribed thereto on the first page of the Agreement.

Other

(a) Any reference in this Agreement to a Section shall refer to a section of this Agreement.
(b) All words and personal pronouns relating thereto shall be read and construed as the number and gender of the party or parties referred to in each case require and the verb shall be construed as agreeing with the required word and/or pronoun.
(c) Any reference in this Agreement to “$” or to “dollars” shall refer to the lawful currency of Canada, unless otherwise specified.
(d) Where any representation or warranty contained in this Agreement or any Ancillary Document is expressly qualified by reference to the “knowledge” of the Company, or where any other reference is made herein or in any Ancillary Document to the “knowledge” of the Company, it shall be deemed to refer to the actual knowledge of (i) Jed Richardson, President, Chief Executive Officer and Director, and (ii) Paul Bozoki, Chief Financial Officer, after having made due enquiry of appropriate and relevant persons and documentation (which for greater certainty shall exclude any due diligence reports or materials prepared by the Agents or their counsel and without any requirement to make any inquiries of any third party or Governmental Authority or to perform any search of any public registry office or database).
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2. Nature of Transaction

(a) Sale on Exempt Basis . The Agents will use their reasonable commercial efforts to arrange for the Units to be purchased by the Purchasers:
(i) in the Offering Jurisdictions, on a private placement basis in compliance with Applicable Securities Laws.
(ii) in the United States or to, or for the account or benefit of, U.S. Persons on a basis exempt from registration under the 1933 Act and applicable state securities laws and in connection therewith, the offer and sale of Units in the United States and to, or for the account or benefit of, U.S. Persons shall occur in accordance with Schedule “A” attached hereto; and
(iii) in such other jurisdictions as consented to by the Company on a private placement basis in compliance with all applicable securities laws of such other jurisdictions provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction, no registration or similar requirement would apply with respect to the Company in such other jurisdictions and the Company does not thereafter become subject to on-going continuous disclosure obligations in such other jurisdictions.
(b) Filings . The Company undertakes to file or cause to be filed all forms or undertakings required to be filed by the Company with the Securities Commissions and the TSX-V in connection with the purchase and sale of the Units so that the distribution of the Units may lawfully occur without the necessity of filing a prospectus, a registration statement or an offering memorandum. The Company undertakes to file, or cause to be filed, all forms or undertakings required to be filed by the Company in connection with the issue and sale of the Units in the United States (including a Form 45-106F1, Form D and any filings required under state blue-sky laws, as required, with the applicable Securities Commissions, the SEC and United States state regulatory authorities, as applicable).
(c) No Offering Memorandum . Neither the Company nor the Agents shall (i) provide to prospective purchasers of the Units any document or other material that would constitute an offering memorandum within the meaning of Securities Laws in connection with the offer and sale of the Units, except for the U.S. Private Placement Memorandum and the Canadian Offering Document or (ii) engage in or authorize, any form of general solicitation or general advertising in connection with or in respect of the Units in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or otherwise or conduct any seminar or meeting concerning the offer or sale of the Units whose attendees have been invited by any general solicitation or general advertising.
(d) Listed Issuer Financing Exemption . The Company is relying on the Listed Issuer Financing Exemption, a Canadian prospectus exemption under Applicable Securities Laws for reporting issuers listed on a Canadian stock exchange wishing to raise capital equity. The Company confirms and acknowledges to the Agents that the Listed Issuer Financing Exemption relies on the Company’s continuous disclosure record, as supplemented with a short offering document, to allow the Company to distribute freely tradeable listed equity securities to the public. Accordingly, the Company represents and warrants to the Agents that it: (i) has active business operations or its principal asset is
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not cash (or an equivalent) or its exchange listing; and (ii) it has prepared the Canadian Offering Document that is considered a “core” document under the secondary market civil liability regime of Applicable Securities Laws.

3. Press Releases

Neither the Company, nor the Agents, shall make any public announcement in connection with the Offering, except if the other party has consented to such announcement or the announcement is required by Applicable Laws or stock exchange rules. For greater certainty, during the period commencing on the date hereof and until completion of the distribution of the Units, the Company will promptly provide to the Agents drafts of any press releases of the Company for review and comment by the Agents and the Agents’ counsel prior to issuance, provided that any such review will be completed in a timely manner, and the Company will incorporate in such press releases all reasonable comments of the Agents.

In order to comply with applicable U.S. securities laws, any press release announcing or otherwise concerning the Offering shall include an appropriate notation on each page as follows: “ Not for distribution to United States Newswire Services or for dissemination in the United States ”. In addition, any such press release shall contain the following disclaimer: “This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ 1933 Act ”) or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the 1933 Act and applicable state securities laws or an exemption from such registration is available.”

4. Material Change

(a) The Company shall promptly inform the Agents (and promptly confirm such notification in writing) during the period prior to the Closing Time the full particulars of:
(i) any material change whether actual, anticipated, contemplated, threatened or proposed in the Company or any Subsidiary or in any of their respective businesses, assets (including intangible assets), affairs, operations, liabilities (contingent or otherwise), capital, assets, properties, condition (financial or otherwise) or results of operations or in the Offering; or
(ii) any material fact which has arisen or has been discovered or any new material or change in any fact that would have been required to have been publicly disclosed under Applicable Securities Laws.
(b) During the period prior to the Closing Time, subject to Section 4(c), the Company will prepare and file promptly (and, in any event, within the time prescribed by Applicable Securities Laws) any document which may be necessary under the Applicable Securities Laws, and the Company shall promptly comply with all applicable filing and other requirements under Applicable Securities Laws as a result of any such material change or material fact contemplated in Section 4(a). The Company shall in good faith discuss with the Agents any fact or change in circumstances (actual, anticipated, contemplated or threatened, and financial or otherwise) which is of such a nature that there is reasonable
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doubt as to whether notice in writing need be given to the Agents pursuant to Section 4(a).

(c) In addition to the provisions of Sections 4(a) and 4(b) hereof, during the period prior to the Closing Time, the Company shall in good faith discuss with the Agents any circumstance, change, event or fact contemplated in Sections 4(a) or 4(b) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Agents under Sections 4(a) or 4(b) hereof and shall consult with the Agents with respect to the form and content of any document proposed to be filed or publicly disseminated by the Company, it being understood and agreed that no such document shall be filed with any Securities Commission or publicly disseminated prior to the review and approval thereof by the Agents and their counsel, acting reasonably.

5. Representations and Warranties of the Company

The Company represents and warrants to the Agents and to the Purchasers (such representations and warranties being incorporated by reference in the Subscription Agreements), and acknowledges that each of them is relying upon such representations and warranties in purchasing the Units, that:

(a) the Company: (i) has been duly incorporated, amalgamated, continued or organized and is validly existing as a corporation in good standing under the federal laws of Canada and has the corporate power, capacity and authority to own, lease and operate its property and assets, to conduct its business as now conducted and as currently proposed to be conducted and to carry out its obligations under this Agreement and the Subscription Agreements; and (ii) where required, has been duly qualified as an extra-provincial or foreign corporation for the transaction of business and is in good standing under the laws of each jurisdiction in which it owns or leases property, or conducts any business;
(b) other than the Material Subsidiaries, the Company has no Subsidiary and no investment in any person which in either case is or could be material to the business and affairs of the Company. Other than the Material Subsidiaries, the other Subsidiaries are inactive and do not carry on, and have not carried on, any business or operations. The Company is the direct or indirect registered and beneficial owner of all of the issued and outstanding shares of or other voting securities in each Material Subsidiary, except for Trigon Mining (Namibia) (Pty) Ltd., in which it holds an 80% equity interest, in each case free and clear of all encumbrances, liens, mortgages, hypothecations, security interests, charges or adverse interests whatsoever, and no person, firm, corporation or entity has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the purchase from the Company or any Subsidiary of any of the shares or other securities of any Subsidiary;
(c) each Material Subsidiary: (i) has been duly incorporated, amalgamated, continued or organized and is validly existing as a corporation or limited liability company in good standing under the laws of its jurisdiction of incorporation, amalgamation, continuation or organization and has the corporate power, capacity and authority to own, lease and operate its property and assets, to conduct its business as now conducted and as currently proposed to be conducted and to carry out the provisions hereof; and (ii) where required, has been duly qualified as an extra-provincial or foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases property, or conducts any business, and is not precluded from carrying on
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business or owning property in such jurisdictions by any other commitment, agreement or document;

(d) the Company and each Subsidiary (i) have each conducted and have each been conducting their business in compliance in all material respects with all Applicable Laws of each jurisdiction in which its business is carried on or in which its services are provided and has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of noncompliance with any such Applicable Laws, and (ii) are not in breach or violation of any judgment, order or decree of any Governmental Authority or court having jurisdiction over the Company or any Subsidiary, as applicable;
(e) neither of the Company nor any Subsidiary has been served with or otherwise received notice of any legal proceeding, action, suit or inquiry or governmental proceedings and there are no legal proceedings, actions, suits, or inquiries or governmental proceedings (whether or not purportedly on behalf of the Company) pending to which the Company or any Subsidiary is a party or of which any property or assets of the Company or any Subsidiary is the subject, or which might reasonably be expected to materially and adversely affect the consummation by the Company of the transactions contemplated by this Agreement and the Subscription Agreements, and, to the knowledge of the Company, no such proceedings, actions, suits or inquiries have been threatened or contemplated by any Governmental Authority or any other persons;
(f) any real property or building held under lease by the Company or any Material Subsidiary is held by it under valid and subsisting leases and/or temporary occupations enforceable against the respective lessors and/or owners thereof with the exclusive right to occupy and use such premises, except where the failure to so hold would be immaterial to the Company and the Material Subsidiaries (taken as a whole);
(g) except as disclosed in the Current Disclosure Record, the Company and the Material Subsidiaries hold the options to acquire or own mining leases, mining claims or other conventional property or proprietary interests or rights described in the Current Disclosure Record, recognized in the jurisdiction in which each property of the Company or any Subsidiary is located, in respect of the ore bodies and minerals located in properties in which the Company and the Subsidiaries conduct business under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Company and the Subsidiaries to explore for, develop or mine the minerals relating thereto as presently conducted or as contemplated in the Current Disclosure Record (the “ Mining Rights ”). All Mining Rights are in good standing, are valid and enforceable and are free and clear of any liens or charges, and, except as set out in the Current Disclosure Record, no material commission, royalty, licence fee or similar payment is payable in respect of any of them. The Company and the Material Subsidiaries are the owners of or have rights in respect of Mining Rights necessary to carry on their current and proposed exploration development and mining activities as disclosed in the Current Disclosure Record, and the Mining Rights held by the Company or its Subsidiaries cover the properties required for such purposes and the Company or its Subsidiaries are legally entitled to conduct exploration, development and mining activities (as presently conducted or as contemplated in the Current Disclosure Record), on, in and under the Mineral Properties. The Company and the Subsidiaries have all necessary surface rights, access rights and other necessary rights and interests relating to the areas of the Mineral Properties on which the Company and
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the Subsidiaries conduct business granting the Company and the Subsidiaries the right and ability to explore for minerals, ore and metals for development purposes as presently conducted or as contemplated in the Current Disclosure Record, except where the failure to so have would not be reasonably expected to have a Material Adverse Effect, and each of the property interests or rights related thereto and each of the documents, agreements and instruments and obligations relating thereto is currently in good standing in all material respects in the name of the Company or a Material Subsidiary, as applicable. No other property rights are necessary for the conduct of the Company’s or the Material Subsidiaries’ business in respect of the Mineral Properties as presently conducted or as contemplated in the Current Disclosure Record and there are no material restrictions on the ability of the Company or the Material Subsidiaries to so use, transfer or otherwise exploit any such property rights except as required by Applicable Law;

(h) all payments required to be made by the Company or Material Subsidiaries pursuant to the Mineral Properties’ leases has been paid and the Company is not in default of any of its respective material obligations under any of the Mineral Properties’ leases except where the failure to pay or default would be immaterial to the Company and the Material Subsidiaries (taken as a whole);
(i) any and all of the agreements and other documents and instruments pursuant to which the Company or the Subsidiaries hold the material property and assets thereof are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof; neither of the Company nor any Subsidiary is in default of any of the provisions of any such agreements, documents or instruments nor, to the Company’s knowledge, has any such default been alleged; and such properties and assets are in good standing under the Applicable Laws of the jurisdictions in which they are situated; all leases, licences and claims pursuant to which the Company and the Subsidiaries derive the interests thereof in such property and assets are in good standing and there has been no material default under any such lease, licence or claim, and all Taxes required to be paid with respect to such properties and assets to the date hereof have been paid except where the failure to so pay would be immaterial to the Company and its Subsidiaries;
(j) any and all operations of the Company and the Subsidiaries, and to the best of the Company’s knowledge, any and all operations by predecessors, on or in respect of the assets and properties of the Company and the Subsidiaries have been conducted substantially in accordance with good industry practices in the jurisdiction of operation and in material compliance with Applicable Laws and orders, judgments, decrees and directions of Governmental Authorities and other competent authorities;
(k) no officer, director, employee or other person not dealing at arm’s length with the Company or a Subsidiary or, to the knowledge of the Company, any associate or affiliate of any such person owns, has or is entitled to any royalty, interest or any other encumbrances or claims of any nature whatsoever which are based on production from the Company’s and the Subsidiaries’ properties or assets or any revenue or rights attributable thereto;
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(l) the Financial Statements:
(i) have been prepared in accordance with Applicable Securities Laws and IFRS, applied on a consistent basis throughout the periods referred to therein, except as otherwise disclosed therein;
(ii) present fairly, in all material respects, the financial position and condition of the Company and the Subsidiaries on a consolidated basis as at the respective dates thereof and the results of its operations and the changes in its shareholder’s equity and cash flows for the periods then ended, and do not contain a misrepresentation; and
(iii) have been audited (in the case of the annual financial statements comprising the Financial Statements) by independent public accountants within the meaning of Applicable Securities Laws and the rules of the Chartered Professional Accountants of Canada;
(m) there has not been any “disagreement” or “reportable event” (within the respective meanings of NI 51-102) with the current auditors or any former auditors of the Company during the past five financial years;
(n) the Company has established and maintains a system of disclosure controls and procedures and internal control over financial reporting, and has: (i) designed such disclosure controls and procedures, or caused them to be designed under management’s supervision, to provide reasonable assurance that material information relating to the Company and the Subsidiaries is made known to management by others, particularly during the period in which the financial statements are being prepared; and (ii) designed such internal control over financial reporting, or caused it to be designed under management’s supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS;
(o) there are no material liabilities of the Company whether direct, indirect, absolute, contingent or otherwise which are not disclosed or reflected in the Financial Statements;
(p) the audit committee’s responsibilities and composition comply with National Instrument 52-110 - Audit Committees of the Canadian Securities Administrators;
(q) none of the directors, officers or shareholders who beneficially own, directly or indirectly, or exercise control or direction over, more than 10% of the outstanding Common Shares or any known associate or affiliate of any such person, had or has any material interest, direct or indirect, in any transaction or any proposed transaction (including, without limitation, any loan made to or by any such person) with the Company or any Subsidiary which, as the case may be, materially affects, is material to or will materially affect the Company and its Subsidiaries on a consolidated basis;
(r) (i) the Company and each Subsidiary has duly and on a timely basis filed all foreign, federal, state, provincial and municipal tax returns required to be filed by it, has paid all Taxes due and payable by the Company and the Subsidiaries, respectively, and has paid all assessments and reassessments and all other Taxes due and payable by it and which are claimed by any Governmental Authority to be due and owing and adequate provision
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has been made for Taxes payable for any completed fiscal period for which tax returns are not yet required to be filed, except where the failure to file, pay or make provisions would be immaterial to the Company and the Material Subsidiaries (taken as a whole); (ii) there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any tax return or payment of any Taxes, governmental charge or deficiency by the Company or by any Subsidiary; (iii) there are no actions, suits, proceedings, investigations or claims pending or, to the knowledge of the Company, threatened, against the Company or any Subsidiary in respect of Taxes; and (iv) there are no matters under discussion by the Company with any Governmental Authority relating to Taxes asserted by any such authority;

(s) the Company is a reporting issuer in the provinces of British Columbia, Alberta and Ontario; the Company is not in material default under the Applicable Securities Laws of any of such Offering Jurisdictions and is not on the list of defaulting issuers maintained by any Securities Commission in such Offering Jurisdictions;
(t) the Company is in compliance in all material respects with its timely and continuous disclosure obligations under the Applicable Securities Laws and the policies, rules and regulations of the TSX-V and, without limiting the generality of the foregoing, there has not occurred any material change (actual, anticipated, contemplated, threatened, financial or otherwise) in the business, assets (including intangible assets), affairs, operations, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise), results of operations or control of the Company and the Subsidiaries taken as a whole since April 1, 2021 which has not been publicly disclosed on a non-confidential basis, and the Company has not filed any confidential material change report which remains confidential as at the date hereof;
(u) to the knowledge of the Company, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Company or any Subsidiary;
(v) the number of authorized and issued Common Shares of the Company as at July 11, 2023 is 175,011,936, all such issued Common Shares are validly issued and outstanding, and no person, firm or corporation has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option or privilege (whether pre-emptive or contractual), for the issue or allotment by the Company or a Subsidiary of any unissued shares in the capital of the Company or any Subsidiary or any other security convertible into or exchangeable for any such shares, or to require the Company or any Subsidiary to purchase, redeem or otherwise acquire any of the outstanding securities in the capital of the Company or any Subsidiary, except as disclosed in the Current Disclosure Record;
(w) the Company is qualified to use the Listed Issuer Financing Exemption:
(i) the Company is and has been a reporting issuer in a Canadian jurisdiction for at least 12 months prior to the Offering Release, and is not in default of Applicable Securities Laws of British Columbia, Alberta or Ontario, and the federal laws of Canada;
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(ii) the Company has filed all continuous disclosure documents required under Applicable Securities Laws, and under orders and/or undertakings issued by or made to any Canadian securities regulatory authority;
(iii) the Company has a class of equity securities listed for trading on a recognized stock exchange in Canada;
(iv) the use of proceeds to be received by the Company from the Offering shall not be allocated to an acquisition that is a significant acquisition under NI 51-102, a restructuring transaction (as defined in NI 51-102) or any other transaction for which the Company seeks approval of a securityholder;
(v) on the date of the Offering Release, the total dollar amount of the Offering, combined with the dollar amount of all other distributions made by the Company under the Listed Issuer Financing Exemption during the 12-months immediately before the date of the Canadian Offering Document, will not, assuming completion of the Offering, exceed the greater of the following: (i) $5,000,000; and (ii) 10% of the aggregate market value of the Company’s listed securities, on the date the Company issued the news release announcing the Offering, to a maximum of $10,000,000;
(vi) the Offering, combined with all other distributions made by the Company under the Listed Issuer Financing Exemption during the 12-months immediately before the Offering Release, will not result in an increase of more than 50% of the Company’s outstanding equity securities listed for trading on a recognized stock exchange in Canada, as of the date that is 12 months before the Offering Release;
(vii) the Company reasonably believes that it will have available funds to meet its business objectives and liquidity requirements for a period of 12 months following closing of the Offering;
(viii) during the 12 months prior to the date of this Agreement, the Company has raised an aggregate of $0 using the Listed Issuer Financing Exemption and is not otherwise raising funds under the Listed Issuer Financing Exemption other than under the Offering;
(ix) the resale of the Units issued pursuant to the Listed Issuer Financing Exemption will be free from resale restrictions under Applicable Securities Laws;
(x) the Company is not, or during the 12 months immediately before the date that the Company filed the Canadian Offering Document, or any person or company which whom the Company completed a restructuring transaction was not, either of the following: an issuer whose operations have ceased or an issuer whose principal asset is or was cash, cash equivalents, or its exchange listing, including for greater certainty, a capital pool company, a special purpose acquisition company, a growth acquisition corporation or any similar person or company;
(xi) the Company is not an investment fund as defined under Applicable Securities Laws; and
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(xii) the Canadian Offering Document, together with all other documents filed under Applicable Securities Laws in a jurisdiction of Canada within the 12 months prior to the date of this Agreement, contains disclosure of all material facts relating to the Units being distributed pursuant to the Offering and does not contain a misrepresentation;
(x) all information and statements contained in the Canadian Offering Document are true and correct, in all material respects. The Canadian Offering Document, together with any document filed under Applicable Securities Laws on or after Offering Release, contains disclosure of all material facts about the securities being distributed in the Offering and does not contain a misrepresentation. The Canadian Offering Document complies with the requirements of Applicable Securities Laws;
(y) the execution and delivery of this Agreement and the Subscription Agreements and the performance of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action of the Company and this Agreement and the Subscription Agreements have been duly executed and delivered by the Company and this Agreement and each of the Subscription Agreements constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, provided that enforcement hereof and thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction and that the provisions relating to indemnity, contribution and waiver of contribution may be unenforceable (the “ Qualification ”);
(z) the execution and delivery of this Agreement and the Subscription Agreements, the fulfillment of the terms hereof and thereof by the Company and the issuance, sale and delivery of the Units, Common Shares and Warrants comprising the Units, Warrant Shares, Compensation Options and Common Shares issuable upon exercise thereof, to be issued and sold by the Company do not and will not:
(i) require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange, Securities Commission or other third party, except such as have been obtained or will be obtained under Applicable Securities Laws or stock exchange regulations prior to the Closing Time;
(ii) result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with:
- A. any of the terms, conditions or provisions of the articles, by-laws or resolutions of the shareholders, directors or any committee of directors of the Company or any Subsidiary;
- B. any indenture, agreement or instrument to which the Company or any Subsidiary is a party or by which it or they are contractually bound; or
- C. any Applicable Laws, including, without limitation, the Applicable Securities Laws, or any judgment, order, direction or decree of any
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Governmental Authority or court having jurisdiction over the Company; or

(iii) affect the rights, duties and obligations of any parties to any indenture, agreement or instrument to which the Company or any Subsidiary is a party, nor give a party the right to terminate any such indenture, agreement or instrument by virtue of the application of terms, provisions or conditions in such indenture, agreement or instrument;
(aa) the Company has the corporate power, capacity and authority to issue the Units; at the Closing Time, the Units will be duly and validly authorized, created and issued, and will not have been issued in violation of or subject to any pre-emptive or contractual rights to purchase securities issued or granted by the Company;
(bb) the Company has the corporate power, capacity and authority to issue the Common Shares; at the Closing Time, the Common Shares will be duly and validly authorized, created, issued and outstanding as fully paid and non-assessable Common Shares in the capital of the Company and will not have been issued in violation of or subject to any pre-emptive or contractual rights to purchase securities issued or granted by the Company;
(cc) the Company has the corporate power, capacity and authority to create and issue the Warrants; at the Closing Time, the Warrants will be duly and validly authorized, created, issued and will not have been issued in violation of or subject to any pre-emptive or contractual rights to purchase securities issued or granted by the Company;
(dd) the Company has the corporate power to allot and reserve, and has duly allotted and reserved, for issuance the Warrant Shares to the holders of the Warrants; and upon due exercise of the Warrants in accordance will their terms, the Warrant Shares will be validly issued as fully paid and non-assessable shares of the Company and will not have been issued in violation of or subject to any pre-emptive or contractual rights to purchase securities issued or granted by the Company;
(ee) the Company has the corporate power, capacity and authority to create and issue the Compensation Options; at the Closing Time, the Compensation Options will be duly and validly authorized, created, issued and will not have been issued in violation of or subject to any pre-emptive or contractual rights to purchase securities issued or granted by the Company;
(ff) the Company has the corporate power to allot and reserve, and has duly allotted and reserved, for issuance Common Shares of the Company to the holders of the Compensation Options; and upon due exercise of the Compensation Options in accordance will their terms, the Common Shares will be validly issued as fully paid and non-assessable shares of the Company and will not have been issued in violation of or subject to any pre-emptive or contractual rights to purchase securities issued or granted by the Company;
(gg) the only mineral properties or interest in any mineral property of the Company or any Subsidiary that are material to the Company and the Subsidiaries (taken as a whole) are the Mineral Properties. The description of the Mineral Properties and the Mining Rights of the Company and the Subsidiaries as disclosed in the Current Disclosure Record
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constitutes a complete and accurate description, in all material respects, of the Mineral Properties and all material Mining Rights held by the Company and the Subsidiaries and, where applicable, is consistent with and derived from the Technical Reports, and no other material property or assets are necessary for the conduct of the business of the Company as currently conducted or proposed to be conducted in the Current Disclosure Record, the Company does not know of any claim or the basis for any claim that might or could have a material adverse effect on the right thereof to use, transfer or otherwise explore for, develop or mine mineral deposits on the Mineral Properties as presently conducted or as contemplated in the Current Disclosure Record;

(hh) none of the Mineral Properties (or any interest therein, or right to earn an interest therein) nor any Mining Rights are subject to any right of first refusal or purchase or acquisition right;
(ii) each Technical Report complies in all material respects with the requirements of NI 43101. The Kombat Project Technical Report reasonably presents the quantity of mineral resources and mineral reserves attributable to the Kombat Project as at the date stated therein based upon information available at the time that the Kombat Project Technical Report was prepared. Since the date of preparation of each Technical Report, there has been no change of which the Company is aware that would disaffirm any aspect of any of the Technical Reports in any material respect, except that the Company is in the process of preparing a new technical report for the Kombat Project in respect of underground mining thereat;
(jj) the Company made available to the authors of each of the Technical Reports, prior to the issuance thereof, for the purpose of preparing such report, all information requested by them, which information did not contain any misrepresentation at the time such information was so provided, and the Company has no knowledge of a material adverse change in any information provided to the authors of any of the Technical Reports, except as otherwise disclosed in the Current Disclosure Record;
(kk) the Company is in compliance, in all material respects, with the provisions of NI 43-101;
(ll) to the knowledge of the Company, there is no legislation or governmental regulations proposed by a legislative body or Governmental Authority which materially and adversely affect the business, assets (including intangible assets), affairs, operations, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations of the Company or any Subsidiary;
(mm) (i) no material default exists under and no event has occurred which, after notice or lapse of time or both, or otherwise, constitutes a material default under or breach of, by the Company, any Subsidiary, or any other person, any obligation, agreement, covenant or condition contained in any material contract, indenture, trust, deed, mortgage, loan agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its properties may be bound; and (ii) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of any Common Shares or any other security of the Company has been issued or made by any Securities Commission or stock exchange or any other regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by any such authority or under any Applicable Securities Laws;
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(nn) except for the Agents as provided herein, there is no person, firm or corporation acting for the Company entitled to any brokerage or finder’s fee or other similar fee in connection with this Agreement or the Offering or any of the transactions contemplated hereunder;
(oo) the Company has filed all documents forming the Disclosure Record on a timely basis or has received a valid extension of such time of filing and has filed any such documents forming the Disclosure Record prior to the expiration of any such extension in order to be in compliance with Applicable Laws in all material respects. As of their respective dates, the documents forming the Disclosure Record complied in all material respects with the requirements of the Applicable Securities Laws, and none of the documents forming the Disclosure Record, when filed, contained any misrepresentation, which has not been corrected by the filing of a subsequent document which forms part of the Disclosure Record;
(pp) the minute books and records of each of the Company and the Subsidiaries made available to counsel for the Agents in connection with its due diligence investigation of the Company and the Subsidiaries for the periods from its date of incorporation to the date of examination thereof are all of the minute books and records of the Company and the Subsidiaries and contain copies of all material proceedings (or certified copies thereof) of the shareholders, the boards of directors and all committees of the boards of directors of the Company and the Subsidiaries to the date of review of such corporate records and minute books and there have been no other meetings, resolutions or proceedings of the shareholders, board of directors or any committees of the board of directors of the Company and the Subsidiaries to the date of review of such corporate records and minute books not reflected in such minute books and other records, other than those which are not material to the Company or any Subsidiary;
(qq) the Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged, and the Company has no reason to believe that it will not be able to renew the existing insurance coverage of the Company and the Subsidiaries as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost as would not have a Material Adverse Effect;
(rr) the Company and the Subsidiaries:
(i) and the property, assets and operations thereof, comply in all material respects with all applicable “ Environmental Laws ” (which term means and includes, without limitation, any and all Applicable Laws relating to the environment, occupational health and safety, or any “ Environmental Activity ” (which term means and includes, without limitation, any past, present or future activity, event or circumstance by or in respect of a “ Contaminant ” (which term means and includes, without limitation, any pollutants, hazardous wastes, hazardous materials, hazardous substances or contaminants or any other matter (including any of the foregoing), which is defined or described as such pursuant to any such applicable Environmental Laws), including, without limitation, the storage, use, holding, collection, purchase, accumulation, assessment, generation, manufacture, construction, processing, treatment, stabilization, disposition, handling or transportation thereof, or the release, escape, leaching, dispersal or
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migration thereof into the natural environment, including the movement through or in the air, soil, surface water or groundwater));

(ii) have not received any notice of any material claim, judicial or administrative proceeding, pending or, to the knowledge of the Company, threatened against, or which may materially adversely affect, the Company, the Subsidiaries or any of the property, assets or operations thereof, relating to, or alleging any violation of any Environmental Laws, and the Company has no knowledge of any facts which could give rise to any such claim or judicial or administrative proceeding and, to the Company’s knowledge, neither the Company nor any Subsidiary, nor any of the property, assets or operations of either of them, is the subject of any investigation, evaluation, audit or review by any Governmental Authority to determine whether any violation of any Environmental Laws has occurred or is occurring or whether any remedial action is needed in connection with a release of any Contaminant into the environment, except for compliance investigations conducted in the normal course by any Governmental Authority;
(iii) have not given or filed any notice under any federal, state, provincial, territorial or local law with respect to any Environmental Activity, except for notices filed in the ordinary course of business of the Company or a Subsidiary that do not relate to any breach, contravention or violation or potential breach, contravention or violation of any Environmental Laws; the Company and the Subsidiaries do not have any liability (whether contingent or otherwise) in connection with any Environmental Activity; and no notice has been given to the Company or any Subsidiary under any federal, state, provincial, territorial or local law or of any liability (whether contingent or otherwise) with respect to any Environmental Activity relating to or affecting either the Company or the Subsidiaries or the property, assets, business or operations of any of them, except for notices in the ordinary course of business of the Company or a Subsidiary that do not relate to any breach, contravention or violation or potential breach, contravention or violation of any Environmental Laws;
(iv) have not stored any hazardous or toxic waste or toxic substance on the property thereof and have not disposed of any hazardous or toxic waste, in each case in a manner contrary to any Environmental Laws, and, to the Company’s knowledge, there are no Contaminants on any of the premises at which the Company or the Subsidiaries carry on business, in each case other than in compliance with Environmental Laws; and
(v) except as disclosed in the notes to the Financial Statements, are not subject to any contingent or other liability relating to the restoration or rehabilitation of land, water or any other part of the environment or non-compliance with Environmental Laws;
(ss) the Company and the Subsidiaries are in compliance with all Applicable Laws respecting employment and employment practices, terms and conditions of employment, pay equity and wages, except where such non-compliance would not, individually or in the aggregate, have a Material Adverse Effect or result in an adverse material change to the Company; the Company and the Subsidiaries have not engaged in any unfair labour practice; there is no labour strike, dispute, slowdown, stoppage, complaint or grievance pending that was communicated to the Company or, to the best of the knowledge of the
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Company, threatened against the Company or a Subsidiary; to the knowledge of the Company, no union representation question exists respecting the employees of the Company or a Subsidiary; no collective bargaining agreement is in place or currently being negotiated by the Company or a Subsidiary; neither the Company nor a Subsidiary has received any notice of any unresolved matter and there are no outstanding orders under the Employment Standards Act (Ontario), the Human Rights Code (Ontario), the Occupational Health and Safety Act (Ontario) or the Workers’ Compensation Act (Ontario) or any other similar legislation in any jurisdiction in which the Company or a Subsidiary carries on business; no employee has any agreement as to the length of notice required to terminate his or her employment with the Company or a Subsidiary in excess of twelve months or equivalent compensation; and all benefit or pension plans of the Company and the Subsidiaries are funded in accordance with Applicable Laws and no past service funding liability exist thereunder;

(tt) the form and terms of the certificate representing the Warrants have been approved and adopted by the board of directors of the Company and the form and terms of the certificate representing the Warrants do not conflict with any Applicable Laws or the rules and by-laws of the TSX-V;
(uu) the form and terms of the certificate representing the Compensation Options have been approved and adopted by the board of directors of the Company and the form and terms of the certificate representing the Compensation Options do not conflict with any Applicable Laws or the rules and by-laws of the TSX-V;
(vv) TSX Trust Company, at its principal offices in Toronto, Ontario, has been duly appointed as the registrar and transfer agent for the Common Shares;
(ww) neither the Company nor the Subsidiaries or any affiliates thereof, nor any of their directors, officers, employees or agents, has made any bribe, payoff, influence payment, kickback or unlawful contribution or other payment to any official of, or candidate for, any federal, state, provincial or foreign office, or failed to disclose fully any contribution, in violation of any Applicable Law, or made any payment to any foreign, Canadian, United States, provincial, territorial or state governmental officer or official or other person charged with similar public or quasi-public duties, violated or is in violation of any provision of the Corruption of Foreign Public Officials Act (Canada), the Foreign Corrupt Practices Act of 1977 , as amended, or any similar law, regulation or statute in any applicable jurisdictions;
(xx) other than as set out in the Current Disclosure Record, since April 1, 2022, there has been no material adverse change (actual, contemplated or threatened) in the business, assets (including intangible assets), affairs, operations, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations of the Company and the Subsidiaries (taken as a whole), and the business and material property and assets of the Company and the Subsidiaries conform in all material respects to the descriptions thereof in the Current Disclosure Record and the business has been carried on in the usual and ordinary course consistent with past practice since April 1, 2022;
(yy) (i) the Company and each of the Subsidiaries possesses such permits, certificates, licences, approvals, registrations, qualifications, consents and other authorizations (collectively, “ Governmental Licences ”) issued by the appropriate Governmental Authorities necessary to conduct the business now operated or as currently proposed to
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be operated by it in all jurisdictions in which it carries on business that are material to the conduct of the business of the Company and the Subsidiaries (as such business is currently conducted), except where the failure to possess such Governmental Licenses would not be reasonably expected to have a Material Adverse Effect; (ii) the Company and each Subsidiary is in material compliance with the terms and conditions of all such Governmental Licences; (iii) all of such Governmental Licences are in good standing, valid and in full force and effect; (iv) neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation, suspension, termination or modification of any such Governmental Licences, and, to the knowledge of the Company, there are no facts or circumstances, including without limitation facts or circumstances relating to the revocation, suspension, modification or termination of any Governmental Licenses held by others, that could lead to the revocation, suspension, modification or termination of any such Governmental Licenses if the subject of an unfavourable decision, ruling or finding; (v) neither the Company nor any Subsidiary is in default with respect to filings to be effected or conditions to be fulfilled in order to maintain such Governmental Licenses in good standing, except where the failure to so maintain would be immaterial to the Company and the Material Subsidiaries (taken as a whole); (vi) none of such Governmental Licenses contains any term, provision, condition or limitation which has or would reasonably be expected to affect or restrict in any material respect the operations or the business of the Company or any Subsidiary as now carried on or proposed to be carried on; (vii) the Company is not, and to the knowledge of the Company, no party granting, any such Governmental Licenses is considering limiting, suspending, modifying, withdrawing or revoking the same in any material respect; and (viii) neither the Company nor any Subsidiary has reason to believe that any Governmental License that will be required for the exploration, development and mining of the Mineral Properties, which Governmental Licenses include, without limitation, environmental assessment certificates, water licenses, land tenures, rezoning or zoning variances and other necessary local, provincial and federal approvals, will not be approved and obtained in the ordinary course;
(zz) all forward-looking information and statements of the Company contained in the Canadian Offering Document and in the Disclosure Record, including any forecasts and estimates, expressions of opinion, intentions and expectations have been based on assumptions that are, in the opinion of the Company based on relevant information available to it at the time such assumptions were made, reasonable in the circumstances, and the Company has updated such forward-looking information and statements as required by and in compliance with Applicable Securities Laws;
(aaa) (i) the responses given by the Company and its officers at all oral due diligence sessions conducted by the Agents with respect to the Offering, as they relate to matters of fact, are true and correct in all material respects as at the time such responses have been given; and (ii) to the Company’s knowledge, where the responses reflect the opinion or view of its officers (including responses or portions of such responses which are forward-looking or otherwise relate to projections, forecasts, or estimates of future performance or results (operating, financial or otherwise)), such opinions or views were honestly held and believed to be reasonable at the time they are given;
(bbb) the Company has not withheld, any material facts relating to the Company, any of the Subsidiaries or the Offering;
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(ccc) the acquisitions of the respective businesses and/or companies disclosed in the Disclosure Record were effected in compliance with all Applicable Laws except where such noncompliance would not reasonably expected to have a Material Adverse Effect, and no payments will accrue, be owing or be payable by, the Company or any Subsidiary to any person in connection with any such acquisition except (i) as and to the extent disclosed in the Disclosure Record; or (ii) except for any such payments as would not be material to the Company and the Subsidiaries (taken as a whole);
(ddd) the Company has not completed any “significant acquisition”, “significant disposition” nor is it proposing any “probable acquisitions” (as such terms are used in NI 44-101 and NI 51-102) that would require the filing with the Securities Commissions of any additional financial statements or any pro forma financial statements pursuant to the Applicable Securities Laws; and
(eee) there has been no adverse impact on, or closure or suspension of, the exploration, development, mining and other operations or workforce productivity of the Company or the Subsidiaries as a result of the novel coronavirus disease outbreak (the “ COVID-19 Outbreak ”), except where such impact, closure or suspension would not be reasonably expected to have a Material Adverse Effect.

6. Covenants of the Company

The Company covenants and agrees with the Agents that the Company:

(a) will, during the period commencing on the date hereof until the Closing Time, promptly inform the Agents in writing of the full particulars of:
(i) the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the TSX-V or any other competent authority, relating to the Offering, the Units or the Company;
(ii) any notice or other correspondence received by the Company from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Company, the Offering, the issue and sale of the Units or any other event or state of affairs that could, individually or in the aggregate, have a Material Adverse Effect; or
(iii) the issuance by any Securities Commission, the TSX-V or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company;
(b) for a period of thirty six (36) months following the Closing Date, will use its commercially reasonable efforts to remain, and to cause each of the Material Subsidiaries to remain a corporation validly subsisting under the laws of its jurisdiction of incorporation or amalgamation, and to be duly licensed, registered or qualified as an extra-provincial or foreign corporation or entity in all jurisdictions where the character of its properties owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary and to carry on its business in the
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ordinary course and in compliance in all material respects with all Applicable Laws of each such jurisdiction, provided that the Company shall not be required to comply with this Section 6(b) following the completion of a merger, amalgamation, arrangement, business combination or take-over bid pursuant to which the Company ceases to be a “reporting issuer” pursuant to Applicable Securities Laws;

(c) will use its commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Applicable Securities Laws of each of the Offering Jurisdictions which have such a concept and will comply with all of its obligations under applicable laws for a period of thirty-six (36) months following the Closing Date, provided that the Company shall not be required to comply with this Section 6(c) following the completion of a merger, amalgamation, arrangement, business combination or take-over bid pursuant to which the Company ceases to be a “reporting issuer” pursuant to Applicable Securities Laws;
(d) will use its commercially reasonable efforts (including, without limitation, making application to the Securities Commissions of each Offering Jurisdiction for all consents, orders and approvals necessary) to maintain the listing of the Common Shares on the TSX-V or such other recognized stock exchange or quotation system as Beacon, on behalf of the Agents, may approve, acting reasonably, for a period of thirty-six (36) months following the Closing Date, provided that the Company shall not be required to comply with this Section 6(c) following the completion of a merger, amalgamation, arrangement, business combination or take-over bid pursuant to which the Company ceases to be a “reporting issuer” pursuant to Applicable Securities Laws;
(e) will use its commercially reasonable efforts to ensure that the Common Shares comprising the Units, the Warrant Shares and the Common Shares issuable upon exercise of the Compensation Options are, when issued, listed and posted for trading on the TSXV upon their date of issuance;
(f) will promptly do, make, execute, deliver or cause to be done, made, executed or delivered, all such acts, documents and things for the purpose of giving effect to this Agreement and take all such steps as may be reasonably required within its power to implement to the full extent the provisions, and to satisfy the conditions, of this Agreement;
(g) has provided to the Agents a copy of the conditional listing approval of the Common Shares comprising the Units, the Warrant Shares and the Common Shares issuable upon exercise of the Compensation Options on the TSX-V which is still in effect;
(h) during the period from the date hereof until the completion of the Offering, will forthwith notify the Agents of any breach of any covenant of this Agreement or any Ancillary Documents by any party thereto, or upon it becoming aware that any representation or warranty of the Company contained in this Agreement or any Ancillary Document is or has become untrue or inaccurate in any material respect;
(i) will not, at any time prior to the closing of the Offering, halt the trading of the Common Shares on the TSX-V without the prior written consent of Beacon except where required by Applicable Laws;
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(j) fulfil or cause to be fulfilled, at or prior to the Closing Date, each of the conditions set out in Section 7 of this Agreement;
(k) prior to the Closing Time, will make available management of the Company for meetings with investors as scheduled by Beacon at the discretion of Beacon, acting reasonably;
(l) execute and file with the Securities Commissions all forms, notices and certificates required to be filed pursuant to the Securities Laws in respect of the Offering in the time required by the Applicable Securities Laws, including, for greater certainty, all forms, notices and certificates set forth in the opinions delivered to the Agents pursuant to Section 7 of this Agreement required to be filed by the Company and to comply with all timely and continuous disclosure obligations under Applicable Securities Laws in respect of the Offering;
(m) will use the net proceeds from the Offering for the purposes described in the Canadian Offering Document; and
(n) will use its best efforts to cause all directors and officers of the Company (and their respective associates), to enter into an agreement with and in form and substance satisfactory to Beacon at the Closing Time on the Closing Date pursuant to which they will agree not to, for a period commencing on the Closing Date and ending on the date that is 120 days following the Closing Date, directly or indirectly offer, sell, contract to sell, transfer, or announce any intention to do so, any Common Shares, whether now owned directly or indirectly, or under their control or direction, or with respect to which each has beneficial ownership or enter into any transaction or arrangement that has the effect of transferring, in whole or in part, any of the economic consequences of ownership of Common Shares, whether such transaction is settled by the delivery of Common Shares, other securities, cash or otherwise, other than pursuant to a take-over bid or any other similar transaction made generally to all of the shareholders of the Company.

7. Conditions of Closing

The obligation of each Purchaser to purchase the Units at the Closing Time on the Closing Date shall be subject to the following:

(a) the Agents will receive at the Closing Time a legal opinion addressed to the Agents and their counsel dated and delivered the Closing Date from the Company’s Canadian counsel, Miller Thomson LLP, and from local counsel (only in respect of matters governed by laws of the Offering Jurisdictions where the Company’s Canadian counsel is not qualified to practice), in each case in form and substance satisfactory to the Agents and their counsel, acting reasonably, with respect to the following matters, subject to such reasonable assumptions and qualifications customary with respect to transactions of this nature as may be accepted by Agents’ counsel, acting reasonably:
(i) the Company is a “reporting issuer”, or its equivalent, in each of the Offering Jurisdictions and it is not listed as in default of any requirement of the Applicable Securities Laws in any of the Offering Jurisdictions which maintain such a list;
(ii) the Company is a corporation duly incorporated and validly existing under the Canada Business Corporations Act , and has all requisite corporate power,
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capacity and authority to carry on its business and to own, lease and operate its property and assets;

(iii) as to the authorized and issued capital of the Company;
(iv) the Units have been validly created, authorized and issued;
(v) the Common Shares comprising the Units have been validly created, authorized and issued and are outstanding as fully paid and non-assessable shares in the capital of the Company;
(vi) the Warrants have been validly created, authorized and issued;
(vii) the underlying Warrant Shares have been authorized and have been allotted and reserved for issuance to the holders of the Warrants, and upon due exercise of the Warrants in accordance with their terms, the Warrant Shares will be validly issued as fully paid and non-assessable shares of the Company;
(viii) the Compensation Options have been validly created, authorized and issued;
(ix) the Common Shares underlying the Compensation Options have been validly authorized, and upon due exercise of the Compensation Options in accordance with their terms, the Common Shares issuable upon exercise of the Compensation Options will be validly issued as fully paid and non-assessable shares of the Company;
(x) the Company has all necessary corporate power and capacity: (i) to execute and deliver this Agreement, the Warrant Indenture, and the Subscription Agreements and to perform its obligations hereunder and thereunder; (ii) to issue the Units, the Common Shares comprising the Units; (iii) to issue the Compensation Options and the Common Shares issuable upon exercise of the Compensation Options; and (iv) to issue the Warrants and the Warrant Shares upon exercise of the Warrants.
(xi) the Company has duly authorized, executed and delivered, this Agreement, the Warrant Indenture, and the Subscription Agreements and authorized the performance of its obligations hereunder and thereunder, including the offering, issue, sale and delivery of the Units, the Common Shares and Warrants comprising the Units, the Warrant Shares, the Compensation Options and the Common Shares comprising the Compensation Options and this Agreement, the Warrant Indenture and each of the Subscription Agreements constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the Qualification and such other qualifications as are customary in such circumstances;
(xii) the execution and delivery of this Agreement, the Warrant Indenture and the Subscription Agreements, the offering, issue and sale of the Units, the Common Shares and Warrants comprising the Units, the Warrant Shares, the Compensation Options and the Common Shares comprising the Compensation Options and the consummation of the transactions contemplated by this Agreement, do not conflict with or result in a breach of (whether after notice or
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lapse of time or both) or constitute a default under (i) any of the terms, conditions or provisions of the articles of incorporation or amalgamation, as applicable, the by-laws, or resolutions of the shareholders or the board of directors (or any committee thereof) of the Company, or (ii) the laws of Ontario or the federal laws of Canada;

(xiii) TSX Trust Company is the duly appointed registrar and transfer agent for the Common Shares;
(xiv) TSX Trust Company has been duly appointed as the warrant agent for the Warrants under the Warrant Indenture;
(xv) subject only to the Standard Listing Conditions, the Common Shares, have been conditionally listed or approved for listing on the TSX-V;
(xvi) that the issuance and sale by the Company of the Common Shares and Warrants comprising the Units to the Purchasers are exempt from the prospectus and registration requirements of Applicable Securities Laws and no documents are required to be filed (other than specified forms accompanied by requisite filing fees), proceedings taken or approvals, permits, consents or authorizations obtained under the Applicable Securities Laws to permit such issuance and sale; it being noted, however, that the Company is required to file or cause to be filed with the Applicable Securities Commissions, a report on Form 45-106F6, prepared and executed pursuant to NI 45-106, together with the prescribed filing fee, within 10 days following the Closing Date;
(xvii) that the issuance and sale by the Company of the Compensation Options to the Agents are exempt from the prospectus and registration requirements of Applicable Securities Laws and no documents are required to be filed (other than specified forms accompanied by requisite filing fees), proceedings taken or approvals, permits, consents or authorizations obtained under the Applicable Securities Laws to permit such issuance and sale;
(xviii) that the issuance and sale by the Company of the Warrant Shares upon exercise of the Warrants, and the Common Shares upon exercise of the Compensation Options, are exempt from the prospectus and registration requirements of Applicable Securities Laws and no documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under the Applicable Securities Laws to permit such issuance and sale; and
(xix) that the Common Shares and Warrants comprising the Units, the Warrant Shares, the Compensation Options and the Common Shares issuable upon exercise thereof, are not subject to the hold periods on first trade or resale under NI 45106.

In connection with such opinion, counsel to the Company may rely on the opinions of local counsel in the Offering Jurisdictions acceptable to counsel to the Agents, acting reasonably, as to the qualification for distribution of the Units or opinions may be given directly by local counsel of the Company with respect to those items and as to other matters governed by the laws of jurisdictions other than the province or provinces in which the Company’s Canadian counsel are qualified to practice and may rely, to the

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extent appropriate in the circumstances but only as to matters of fact, on certificates of officers of the Company and others;

(b) the Agents shall have received legal opinions from legal counsel to, and duly qualified to practice law in the jurisdiction of existence of, each Material Subsidiary other than the Material Subsidiaries in Morocco, addressed to the Agents and legal counsel to the Agents with respect to: (i) the existence of each Material Subsidiary; (ii) the issued and outstanding securities of each Material Subsidiary and the securities thereof being held by the Company or a Subsidiary; (iii) the power and capacity of each Material Subsidiary to carry on its business and activities and to own and lease its property and assets; each such opinion to be in form and substance, acceptable in all reasonable respects to the Agents and their legal counsel;
(c) if any Units are being sold in the United States or to, or for the account or benefit of, U.S. Persons pursuant to this Agreement, the Company shall have caused a favourable legal opinion to be addressed to the Agents by United States counsel to the Company, in form and substance satisfactory to the Agents, acting reasonably, dated the Closing Date, to the effect that the sale of such Common Shares and Warrants to such persons is not required to be registered under the 1933 Act, subject to the usual and customary assumptions, limitations and qualifications, it being understood that no opinion will be expressed as to the subsequent resale of any Common Shares, Warrants, Warrant Shares or Common Shares underlying the Compensation Options;
(d) the Agents shall have received at the Closing Time favourable legal opinions or title reports to be delivered by legal counsel to the Company addressed to the Agents relating to title to, and the status of all exploration and other permits, licenses and authorizations in respect of, the Mineral Properties (other than the Company’s properties in Morocco) acceptable in all reasonable respects to the Agents and their counsel, acting reasonably;
(e) the Agents shall have received a certificate dated the Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Company or any other senior officer(s) of the Company as may be acceptable to the Agents, in form and content satisfactory to the Agents’ counsel, acting reasonably, with respect to:
(i) the articles and by laws of the Company;
(ii) resolutions of the Company’s board of directors relevant to, among other things, the issue and sale of the Units to be issued and sold by the Company and the authorization of this Agreement, the Subscription Agreements and the other agreements and transactions contemplated herein; and
(iii) the incumbency and signatures of signing officers of the Company;
(f) the Agents shall have received a certificate of status or the equivalent dated within one Business Day of the Closing Date, in respect of the Company and each Material Subsidiary;
(g) the Company shall deliver to the Agents, at the Closing Time, certificates dated the Closing Date addressed to the Agents and signed by the Chief Executive Officer of the Company and the Chief Financial Officer of the Company, or such other senior officer(s)
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of the Company as may be acceptable to the Agents, certifying for and on behalf of the Company and without personal liability, to the effect that:

(i) the Company has complied in all respects with all the covenants and satisfied all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time;
(ii) the representations and warranties of the Company contained herein are true and correct as at the Closing Time with the same force and effect as if made on and as at the Closing Time after giving effect to the transactions contemplated hereby;
(iii) such other matters as the Agents may reasonably request;
(h) the Agents shall have received copies of correspondence indicating that the Company has obtained all necessary approvals for the Common Shares to be listed on the TSX-V, subject only to Standard Listing Conditions;
(i) the representations and warranties of the Company contained in this Agreement will be true at and as of the Closing Time on the Closing Date as if such representations and warranties were made at and as of such time and all agreements, covenants and conditions required by this Agreement to be performed, complied with or satisfied by the Company at or prior to the Closing Time on the Closing Date will have been performed, complied with or satisfied prior to that time;
(j) the Agents shall have received a certificate from TSX Trust Company as to the number of Common Shares issued and outstanding as at the date immediately prior to the Closing Date;
(k) the Agents shall have received lock-up agreements delivered by the officers and directors of the Company, agreeing to not (and cause its affiliates to not), for a period commencing on the date hereof and ending 120 days following the Closing Date directly or indirectly, offer, sell, contract to sell, grant any option to purchase, make any short sale, lend, swap, hypothecate, pledge, transfer, assign, otherwise dispose of or deal with, or publicly announce any intention to do any of the foregoing, whether through the facilities of a stock exchange, by private placement or otherwise, any securities of the Company owned, directly or indirectly, by the director or officer or under the control or direction of the director or officer or with respect to which the undersigned has beneficial ownership (the “ Locked-Up Securities ”), or enter into any other transaction or arrangement that has the effect of transferring, in whole or in part, any of the economic consequences of ownership of the Locked-Up Securities, without, in each case, the prior written consent of Beacon, which consent will not be unreasonably withheld or delayed;
(l) the Agents will have received such other certificates, opinions, agreements or closing documents in form and substance reasonably satisfactory to the Agents as the Agents may reasonably request;
(m) the Company shall have accepted the duly and fully completed Subscription Agreements with the Purchasers and, unless the Company reasonably believes it would be unlawful or contrary to Applicable Securities Laws to do so, have accepted each duly executed
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Subscription Agreement accompanied by the required subscription funds submitted to the Company as contemplated by the Offering; and

(n) the Company will have entered into the Warrant Indenture in a form satisfactory to the Agents, acting reasonably.

8. Closing

The closing of the purchase and sale of the Units shall be completed at the Closing Time at the offices of Miller Thomson LLP, Suite 5800, 40 King Street, Toronto Ontario M5H 3S1 or at such other place as Beacon, on behalf of the Agents, and the Company shall agree upon. At the Closing Time:

(a) the Company will deliver to Beacon, or as Beacon may direct, (i) via electronic deposit or represented by one or more physical certificates in definitive form, the Common Shares and Warrants in each case registered in the name of “CDS & Co.” or in such other name or names as Beacon may notify the Company in writing not less than 24 hours prior to the Closing Time for deposit into the electronic book based system for clearing, depository and entitlement services operated by CDS, or will be made and settled in CDS under the non-certificated inventory system, and (ii) all further documentation as may be contemplated in this Agreement or as counsel to the Agents may reasonably require; against payment by the Agents to the Company (in accordance with their respective entitlements) of the aggregate purchase price for the Units being issued and sold under this Agreement, net of the Agents’ Fee, the Corporate Finance Fee and the Agents’ expenses contemplated in Section 11 of this Agreement, by certified cheque, bank draft or wire transfer payable to or as directed by the Company not less than 48 hours prior to the Closing Time; and
(b) the Company shall make all necessary arrangements for the delivery of certificates representing the Compensation Options in such amounts and registered in such names as shall be designated by Beacon on behalf of the Agents not less than 48 hours prior to the Closing Time. The Company shall pay all fees and expenses payable to or incurred by the registrar of the Company in connection with the preparation, delivery, certification and exchange of the definitive certificates contemplated by this Section 8 and the fees and expenses payable to or incurred by the registrar of the Company in connection with such additional transfers required in the course of the distribution of the Units.

9. Indemnification by the Company

(a) The Company shall fully indemnify and save harmless each of the Agents and their respective affiliates and their respective directors, officers, employees, shareholders, partners, advisors and agents and each other person, if any, controlling any of the Agents or their affiliates (collectively, the “ Indemnified Parties ” and individually an “ Indemnified Party ”) from and against any and all liabilities, claims (including securityholder actions, derivative or otherwise), actions, losses (other than the loss of profits), costs, damages and expenses (including the aggregate amount paid in settlement of any action, suit, proceeding, investigation or claim) whether joint or several, including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims (collectively, “ Losses ”) that may be incurred in advising with respect to and/or defending any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party or in enforcing this indemnity (collectively, the
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“ Claims ” and individually, a “ Claim ”) to which any Indemnified Party may become subject or otherwise involved in any capacity insofar as the Losses and/or Claims relate to, are caused by, result from, arise out of, or are in connection with, directly or indirectly:

(i) the breach of any representation or warranty of the Company made in any Ancillary Document or the failure of the Company to comply with any of its obligations in any Ancillary Document or any omission or alleged omission to state in any Ancillary Document or the Canadian Offering Document any fact required to be stated in such document or necessary to make any statement in such document not misleading in light of the circumstances under which it was made;
(ii) any order made or any inquiry, investigation or proceeding instituted, threatened or announced by any court, securities regulatory authority, stock exchange or by any other competent authority, based upon any untrue statement, omission or misrepresentation or alleged untrue statement, omission or misrepresentation (except a statement, omission or misrepresentation relating solely to the Agents or any of them and furnished in writing by the Agents to the Company for use therein) contained in any document or material filed or delivered on behalf of the Company pursuant to this Agreement, the Canadian Offering Document or any Disclosure Document, preventing or restricting the trading in or the sale or distribution of the Units or any other securities of the Company;
(iii) the non-compliance by the Company with any Applicable Securities Laws or other regulatory requirements or the rules of the TSX-V including the Company’s non-compliance with any statutory requirement to make any document available for inspection;
(iv) any statement contained in the Disclosure Record which at the time and in the light of the circumstances under which it was made, contained or is alleged to have contained a misrepresentation or untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make any statement therein not misleading in light of the circumstances in which they were made;
(v) the omission or alleged omission to state in this Agreement any fact required to be stated herein or necessary to make any statement herein not misleading in light of the circumstances under which it was made;
(vi) any misrepresentation or alleged misrepresentation by or on behalf of the Company (excluding the Agents and Selling Firms) relating to the Offering, this Agreement or the Canadian Offering Document whether oral or written and whether made during and in connection with the Offering, where such misrepresentation may give or gives rise to any other liability under any statute in any jurisdiction which is in force on the date of this Agreement;
(vii) any failure or alleged failure to make timely disclosure of a material change by the Company, where such failure or alleged failure occurs during the Offering or during the period of distribution of the Units or where such failure relates to the
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Offering or the Units and may give or gives rise to any liability under any statute in any jurisdiction which is in force on the date of this Agreement;

(viii) any breach of any representation or warranty of the Company contained herein or the failure of the Company to comply with any of its covenants or other obligations contained herein or to satisfy any conditions contained herein required to be satisfied by the Company; or
(ix) any sales of Units to investors on the President’s List.
(b) Notwithstanding Section 9(a), the Indemnified Parties will not be indemnified to the extent that a court of competent jurisdiction in a final judgment that has become nonappealable determines that:
(i) the Indemnified Parties have been grossly negligent or dishonest or have committed any fraudulent act or wilful misconduct in the course of such performance; and
(ii) the Losses as to which indemnification is claimed, were determined by a court of competent jurisdiction in final and non-appealable judgment to have been directly caused by the circumstances referred to in Section 9(b)(i).
(c) The Company agrees that in case any legal proceeding shall be brought against the Company and/or the Agents by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or if any such commission or authority shall investigate the Company and/or the Indemnified Parties and any Indemnified Parties shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Company by the Agents, the Indemnified Parties shall have the right to employ their own counsel in connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Agents for time spent by the Indemnified Parties in connection therewith) and out-ofpocket expenses incurred by Indemnified Parties in connection therewith shall be paid by the Company as they occur, provided that: (i) the employment of such counsel has been authorised in writing by the Company; (ii) the Company has not assumed the defence of the action within a reasonable period of time, and in any event within 10 days, after receiving notice of the Claim; (iii) the named parties to any such Claim included the Company, and the Agents and/or the Indemnified Parties shall have been advised by their counsel that there may be a conflict of interest between them and the Company; or (iv) there are one or more defences available to the Agents and/or the Indemnified Parties which are different from or in addition to those available to the Company, as the case may be.
(d) If any Claim contemplated by this Section 9 shall be asserted against any of the Indemnified Parties, or after receipt of notice of the commencement of any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Company, the Agents must promptly notify the Company in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Company subject to maintaining solicitor-client privilege, will keep the Company advised of the progress thereof and will
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discuss with the Company all significant actions proposed. The omission to so notify the Company shall not relieve the Company of any liability which the Company may have to the Indemnified Parties except only to the extent that any such delay in giving or failure to give notice as herein required materially prejudices the defence of such action, suit, proceeding, claim or investigation or results in any material increase in the liability which the Company would otherwise have under this indemnity had the Agents not so delayed in giving or failed to give the notice required hereunder.

(e) The Company shall, subject as hereinafter provided, be entitled (but not required) to assume the defence on behalf of the Indemnified Parties of any such Claim; provided that the defence shall be through legal counsel selected by the Company and acceptable to the Agents, acting reasonably. Upon the Company notifying the Agents in writing of its election to assume the defence and retaining counsel, the Company shall not be liable to the Agents for any legal expenses subsequently incurred by them in connection with such defence, except as provided for in Section 9(c).
(f) The Company will not, without each affected Indemnified Party’s prior written consent, such consent not to be unreasonably withheld, admit any liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, suit, proceeding, investigation or claim in respect of which indemnification may be sought hereunder unless in connection with any settlement, compromise or consent by the Company, such settlement, compromise or consent (i) includes an unconditional release of each Indemnified Party from any liabilities arising out of such action, suit, proceeding, investigation or claim (if an Indemnified Party is a party to such action) and (ii) does not include a statement as to, or an admission of fault, culpability or a failure to act by or on behalf of an Indemnified Party.
(g) The Company hereby acknowledges and agrees that, with respect to Sections 9 and 10 hereof, the Agents are contracting on their own behalf and as agents for their affiliates, and its and their respective directors, officers, employees, partners, shareholders, advisors, agents and each other person, if any, controlling any of the Agents or their affiliates (collectively, the “ Beneficiaries ”). In this regard, each of the Agents shall act as trustee for the Beneficiaries of the covenants of the Company under Sections 9 and 10 hereof with respect to the Beneficiaries and accepts these trusts and shall hold and enforce such covenants on behalf of the Beneficiaries.
(h) The rights to indemnification provided in this Section 9 shall be in addition to and not in derogation of any other rights which the Agents may have by statute or otherwise at law and shall extend to the Indemnified Parties and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Company. The Agents, and the Indemnified Parties.

10. Contribution

(a) In order to provide for just and equitable contribution in circumstances in which the indemnity provided in Section 9 hereof would otherwise be available in accordance with its terms but is, for any reason held to be illegal, unavailable to or unenforceable by the Indemnified Parties or enforceable otherwise than in accordance with its terms, the Company and the Agents shall contribute to the aggregate of all Losses of the nature contemplated in Section 9 hereof and suffered or incurred by the Indemnified Parties (i) in such proportion as is appropriate to reflect not only the relative benefits received by
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the Company, on the one hand, and the Agents on the other hand, from the distribution of the Units, or (ii) if the allocation provided by (i) is not permitted by Applicable Law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company, on the one hand, and the Agents, on the other hand, in respect of such Losses; provided that the Company shall in any event contribute to the amount paid or payable by the Indemnified Parties as a result of such Claim any excess of such amount over the amount actually received by the Agents or any other Indemnified Party under this Agreement and further provided that the Agents shall not in any event be liable to contribute, in the aggregate, any amount in excess of such total Agents’ Fee or any portion thereof actually received by the Agents. However, no party who has engaged in any fraud, dishonesty, gross negligence, or wilful misconduct shall be entitled to claim contribution from any person who has not engaged in such fraud, dishonesty, gross negligence, or wilful misconduct.

(b) The relative benefits received by the Company, on the one hand, and the Agents, on the other hand, shall be deemed to be in the same ratio as the total proceeds from the Offering of the Units (net of the Agents’ Fee payable to the Agents but before deducting expenses) received by the Company is to the Agents’ Fee and Corporate Finance Fee actually received by the Agents. The relative fault of the Company, on the one hand, and of the Agents, on the other hand, shall be determined by reference to, among other things, whether the matters or things referred to in Section 9 which resulted in such Claims and/or Losses relate to information supplied by or steps or actions taken or done or not taken or not done by or on behalf of the Company or to information supplied by or steps or actions taken or done or not taken or not done by or on behalf of the Agents and the relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission or misrepresentation, or other matter or thing referred to in Section 9. The amount paid or payable by an Indemnified Party as a result of the Claims and/or Losses referred to above shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such Claims and/or Losses, whether or not resulting in an action, suit, proceeding or claim. The parties to this Agreement agree that it would not be just and equitable if contribution pursuant to this Section 10 were determined by any method of allocation which does not take into account the equitable considerations referred to in this Section 10.
(c) The rights to contribution provided in this Section 10 shall be in addition to and not in derogation of any other right to contribution which the Indemnified Parties may have by statute or otherwise at law, provided that, if the Company may be held to be entitled to contribution from the Agents under the provisions of any statute or at law, the Company shall be limited to contribution in an aggregate amount not exceeding the lesser of:
(i) the portion of the full amount of the Losses giving rise to such contribution for which the Agents are responsible, as determined in Section 9(a); and
(ii) the amount of the aggregate Agents’ Fee and Corporate Finance Fee actually received by the Agents from the Company under this Agreement.
(d) If an Indemnified Party has reason to believe that a claim for contribution may arise, the Indemnified Party shall give the Company notice thereof in writing, but failure to so notify shall not relieve the Company of any obligation which it may have to the Indemnified Party under this Section 10 provided that the Company is not materially and
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adversely prejudiced by such failure, and the right of the Company to assume the defence of such Indemnified Party shall apply as set out in Section 9 hereof, mutatis mutandis .

11. Fees and Expenses

Whether or not the purchase and sale of the Units shall be completed, all fees and expenses (including GST or HST, if applicable) of or incidental to the creation, issuance and delivery of the Units and of or incidental to all matters in connection with the transactions herein set out shall be borne by the Company including, without limitation:
(a) all expenses of or incidental to the creation, issue, sale or distribution of the Units;
(b) the fees and expenses of counsel to the Company and all local counsel (including GST or HST, if and as applicable, on all of the foregoing);
(c) all costs incurred in connection with the preparation of documentation relating to the Offering; and
(d) the reasonable out-of-pocket expenses and fees of the Agents, including the reasonable fees and disbursements of the Agents’ counsel ([REDCATED]), with such expenses to be paid by the Company at the Closing Time or at any other time requested by the Agents, provided that all fees and expenses incurred by the Agents, or on its behalf, pursuant to the Offering shall be payable by the Company immediately upon receiving an invoice therefor from the Agents and shall be payable whether or not the Offering is completed.

12. All Terms to be Conditions

The Company agrees that the conditions contained in Section 7 will be complied with insofar as

the same relate to acts to be performed or caused to be performed by the Company and that it will use its commercially reasonable efforts to cause all such conditions to be complied with. Any breach or failure to comply with or satisfy any of the conditions set out in Section 7 shall entitle the Agents to terminate their obligations under this Agreement, by written notice to that effect given to the Company at or prior to the Closing Time. It is understood that the Agents may waive, in whole or in part, or extend the time for compliance any of such terms and conditions without prejudice to the rights of the Agents in respect of any such terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on the Agents any such waiver or extension must be in writing.

13. Termination by Agents in Certain Events

(a) Each Agent shall be entitled to terminate its obligations hereunder by written notice to that effect given to the Company at or prior to the Closing Time if:
(i) there shall be any material change in the affairs of the Company and/or its Subsidiaries, or there should be discovered any previously undisclosed material fact or information or circumstance or there should occur a change in any material fact relating to the Company and/or its Subsidiaries, including from that information disseminated by the Company through its periodic and timely disclosure documents publicly filed on the SEDAR, which in any case, in the
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reasonable opinion of the Agents (or any of them), has or would be expected to have a material adverse effect on the market price or value of the Common Shares or any other securities of the Company;

(ii) (A) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened or any order made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including, without limitation, the TSX-V or any securities regulatory authority (except for any inquiry, action, suit, proceeding, investigation or order based upon activities of the Agents and not upon activities of the Company) or any law or regulation is enacted or changed which in the sole opinion of any Agent, acting reasonably, could operate to prevent or materially restrict the trading of the Common Shares or any other securities of the Company or materially and adversely affects or might be expected to materially and adversely affect the market price or value of the Common Shares or any other securities of the Company or that could be reasonably expected to have a Material Adverse Effect; or (B) if there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence or any law or regulation which in the sole opinion of the Agents seriously adversely affects, or involves, or will seriously adversely affect, or involve, the financial markets or the business, operations or affairs of the Company and the Subsidiaries taken as a whole;
(iii) if there should develop, occur or come into effect or existence any event, action, state, accident, condition, terrorist event, epidemic or pandemic (including any material escalation in the severity of the COVID-19 pandemic), natural disaster, public protest or major financial, political or economic occurrence of national or international consequence or any law or regulation which in the sole opinion of the Agents seriously adversely affects, or will, or could reasonably be expected to, seriously adversely affect, the financial markets or the business, operations or affairs of the Company and its material subsidiaries, on a consolidated basis;
(iv) the Agents (or any one of them) determine, acting reasonably, that the state of the financial markets, whether national or international, is such that the Units cannot be profitably marketed or it would be impractical to offer or to continue to offer the Units for sale;
(v) the Company is in breach of or any Applicable Laws (including Applicable Securities Laws relating to timely disclosure of material information) or any term, condition or covenant contained in this Agreement, or any condition (other than a condition that the Agents are solely responsible for) herein is not satisfied, or any representation or warranty given by the Company in this Agreement becomes or is false;
(vi) the Agents, or any one of them, determine that the Company is in breach of a term, condition or covenant, or representation or warranty of this Agreement;
(vii) a cease trading order is made or threatened respecting the Common Shares or any other securities of the Company by any Securities Commission or other competent authority; or
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(viii) any Agent and the Company agree in writing to terminate this Agreement in relation to such Agent.
(b) If this Agreement is terminated by any of the Agents pursuant to Section 13(a), there shall be no further liability on the part of such Agent, or on the part of the Company to such Agent except in respect of any liability which may have arisen or may thereafter arise under Sections 9, 10 and 11.
(c) The right of the Agents or any of them to terminate their respective obligations under this Agreement is in addition to such other remedies as they may have in respect of any default, act or failure to act of the Company in respect of any of the matters contemplated by this Agreement. A notice of termination given by one Agent under this Section 12 shall not be binding upon the other Agents.

14. Notices

Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered to,

in the case of the Company, to:

Trigon Metals Inc. 130 Queens Quay East, Suite 1224 Toronto, Ontario M5A 0P6

Email: [REDACTED] Attention: Jed Richardson, President, Chief Executive Officer and Director

with a copy of any such notice (which shall not constitute notice to the Company) to:

Miller Thomson LLP 40 King Street West, Unit 5800 Toronto, Ontario M5H 3S1

Email: [email protected] Attention: Mack Hosseinian, Partner

in the case of the Agents, to:

Beacon Securities Limited [REDACTED]

Email: [REDACTED] Attention: Daniel Belchers, Managing Director, Investment Banking

Echelon Wealth Partners Inc. [REDACTED]

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Email: [REDACTED] Attention: Jason Yeung, Managing Director

and with a copy of any such notice (which shall not constitute notice to the Agents) to:

Fasken Martineau DuMoulin LLP Suite 2400 - 333 Bay Street Box 20 Bay Adelaide Centre Toronto, Ontario M5H 2T6

Email: [email protected] Attention: John M. Sabetti

The Company and the Agents may change their respective addresses for notice by notice given in the manner aforesaid. Any such notice or other communication shall be in writing, and unless delivered personally to the addressee or to a responsible officer of the addressee, as applicable, shall be given by email and shall be deemed to have been given when: (i) in the case of a notice delivered personally to a responsible officer of the addressee, when so delivered; and (ii) in the case of a notice delivered or given by email on the first Business Day following the day on which it is sent.

15. Miscellaneous

(a) The obligations of the Agents set out herein are several, and not joint nor joint and several. An Agent will not be liable hereunder with respect to any act, omission or conduct of any other Agent under this Agreement. Except with respect to Sections 9, 10, 12 and 13, all transactions and notices on behalf of the Agents hereunder or contemplated hereby may be carried out or given on behalf of the Agents by Beacon and Beacon shall in good faith discuss with the other Agents the nature of any such transactions and notices prior to giving effect thereto or the delivery thereof, as the case may be.
(b) This Agreement shall enure to the benefit of, and shall be binding upon, the Agents and the Company and their respective successors and legal representatives, provided that no party may assign this Agreement or any rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other party.
(c) This Agreement, including all schedules to this Agreement, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties with respect to such subject matter. This Agreement may only be amended, supplemented, or otherwise modified by written agreement signed by all of the parties.
(d) The Company acknowledges and agrees that: (i) the purchase and sale of the Units pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Agents, on the other; (ii) in connection therewith and with the process leading to such transaction each Agent is acting solely as a principal and not the agent or fiduciary of the Company; (iii) no Agent has assumed an advisory or fiduciary responsibility in favour of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Agent has advised or is concurrently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement;
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and (iv) the Company has consulted its own legal and financial advisors to the extent they deemed appropriate. The Company agrees that it will not claim that the Agents, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company in connection with such transaction or the process leading thereto.

(e) The Company acknowledges and agrees that all written and oral opinions, advice, analyses and materials provided by the Agents in connection with this Agreement are intended solely for the Company’s benefit and the Company’s internal use only with respect to the Offering and the Company agrees that no such opinion, advice, analysis or material will be used for any other purpose whatsoever or reproduced, disseminated, quoted from or referred to in whole or in part at any time, in any manner or for any purpose, without the Agents’ prior written consent in each specific instance. Any advice or opinions given by the Agents hereunder will be made subject to, and will be based upon, such assumptions, limitations, qualifications, and reservations as such Agents, in its/their sole judgment, deems necessary or prudent in the circumstances. The Agents expressly disclaim any liability or responsibility by reason of any unauthorized use, publication, distribution of or reference to any oral or written opinions or advice or materials provided by the Agents or any unauthorized reference to either of the Agents or this engagement.
(f) The Company acknowledges that Beacon is a full service securities firms engaged in securities trading and brokerage activities as well as providing investment banking and financial advisory services and that in the ordinary course of its trading and brokerage activities, Beacon and/or any of their affiliates at any time may hold long or short positions, and may trade or otherwise effect transactions, for their own account or the accounts of customers, in debt or equity securities of the Company or any other company that may be involved in a transaction or related derivative securities.
(g) Neither the Company nor the Agents shall make any public announcement in connection with the Offering, except if the other party has consented to such announcement or the announcement is required by applicable laws or stock exchange rules. In such event, the party proposing to make the announcement will provide the other party with a reasonable opportunity, in the circumstances, to review a draft of the proposed announcement and to provide comments thereon.
(h) No waiver of any provision of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the party to be bound by the waiver. A party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a party from any other or further exercise of that right or the exercise of any other right it may have.
(i) If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction from which no appeal exists or is taken, that provision will be severed from this Agreement and the remaining provisions will remain in full force and effect.
(j) This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and the parties submit to the non-exclusive jurisdiction of the courts of the Province of Ontario.
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(k) Time shall be of the essence hereof and, following any waiver or indulgence by any party, time shall again be of the essence hereof.
(l) The words, “hereunder”, “hereof” and similar phrases mean and refer to the Agreement formed as a result of the appointment by the Company of the Agents to offer for sale the Units.
(m) All representations and warranties of the Company herein contained or contained in any Ancillary Document, shall survive the purchase and sale of the Units, and shall continue in full force and effect for the benefit of the Agents for a period of two years following the Closing Date, and Purchasers and shall not be limited or prejudiced by any investigation made by or on behalf of the Agents in connection with the purchase and sale of the Units. All covenants and agreements of the Company herein contained or contained in any Ancillary Document, which by their express terms or by their nature extend beyond the Closing, shall survive the purchase and sale of Units in accordance with their terms. Without limitation of the foregoing sentence, the provisions contained in this Agreement in any way related to the indemnification or the contribution obligations shall survive and continue in full force and effect, indefinitely, subject only to the limitation requirements of Applicable Law.
(n) Each of the parties hereto shall be entitled to rely on delivery of a facsimile or portable document format copy of this Agreement and acceptance by each such party of any such facsimile or portable document format copy shall be legally effective to create a valid and binding agreement between the parties hereto in accordance with the terms hereof.
(o) This Agreement may be executed in counterparts, each of which shall be deemed to be an original and both of which together shall constitute one and the same instrument. To evidence its execution of an original counterpart of this Agreement, a party may send a copy of its original signature on the execution page hereof to the other party by email or other electronic transmission and such transmission shall constitute delivery of an executed copy of this Agreement to the receiving party as of the date of receipt thereof by the receiving party.

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If this letter accurately reflects the terms of the transactions which we are to enter into and are agreed to by you, please communicate your acceptance by executing the enclosed copies of this letter where indicated and returning them to us.

Yours very truly,

BEACON SECURITIES LIMITED

[Daniel Belchers] By: Name: Daniel Belchers Title: Managing Director, Investment Banking

ECHELON WEALTH PARTNERS INC.

[Jason Yeung] By: Name: Jason Yeung Title: Managing Director

Accepted and agreed to by the undersigned as of the date of this letter first written above.

[Jed Richardson] By: Name: Jed Richardson Title: President, Chief Executive Officer and Director

[Signature Page to the Agency Agreement]

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Trigon Metals Inc. Capital/Financing Update 2023

44704_rns_2023-07-12_2a59e4e5-16e8-4f44-a33b-3220186dd4c0.PDF