Trigon Metals Inc.

ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT is dated as of February 14, 2024.

BETWEEN :

TRIGON METALS INC. , a corporation existing under the Canada Business Corporations Act (“ CBCA ”)

(“ Trigon ”)

AND :

SAFI SILVER CORP. , a corporation existing under the Business Corporations Act (Ontario)

(“ Spinco ”)

WHEREAS :

A. Spinco is a wholly-owned subsidiary of Trigon;
B. Trigon and Spinco wish to proceed with a corporate restructuring by way of a statutory plan of arrangement under the CBCA, pursuant to which Trigon and Spinco will participate in a series of transactions whereby, among other things:
i. Trigon will distribute Spinco Common Shares (as defined below) held by Trigon to the Trigon Shareholders (as defined below) such that the holders of Trigon Shares (as defined below) (other than Dissenting Shareholders (as defined below)) will become holders of Spinco Common Shares; and
ii. Spinco will cease to be a wholly-owned subsidiary of Trigon;
C. Trigon proposes to convene a meeting of the Trigon Shareholders to consider the Arrangement (as defined below) pursuant to Section 192 of the CBCA, on the terms and conditions set forth in the Plan of Arrangement (as defined below); and
D. each of the parties has agreed to participate in and support the Arrangement.

NOW THEREFORE in consideration of the premises and the respective covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties, the parties hereby covenant and agree as follows:

ARTICLE 1

DEFINITIONS, INTERPRETATION AND EXHIBIT

1.1 Definitions . In this Agreement, including the above Recitals, the following capitalized words and terms shall have the following meanings:

(a) “ Agreement ” means this arrangement agreement (including the exhibits and schedules attached hereto), as the same may be supplemented, modified or amended from time to time;
(b) “ Arrangement ” means the arrangement pursuant to the Arrangement Provisions as contemplated by the provisions of this Agreement and the Plan of Arrangement;
(c) “ Arrangement Provisions ” means Section 192 of the CBCA;
(d) “ Arrangement Resolution ” means the special resolution of the Trigon Shareholders to approve the Arrangement, as required by the Interim Order, in substantially the form as set out in Schedule “A” attached to the Plan of Arrangement;

(e) “ Articles of Arrangement ” means the articles of arrangement of Trigon in respect of the Arrangement, required by the CBCA to be sent to the CBCA Director after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in a form and with content satisfactory to Trigon and Spinco;
(f) “ Business Day ” means a day which is not a Saturday, Sunday or statutory holiday in the City of Toronto, Ontario;
(g) “ CBCA ” means the Canada Business Corporations Act , R.S.C., 1985, c. C-44, as amended;
(h) “ CBCA Director ” means the Director appointed pursuant to Section 260 of the CBCA;
(i) “ Concurrent Financing ” means the issuance by Spinco of subscription receipts for minimum gross proceeds of $2,000,000 and maximum gross proceeds of $5,000,000;
(j) “ Constating Documents ” means, in respect of Trigon and Spinco, their articles of incorporation, amalgamation, or continuation, as applicable, and by-laws, together with all amendments thereto;
(k) “ Court ” means the Ontario Superior Court of Justice (Commercial List);
(l) “ Dissent Procedures ” means the rules pertaining to the exercise of Dissent Rights as set forth in Section 190 of the CBCA, as modified by the Plan of Arrangement, the Interim Order and the Final Order;
(m) “ Dissent Rights ” means the right of a registered Trigon Shareholder as at the Record Date to dissent from the Arrangement Resolution pursuant to, and in the manner set forth in, Section 190 of the CBCA, as the same may be modified by the Interim Order and the Final Order and to be paid the fair value of the Trigon Shares in respect of which the holder has validly exercised dissent rights;
(n) “ Dissenting Shareholder ” means a registered Trigon Shareholder who has validly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights in respect of the Arrangement Resolution in strict compliance with the Dissent Procedures and whose Dissent Rights remain valid immediately prior to the Effective Time, but only in respect of the Trigon Shares in respect of which Dissent Rights are validly exercised by such registered Trigon Shareholder;
(o) “ Effective Date ” means the date of certification of the Articles of Arrangement by the CBCA Director in accordance with Section 192(8) of the CBCA;
(p) “ Effective Time ” means 12:01 a.m. (Toronto time) on the Effective Date or such other time on the Effective Date as agreed to in writing by Trigon and Spinco;
(q) “ Final Order ” means the final order of the Court, after being informed of the intention to rely upon the exemption from registration under Section 3(a)(10) of the U.S. Securities Act with respect to the New Trigon Shares and Spinco Common Shares issued pursuant to the Arrangement, approving the Arrangement, as such order may be amended by the Court at any time prior to the Effective Date;
(r) “ IFRS ” means International Financial Reporting Standards as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee;
(s) “ Information Circular ” means the management information circular of Trigon, including all appendices and schedules attached thereto, to be sent to the Trigon Shareholders in connection with the Trigon Meeting, together with any amendments or supplements thereto;
(t) “ Interim Order ” means the interim order of the Court, after being informed of the intention to rely upon the exemption from registration under Section 3(a)(10) of the U.S. Securities Act with respect to the New Trigon Shares and Spinco Common Shares issued pursuant to the Arrangement, containing declarations and directions in connection with the Arrangement and the holding of the Trigon Meeting, as such order may be affirmed,

amended or modified by any court of competent jurisdiction;

(u) “ New Trigon Shares ” has the meaning set out in Section 3.1(c) of the Plan of Arrangement;
(v) “ Notice of Meeting ” means the notice of special meeting of the Trigon Shareholders in respect of the Trigon Meeting;
(w) “ party ” means either Trigon or Spinco and “ parties ” means, collectively, Trigon and Spinco;
(x) “ person ” means and includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, a trustee, executor, administrator or other legal representative and the Crown or any agency or instrumentality thereof;
(y) “ Plan of Arrangement ” means the plan of arrangement substantially in the form attached to this Agreement as Exhibit “A”, as the same may be amended or supplemented from time to time;
(z) “ Pre-Arrangement Steps ” has the meaning ascribed thereto in Section 4.6;
(aa) “ Record Date ” means the record date with respect to voting at the Trigon Meeting;
(bb) “ Section 3(a)(10) Exemption ” means the exemption from the registration requirements of the U.S. Securities Act set forth in section 3(a)(10) of the U.S. Securities Act;
(cc) “ Shares for Debt Transaction ” means the issuance of Spinco Common Shares by Spinco in full satisfaction of debts owed by Spinco to REDACTED and REDACTED in connection with the purchase of the Silver Hill Project;
(dd) “ Silver Hill Project ” means the Silver Hill Copper and Silver Project, Morocco;
(ee) “ Spinco ” means Safi Silver Corp.;
(ff) “ Spinco Class A Share Split ” means the subdivision by Spinco of the Spinco Class A Shares into such number of Spinco Class A Shares as required to effect the Arrangement;
(gg) “ Spinco Class A Shares ” means Class A common shares in the capital of Spinco;
(hh) “ Spinco Common Shares ” means common shares in the capital of Spinco;
(ii) “ Tax Act ” means the Income Tax Act (Canada), R.S.C. 1985 (5th Supp.) c.1, as amended;
(jj) “ Trigon ” means Trigon Metals Inc., a corporation existing under the CBCA;
(kk) “ Trigon Board ” means the board of directors of Trigon;
(ll) “ Trigon Meeting ” means the special meeting of the Trigon Shareholders and any adjournments thereof to be held to, among other things, consider and, if deemed advisable, pass the Arrangement Resolution and such further or other business as may properly come before the Trigon Meeting;
(mm) “ Trigon Options ” means the stock options to acquire Trigon Shares that are outstanding immediately prior to the Effective Time;
(nn) “ Trigon Securities ” means the Trigon Shares, the Trigon Options, and the Trigon Warrants;
(oo)
“ Trigon Shareholder ” means a holder of Trigon Shares;
(pp) “ Trigon Shares ” means the common shares in the capital of Trigon as the same are constituted immediately before the Effective Time;
(qq) “ Trigon Warrants ” means the share purchase warrants of Trigon exercisable to acquire Trigon Shares that are outstanding immediately prior to the Effective Time;
(rr) “ U.S. Investment Company Act ” means the United States Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder;

(ss) “ U.S. Exchange Act ” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; and
(tt) “ U.S. Securities Act ” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated from time to time thereunder.

1.2 Currency . All amounts of money which are referred to in this Agreement are expressed in lawful money of Canada.

1.3 Interpretation Not Affected by Headings . The division of this Agreement into articles, sections and subsections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of the provisions of this Agreement. The terms “ this Agreement ”, “ hereof “ herein ”, “ hereunder ” and similar expressions refer to this Agreement and the exhibits and schedules attached hereto as a whole and not to any particular article, section or subsection hereof and include any agreement or instrument supplementary or ancillary hereto.

1.4 Sections . References herein to Articles, Sections, Subsections and Schedules are to articles, sections and subsections of and schedules to this Agreement.

1.5 Number and Gender. In this Agreement, unless the context otherwise requires, words importing the singular will include the plural and vice versa and words importing the use of either gender will include both genders and neuter and words importing persons will include firms and corporations.

1.6 Date for any Action. In the event that any date on which any action is required to be taken hereunder by Trigon or Spinco is not a Business Day in the place where the action is required to be taken, such action will be required to be taken on the next succeeding day which is a Business Day in such place.

1.7 Meaning. Words and phrases used herein and defined in the CBCA will have the same meaning herein as in the CBCA unless the context otherwise requires.

1.8 Accounting Matters . Unless otherwise stated, all accounting terms used in this Agreement will have the meanings attributable thereto under IFRS, as applicable and all determinations of an accounting nature that are required to be made will be made in a manner consistent with IFRS.

1.9 Reference to Legislation . References in this Agreement to any statute or sections thereof will include such statute as amended or substituted and any regulations promulgated thereunder from time to time in effect.

1.10 Reference to Agreements and Instruments. References in this Agreement to any other agreement, instrument or other document will include such agreement, instrument or other document as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.

1.11 Enforceability . All representations, warranties, covenants and opinions in or contemplated by this Agreement as to the enforceability of any covenant, agreement or document are subject to enforceability being limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally, and the discretionary nature of certain remedies (including specific performance and injunctive relief and general principles of equity).

1.12 Exhibits. Attached hereto and deemed to be incorporated into and form an integral part of this Agreement as Exhibit “A” is the Plan of Arrangement. ARTICLE 2 ARRANGEMENT

2.1 Arrangement . The parties agree to effect the Arrangement pursuant to the Arrangement Provisions on the terms and subject to the conditions contained in this Agreement and the Plan of Arrangement.

2.2 Effective Date of Arrangement . The Arrangement will become effective on the Effective Date as set out in the Plan of Arrangement.

2.3 Commitment to Effect . Subject to termination of this Agreement pursuant to Article 6 hereof, the parties will each use all commercially reasonable efforts and do all things reasonably required to cause the Plan of Arrangement to become effective by no later than March 31, 2024, or by such other later date as

Trigon and Spinco may determine, and in conjunction therewith to cause the conditions described in Section 5.1 to be complied with prior to the Effective Date. Without limiting the generality of the foregoing, the parties will proceed forthwith to apply for the Interim Order and Trigon will call the Trigon Meeting and mail the Information Circular to the Trigon Shareholders.

2.4 Interim Order . Subject to the approval by and/or order of the Court, the Interim Order will provide that:
(a) the securities of Trigon for which holders will be entitled to vote on the Arrangement Resolution will be the Trigon Shares;
(b) the Trigon Shareholders will be entitled to vote on the Arrangement Resolution, with each shareholder being entitled to one vote for each Trigon Share held by such holder as of the Record Date; and
(c) the requisite majority for the approval of the Arrangement Resolution will be two-thirds (⅔) of the votes cast by the Trigon Shareholders entitled to vote on the Arrangement Resolution and present in person or by proxy at the Trigon Meeting.

2.5 Filing of Final Order . Subject to the rights of termination contained in Article 6 hereof, upon the Trigon Shareholders approving the Arrangement Resolution in accordance with the provisions of the Interim Order and the CBCA, Trigon obtaining the Final Order (including the Court’s approval of the fairness of the Arrangement) and the other conditions contained in Article 5 hereof being complied with or waived, Trigon on its behalf and on behalf of Spinco will, if required, file with the CBCA Director: (a) the Articles of Arrangement; (b) a copy of the Final Order; and (c) such other documents, records, and information as may be required by the CBCA Director pursuant to the Arrangement Provisions to give effect to the Arrangement in accordance with this Agreement.

2.6 U.S. Securities Law Matters . The parties agree that the Arrangement will be carried out with the intention that all securities to be issued and exchanged pursuant to the Arrangement will be issued and exchanged in reliance on the Section 3(a)(10) Exemption. In order to ensure the availability of the Section 3(a)(10) Exemption, the parties agree that the Arrangement will be carried out on the following basis:

(a) the Arrangement will be subject to the approval of the Court and the Court will hold a hearing approving the fairness of the terms and conditions of the Arrangement and each Trigon Shareholder shall have the right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right;
(b) prior to the hearing required to approve the Arrangement, the Court will be advised by the parties as to the intention of the parties to rely on the Section 3(a)(10) Exemption based on the Court’s approval of the Arrangement with respect to the securities to be issued in exchange for the Trigon Shares;
(c) the Court will be required to have sufficient information before it to determine the value of the securities to be surrendered and the securities to be issued in the Arrangement in order to satisfy itself as to the substantive and procedural fairness of the terms and conditions of the Arrangement to the Trigon Shareholders by finding, after holding the hearing, that the terms and conditions of the Arrangement are fair (both procedurally and substantively) to those to whom securities will be issued in exchange for the Trigon Shares;
(d) Trigon will ensure that each Trigon Shareholder will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right;
(e) each Trigon Shareholder that is a resident of the United States or a “U.S. person” within the meaning of Regulation S under the U.S. Securities Act will be advised that securities issued in exchange for the Trigon Shares pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued in a transaction exempt from the registration requirements under the U.S. Securities Act in reliance on the Section 3(a)(10) Exemption;
(f) the Final Order approving the Arrangement that is obtained from the Court will expressly

state that the terms and conditions of the Arrangement are approved by the Court as being fair, substantively and procedurally, to those to whom securities will be issued in exchange for the Trigon Shares;

(g) the Interim Order approving the Trigon Meeting will specify that each Trigon Shareholder will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as such Trigon Shareholder files a notice of appearance within a reasonable time and in accordance with the requirements of the Interim Order and Section 3(a)(10) under the U.S. Securities Act; and
(h) the Final Order will include a statement substantially to the following effect:

“This Order shall serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933 (the “Act”), as amended, from the registration requirements of the Act, regarding the distribution of securities of Trigon Metals Inc. and Safi Silver Corp. pursuant to the Plan of Arrangement.”

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties . Each of the parties hereby represents and warrants to the other party as of the date hereof that:

(a) it is a corporation validly existing under the applicable laws of the jurisdiction of its incorporation, and has full capacity and authority to enter into this Agreement and to perform its covenants and obligations hereunder;
(b) it has taken all corporate actions necessary to authorize the execution and delivery of this Agreement and to consummate the transactions contemplated herein and this Agreement has been duly executed and delivered by it, and is enforceable against it in accordance with its terms, subject to bankruptcy, fraudulent transfer, moratorium, reorganization or similar laws affecting the rights of creditors generally;
(c) neither the execution and delivery of this Agreement nor the performance of any of its covenants and obligations hereunder will constitute a material default under, or be in any material contravention or breach of (i) any provision of its Constating Documents or other governing corporate documents, (ii) any judgment, decree, order, law, statute, rule or regulation applicable to it, or (iii) any agreement or instrument to which it is a party or by which it is bound;
(d) no dissolution, winding up, bankruptcy, liquidation or similar proceedings has been commenced or are pending or proposed in respect of it;
(e) each party is a “foreign private issuer” within the meaning of Rule 405 of Regulation C under the U.S. Securities Act;
(f) each party is not registered, and is not required to be registered, as an “investment company” pursuant to the U.S. Investment Company Act; and
(g) each party is not currently subject to the reporting requirements of the U.S. Exchange Act.

ARTICLE 4 COVENANTS

4.1 Covenants . On and after the date hereof, each of the parties covenants and agrees with the other party hereto that it shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such agreements, certificates, assurances, notices and other documents and instruments, and shall make all necessary filings and obtain all necessary approvals, consents and acceptances of appropriate regulatory authorities, at the sole cost and expense of such party pursuant to Section 7.6, as may be reasonably necessary in order to carry out the intent and accomplish the purposes of this Agreement including, for greater certainty, the Plan of Arrangement, the consummation of the transactions contemplated hereby on the Effective Date and the enforceability of the transactions contemplated hereby and the maintenance of the desired tax and securities law-related treatment of the transactions contemplated hereby following the Effective Date.

4.2 Interim Order and Final Order . The parties acknowledge that Trigon will apply to and obtain from the Court, pursuant to the Arrangement Provisions, the Interim Order providing for, among other things, the calling and holding of the Trigon Meeting for the purpose of considering and, if deemed advisable, approving and adopting the Arrangement Resolution. The parties each covenant and agree that if the approval of the Arrangement by the Trigon Shareholders as set out in Section 5.1(b) is obtained, Trigon will thereafter (subject to the exercise of any discretionary authority granted to Trigon’s directors) take the necessary actions to submit the Arrangement to the Court for approval and apply for the Final Order and, subject to compliance with any of the other conditions provided for in Article 5 below and to the rights of termination contained in Article 6 below, file the material described in Section 2.5 with the CBCA Director, if required.

4.3 Trigon Options . The Parties acknowledge and agree that the outstanding Trigon Options shall be treated in accordance with the provisions of the Plan of Arrangement.

4.4 Trigon Warrants . The Parties acknowledge and agree that the outstanding Trigon Warrants shall be treated in accordance with their terms.

4.5 Spinco Share Exchange . The Parties acknowledge and agree that each of the outstanding Spinco Class A Shares shall be exchanged for Spinco Common Shares on a one-for-one basis in accordance with the provisions of the Plan of Arrangement.

4.6 Pre-Arrangement Steps . Prior to the Arrangement, the parties shall complete the following steps (collectively, the “ Pre-Arrangement Steps ”):

(a) the Spinco Class A Share Split;
(b) the Shares for Debt Transaction by Spinco; and
(c) the Concurrent Financing.

4.7 Cash. The parties acknowledge that Trigon shall not transfer any cash to Spinco in connection with the Arrangement including, without limitation, for purposes of compliance with the Section 3(a)(10) Exemption.

4.8 Listing of Spinco Common Shares . Spinco covenants and agrees that it will use its commercially reasonable efforts to list the Spinco Common Shares on a recognized Canadian stock exchange (the “ Stock Exchange Listing ”).

ARTICLE 5 CONDITIONS

5.1 Conditions Precedent . The respective obligations of the parties to complete the transactions contemplated by this Agreement will be subject to the satisfaction of the following conditions:

(a) the Interim Order will have been granted in form and substance satisfactory to Trigon, and such order will not have been set aside or modified in a manner unacceptable to Trigon, on appeal or otherwise;
(b) the Arrangement Resolution, with or without amendment, will have been approved and adopted by the Trigon Shareholders at the Trigon Meeting in accordance with the Arrangement Provisions, the Constating Documents of Trigon, the Interim Order and the requirements of any applicable regulatory authorities;
(c) the Final Order will have been obtained in form and substance satisfactory to each of Trigon and Spinco;
(d) the Pre-Arrangement Steps shall have been completed;
(e) Spinco shall have obtained conditional approval for the Stock Exchange Listing;
(f) all other consents, orders, regulations and approvals, including regulatory and judicial approvals and orders required or necessary or desirable for the completion of the transactions provided for in this Agreement and the Plan of Arrangement will have been obtained or received from the persons, authorities or bodies having jurisdiction in the circumstances each in form acceptable to Trigon and Spinco;
(g) there will not be in force any order or decree restraining or enjoining the consummation of

the transactions contemplated by this Agreement and the Plan of Arrangement;

(h) no law, regulation or policy will have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Arrangement and Plan of Arrangement, including any material change to the income tax laws of Canada, which would reasonably be expected to have a material adverse effect on any of Trigon, the Trigon Shareholders or Spinco if the Arrangement is completed;
(i) notices of dissent pursuant to Article 5 of the Plan of Arrangement will not have been delivered by Trigon Shareholders holding greater than 5% of the outstanding Trigon Shares; and
(j) this Agreement will not have been terminated under Article 6 below.

Except for the conditions set forth in Sections 5.1(a) - 5.1(c) and 5.1(j) above, which may not be waived, any of the other conditions in this Section 5.1 may be waived by either Trigon or Spinco at its discretion.

5.2 Satisfaction of Conditions . The conditions set out in Section 5.1 above will be conclusively deemed to have been satisfied, waived or released upon the occurrence of the Effective Date.

5.3 Merger of Representations, Warranties and Covenants . The representations and warranties in Section 3.1 above will be conclusively deemed to be correct as of the Effective Date and the covenants in Section 4.1 above will be conclusively deemed to have been complied with in all respects as of the Effective Date, and each will accordingly merge in and not survive the effectiveness of the Arrangement.

ARTICLE 6 AMENDMENT AND TERMINATION

6.1 Amendment . Subject to any mandatory applicable restrictions under the Arrangement Provisions or the Final Order, this Agreement, including the Plan of Arrangement, may at any time and from time to time before or after the holding of the Trigon Meeting, but prior to the Effective Date, be amended by the written agreement of the parties hereto without, subject to applicable law, further notice to or authorization on the part of the Trigon Shareholders.

6.2 Termination . Subject to Section 6.3, this Agreement may at any time before or after the holding of the Trigon Meeting, and before or after the granting of the Final Order, but in each case prior to the Effective Date, be terminated by direction of the Trigon Board without further action on the part of the Trigon Shareholders and nothing expressed or implied herein or in the Plan of Arrangement will be construed as fettering the absolute discretion by the Trigon Board to elect to terminate this Agreement and discontinue efforts to effect the Arrangement for whatever reasons it may consider appropriate.

6.3 Cessation of Right . The right of Trigon or Spinco or any other party to amend or terminate the Plan of Arrangement pursuant to Section 6.1 and Section 6.2 will be extinguished upon the occurrence of the Effective Date. ARTICLE 7 GENERAL

7.1 Notices . All notices which may or are required to be given pursuant to any provision of this Agreement will be given or made in writing and will be deemed to be validly given if served personally or by electronic transmission with acknowledgment of receipt, in the case of Trigon or Spinco:

130 Queens Quay East, Suite 1224, Toronto, Ontario, M5A 0P6, Canada Attention: Jed Richardson

email: [email protected]

in each case with a copy to:

Miller Thomson LLP, 5800-40 King Street West, Toronto, Ontario M5H 3S1 Attention: Mack Hosseinian

email: [email protected]

7.2 Entire Agreement . This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous agreements,

understandings, negotiations and discussions, whether oral or written, of the parties.

7.3 Binding Effect . This Agreement and the Arrangement will be binding upon and will enure to the benefit of the parties and their respective successors and permitted assigns.

7.4 Assignment . Neither of the parties may assign its rights or obligations under this Agreement or the Arrangement without the prior written consent of the other party hereto. Nothing contained in this Agreement shall create any rights in, or be deemed to have been executed for the benefit of, any person that is not a party hereto or a successor or permitted assign of such a party as a third party beneficiary or otherwise.

7.5 Waiver . Any waiver or release of the provisions of this Agreement, to be effective, must be in writing and executed by the party granting such waiver or release.

7.6 Fees, Costs and Expenses . All fees, costs and expenses (including, without limitation, legal fees and expenses) incurred by a party in connection with this Agreement, the Arrangement and the transactions contemplated hereby and thereby will be borne by the party that incurred the fees, costs and expense or as otherwise mutually agreed by the parties.

7.7 Governing Law; Submission to Jurisdiction . This Agreement will be governed by and be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. All disputes relating in any way to this Agreement will be resolved by the Courts of Ontario. The parties expressly waive any objection based on personal jurisdiction, venue or forum non conveniens .

7.8 Time of Essence . Time is of the essence of this Agreement.

7.9 Counterparts . This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together constitute one and the same instrument. Execution of this Agreement electronically or manually, and the electronic delivery of this Agreement in counterparts will constitute valid delivery of the same.

[Signature Page Follows]

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

By: “Jed Richardson” (signed) Jed Richardson, Chief Executive Officer

SAFI SILVER CORP.

By: “Jed Richardson” (signed) Jed Richardson, Director

EXHIBIT “A”

PLAN OF ARRANGEMENT

UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT

ARTICLE 1 DEFINITIONS AND INTERPRETATION

1.1 Definitions. In this Exhibit “A” - Plan of Arrangement , the following capitalized words and terms will have the following meanings:
(a) “ Arrangement ” means the arrangement pursuant to the Arrangement Provisions as contemplated by the provisions of this Agreement and the Plan of Arrangement;
(b) “ Arrangement Agreement ” means the arrangement agreement dated February 14, 2024, between Trigon and Spinco, to which this Exhibit “A” – Plan of Arrangement is attached, as such may be supplemented or amended from time to time;
(c) “ Arrangement Provisions ” means Section 192 of the CBCA;
(d) “ Arrangement Resolution ” means the special resolution of the Trigon Shareholders to approve the Arrangement, as required by the Interim Order, in substantially the form as set out in Schedule “A” attached to the Plan of Arrangement;
(e) “ Articles of Arrangement ” means the articles of arrangement of Trigon in respect of the Arrangement, required by the CBCA to be sent to the CBCA Director after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in a form and with content satisfactory to Trigon and Spinco;
(f) “ Business Day ” means a day which is not a Saturday, Sunday or statutory holiday in the City of Toronto, Ontario;
(g) “ CBCA ” means the Canada Business Corporations Act , R.S.C., 1985, c. C-44, as amended;
(h) “ Court ” means the Ontario Superior Court of Justice (Commercial List);
(i) “ Depositary ” means TSX Trust Company, or such other depositary as Trigon may determine;
(j) “ Dissent Procedures ” means the rules pertaining to the exercise of Dissent Rights as set forth in Section 190 of the CBCA, as modified by the Plan of Arrangement, the Interim Order and the Final Order;
(k) “ Dissent Rights ” means the right of a registered Trigon Shareholder as at the Record Date to dissent from the Arrangement Resolution pursuant to, and in the manner set forth in, Section 190 of the CBCA, as the same may be modified by the Interim Order and the Final Order and to be paid the fair value of the Trigon Shares in respect of which the holder has validly exercised dissent rights;
(l) “ Dissenting Share ” has the meaning given in Section 3.1(b) of this Plan of Arrangement;
(m) “ Dissenting Shareholder ” means a registered Trigon Shareholder who has validly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights in respect of the Arrangement Resolution in strict compliance with the Dissent Procedures and whose Dissent Rights remain valid immediately prior to the Effective Time, but only in respect of the Trigon Shares in respect of which Dissent Rights are validly exercised by such registered Trigon Shareholder;

(n) “ Effective Date ” means the date of certification of the Articles of Arrangement by the CBCA Director in accordance with section 192(8) of the CBCA;
(o) “ Effective Time ” means 12:01 a.m. (Toronto time) on the Effective Date or such other time on the Effective Date as agreed to in writing by Trigon and Spinco;
(p) “ Encumbrance ” means any lien, charge, claim, adverse interest, security interest, third party right or encumbrance of any kind or nature;
(q) “ Final Order ” means the final order of the Court, after being informed of the intention to rely upon the exemption from registration under Section 3(a)(10) of the U.S. Securities Act with respect to the New Trigon Shares and Spinco Common Shares issued pursuant to the Arrangement, approving the Arrangement, as such order may be amended by the Court at any time prior to the Effective Date;
(r) “ Final Proscription Date ” has the meaning given in Section 6.4 of this Plan of Arrangement;
(s) “ IFRS ” means International Financial Reporting Standards as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee;
(t) “ Information Circular ” means the management information circular of Trigon, including all appendices attached thereto, to be sent to the Trigon Shareholders in connection with the Trigon Meeting, together with any amendments or supplements thereto;
(u) “ Interim Order ” means the interim order of the Court, after being informed of the intention to rely upon the exemption from registration under Section 3(a)(10) of the U.S. Securities Act with respect to the New Trigon Shares and Spinco Common Shares issued pursuant to the Arrangement, containing declarations and directions in connection with the Arrangement and the holding of the Trigon Meeting, as such order may be affirmed, amended or modified by any court of competent jurisdiction;
(v) “ Letter of Transmittal ” means the letter of transmittal in respect of the Arrangement to be sent to Trigon Shareholders together with the Information Circular;
(w) “ New Trigon Shares ” has the meaning set out in Section 3.1(c) of this Plan of Arrangement;
(x) “ Plan of Arrangement ” means this plan of arrangement as the same may be amended or supplemented from time to time;
(y) “ Pre-Arrangement Consolidation ” means the proposed consolidation of Trigon Shares on the basis of one (1) post-consolidation Trigon Share for each five (5) pre-consolidation Trigon Shares or such other ratio as determined by the Trigon Board, which consolidation is expected to be completed prior to the Effective Date;
(z) “ Section 3(a)(10) Exemption ” means the exemption from the registration requirements of the U.S. Securities Act set forth in section 3(a)(10) of the U.S. Securities Act;
(aa) “ Share Distribution Record Date ” means the close of business on the Business Day immediately preceding the Effective Date or such other date determined by Trigon for the purpose of determining the Trigon Shareholders entitled to receive New Trigon Shares and Spinco Common Shares pursuant to this Plan of Arrangement or such other date as the Trigon Board may select;
(bb) “ Spinco ” means Safi Silver Corp.;
(cc) “ Spinco Class A Shares ” means Class A common shares in the capital of Spinco;
(dd) “ Spinco Common Shares ” means common shares in the capital of Spinco;

(ee) “ Tax Act ” means the Income Tax Act (Canada), R.S.C. 1985 (5th Supp.) c.1, as amended;
(ff) “ Transfer Agent ” means TSX Trust Company, the registrar and transfer agent of Trigon and Spinco;
(gg) “ Trigon ” means Trigon Metals Inc., a corporation existing under the CBCA;
(hh) “ Trigon Board ” means the board of directors of Trigon;
(ii) “ Trigon Class A Common Shares ” has the meaning set out in Section 3.1(c) of this Plan of Arrangement;
(jj) “ Trigon Meeting ” means the special meeting of the Trigon Shareholders and any adjournments thereof to be held to, among other things, consider and, if deemed advisable, pass the Arrangement Resolution and such further or other business as may properly come before the Trigon Meeting;
(kk) “ Trigon Optionee ” means a holder of Trigon Options and/or Trigon Replacement Options, as the context requires;
(ll) “ Trigon Options ” means the options of Trigon, each entitling the holder to acquire one Trigon Share at the applicable exercise price;
(mm) “ Trigon Replacement Option ” means an option to acquire a New Trigon Share to be issued by Trigon to a holder of a Trigon Option pursuant to Section 3.1(d) of this Plan of Arrangement;
(nn) “ Trigon Shareholder ” means a holder of Trigon Shares, Trigon Class A Common Shares or New Trigon Shares, as the context requires;
(oo) “ Trigon Shares ” means the common shares in the capital of Trigon as the same are constituted immediately before the Effective Time;
(pp) “ Trigon Warrant Certificates ” means the warrant certificates representing the Trigon Warrants;
(qq) “ Trigon Warrant Indentures ” means the warrant indentures governing the Trigon Warrants.
(rr) “ Trigon Warrantholder ” means holders of the Trigon Warrants;
(ss) “ Trigon Warrants ” means the share purchase warrants of Trigon exercisable to acquire Trigon Shares that are outstanding immediately prior to the Effective Time;
(tt) “ TSXV ” means the TSX Venture Exchange; and
(uu) “ U.S. Securities Act ” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated from time to time thereunder.
1.2 Interpretation Not Affected by Headings . The division of this Plan of Arrangement into articles, sections and subsections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Plan of Arrangement. Unless otherwise specifically indicated, the terms “ this Plan of Arrangement ”, “ hereof ”, “ hereunder ” and similar expressions refer to this Plan of Arrangement as a whole and not to any particular article, section or subsection and include any agreement or instrument supplementary or ancillary hereto.
1.3 Number and Gender . Unless the context otherwise requires, words importing the singular number only will include the plural and vice versa, words importing the use of either gender will include both genders and neuter and words importing persons will include firms and corporations.
1.4 Meaning . Words and phrases used herein and defined in the CBCA will have the same meaning herein as in the CBCA, unless the context otherwise requires.
1.5 Date for any Action . If any date on which any action is required to be taken under this Plan of Arrangement is not a Business Day, such action will be required to be taken on the next succeeding Business Day.

1.6 Currency . All amounts of money which are referred to in this Plan of Arrangement are expressed in lawful money of Canada.
1.7 Accounting Matters . Unless otherwise stated, all accounting terms used in this Plan of Arrangement will have the meanings attributable thereto under IFRS, as applicable and all determinations of an accounting nature that are required to be made will be made in a manner consistent with IFRS.
1.8 Reference to Legislation . References in this Plan of Arrangement to any statute or sections thereof will include such statute as amended or substituted and any regulations promulgated thereunder from time to time in effect.
1.9 Reference to Agreements and Instruments. References in this Plan of Arrangement to any other agreement, instrument or other document will include such agreement, instrument or other document as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.
1.10 Governing Law; Submission to Jurisdiction . This Plan of Arrangement will be governed by and be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to the principles of conflict of laws thereof. All disputes relating in any way to this Plan of Arrangement will be resolved by the Courts of Ontario. The parties expressly waive any objection based on personal jurisdiction, venue or forum non conveniens .
1.11 Schedules . Schedule “A” – The Arrangement Resolution attached hereto is incorporated into and forms an integral part of this Plan of Arrangement.

ARTICLE 2 ARRANGEMENT AGREEMENT

2.1 Arrangement Agreement . This Plan of Arrangement is made pursuant and subject to the provisions of the Arrangement Agreement.

ARTICLE 3

THE ARRANGEMENT

3.1 The Arrangement . On the Effective Date, the following will occur and be deemed to occur in the following chronological order (unless explicitly stated otherwise) without further act or formality, notwithstanding anything contained in the provisions attaching to any of the parties hereto, but subject to the provisions of Article 7 below:
(a) each issued and outstanding Spinco Class A Share shall be surrendered and transferred by Trigon (free and clear of any Encumbrances) in exchange for, as the sole consideration therefor, one Spinco Common Share on a one-for-one basis in accordance with the Arrangement Agreement;
(b) each Trigon Share outstanding in respect of which a Dissenting Shareholder has validly exercised his, her or its Dissent Rights (each, a “ Dissenting Share ”) will be directly transferred and assigned by such Dissenting Shareholder to Trigon, without any further act or formality and free and clear of any Encumbrance, and:
- (i) such Trigon Share will be cancelled and cease to be outstanding;
- (ii) such Dissenting Shareholder’s name shall be removed from the register of holders of Trigon Shares maintained by or on behalf of Trigon as it relates to the Dissenting Shares so transferred; and
- (iii) such Dissenting Shareholder will cease to have any rights as a Trigon Shareholder other than the right to be paid the fair value for his, her or its Trigon Shares by Trigon in accordance with Article 5 of this Plan of Arrangement ;

(c) Trigon shall undertake a reorganization of capital within the meaning of section 86 of the Tax Act as follows, with the steps occurring in the following order:
(i) the authorized share capital and articles of Trigon will be amended by:
- (A) renaming and redesignating all of the issued and unissued Trigon Shares as “Class A common shares without par value” (the “ Trigon Class A Common Shares ”) and amending the special rights and restrictions attached to the Trigon Class A Common Shares to provide the holders thereof with two votes for each Trigon Class A Common Shares held at all meetings of shareholders of Trigon (except meetings at which only holders of a specified class of shares are entitled to vote), and, concurrently therewith, outside of and not as part of this Plan of Arrangement, the Trigon Class A Common Shares will be represented for listing purposes on the TSXV by the continued listing of the Trigon Shares; and
- (B) creating a new class of shares consisting of an unlimited number of “ common shares without par value ” (the “ New Trigon Shares ”) which shares shall be unlimited in number and have special rights and restrictions identical to those of the Trigon Shares immediately prior to giving effect to Section 3.1(c)(i)(A) hereof;
(ii) each issued and outstanding Trigon Class A Common Share outstanding immediately following giving effect to Section 3.1(c)(i)(A) shall be surrendered and transferred by the holder thereof to Trigon (free and clear of any Encumbrances) in exchange for, as the sole consideration therefor:
- (A) one New Trigon Share; and
- (B) 0.5 Spinco Common Shares held by Trigon (other than any Spinco Common Shares set aside pursuant to Section 5.3 and subject to Section 3.8),

and:

(C) the holders of Trigon Class A Common Shares will be removed from the register of holders of Trigon Class A Common Shares and will be added to the register of holders of New Trigon Shares as the holders of the number of New Trigon Shares that they have received on the exchange set forth pursuant to Section 3.1(c)(ii)(A);
(D) the Spinco Common Shares transferred to the former holders of Trigon Class A Common Shares pursuant to Section 3.1(c)(ii)(B) will be registered in the name of such former holders;
(E) Trigon shall cease to be a holder of the Spinco Common Shares transferred to the former holders of Trigon Class A Common Shares pursuant to Section 3.1(c)(ii)(B) and shall be removed in respect of such Spinco Common Shares from the register of holders of Spinco Common Shares maintained by or on behalf of Spinco; and
(F) concurrently with the exchange in Section 3.1(c)(ii), the stated capital account maintained in respect of the Trigon Class A Common Shares shall be reduced to nil and there shall be added to the stated capital account of the New Trigon Shares issued pursuant to Section 3.1(c)(ii) the amount by which (A) the amount of the reduction of the stated capital account of the Trigon Class A Common Shares pursuant to this Section 3.1(c)(ii)(F) exceeds (B) the fair market value, at the Effective Time, of the Spinco Common Shares distributed pursuant to Section 3.1(c)(ii) to the former holders of Trigon Class A Common Shares.

For greater certainty, the exchange of Trigon Class A Common Shares for New Trigon Shares and Spinco Common Shares pursuant to Section 3.1(c)(ii) is intended to be governed by Section 86 of the Tax Act; and

(iii) the Trigon Class A Common Shares, none of which will be issued or outstanding once the exchange in Section 3.1(c)(ii)(A) above is completed, will be cancelled and the appropriate entries made in the register of holders of Trigon Class A Common Shares and the authorized share structure and articles of Trigon will be amended by eliminating the Trigon Class A Common Shares;
(d) each Trigon Option outstanding immediately prior to this Section 3.1(d) shall be, and shall be deemed to be, simultaneously surrendered and transferred by the holder thereof to Trigon (free and clear of any Encumbrances) and exchanged for, as the sole consideration therefor, one Trigon Replacement Option to acquire one New Trigon Share having an exercise price equal to the exercise price of the Trigon Option so exchanged immediately before the exchange of such Trigon Option provided that:
(i) the exercise prices for such Trigon Replacement Option shall be further adjusted to the extent required to ensure that the fair market value of the Trigon Replacement Option immediately after the exchange does not exceed the fair market value of the Trigon Option so exchanged immediately before the exchange of such Trigon Option;
(ii) the holder of a Trigon Replacement Option will receive no consideration other than the Trigon Replacement Option in respect of the transfer of the Trigon Option pursuant to this Section 3.1(d); and
(iii) the Trigon Options so transferred to Trigon pursuant to this Section 3.1(d) shall be cancelled.

For greater certainty, it is intended that subsection 7(1.4) of the Tax Act apply to the exchange of Trigon Options and that, in the case of a Trigon Optionee subject to United States federal income taxation, such exchange also satisfy the relevant requirements of Section 409A or 424 of the United States Internal Revenue Code of 1986, as amended, and corresponding United States Treasury Regulations. The parties are authorized to make any amendments or adjustments to the Plan of Arrangement they consider necessary to satisfy subsection 7(1.4) of the Tax Act and Sections 409A and 424 of the Internal Revenue Code; and

(e) in accordance with the terms of the Trigon Warrant Indentures and/or the Trigon Warrant Certificates, as the case may be, each holder of Trigon Warrants outstanding immediately prior to the Effective Time shall receive (and such holder shall accept) upon the exercise of such holder’s Trigon Warrants, in lieu of the Trigon Shares to which such holder was theretofore entitled upon such exercise and for the same aggregate consideration payable therefor, the number of New Trigon Shares and Spinco Common Shares which the holder would have been entitled to receive as a result of the transactions contemplated by this Plan of Arrangement if, immediately prior to the Effective Time, such holder had been the registered holder of the number of Trigon Shares to which such holder was theretofore entitled upon exercise of such Trigon Warrants; and such Trigon Warrant shall continue to be governed by and be subject to the terms of the Trigon Warrant Indentures and/or Trigon Warrant Certificates, as the case may be.
3.2 No Fractional Shares or Options . Notwithstanding any other provision of this Arrangement, no fractional Spinco Common Shares will be distributed to the Trigon Shareholders, and, as a result, all fractional amounts arising under this Plan of Arrangement will be rounded down to the next whole number without any compensation therefor. Any Spinco Common Shares not distributed as a result of so rounding down will be cancelled by Spinco.
3.3 Share Distribution Record Date . In Section 3.1(c)(ii) above, the reference to a holder of a Trigon Class A Common Share will mean a person who is a holder of a Trigon Share on the Share Distribution Record Date, subject to the provisions of Article 5 below. Any Trigon Shares traded after the Share Distribution

Record Date will represent New Trigon Shares as of the Effective Date and shall not carry any rights to receive Spinco Common Shares.

3.4 Deemed Fully Paid and Non-Assessable Shares. All New Trigon Shares issued pursuant hereto will be deemed to be validly issued and outstanding as fully paid and non-assessable shares for all purposes of the CBCA.
3.5 Supplementary Actions . Notwithstanding that the transactions and events set out in Section 3.1 above, unless explicitly stated otherwise, will occur and will be deemed to occur in the chronological order therein set out without any act or formality, each of Trigon and Spinco will be required to make, do and execute or cause and procure to be made, done and executed all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may be required to give effect to, or further document or evidence, any of the transactions or events set out in Section 3.1 above, at each of their sole cost and expense pursuant to Section 7.6 of the Arrangement Agreement, including, without limitation, any resolutions of directors authorizing the issue, transfer or redemption of shares, any share transfer powers evidencing the transfer of shares and any receipt therefor, any necessary additions to or deletions from share registers, and agreements for stock options.
3.6 Withholding . Each of Trigon, Spinco and the Depositary will be entitled to deduct and withhold from any cash payment or any issue, transfer or distribution of New Trigon Shares, Spinco Common Shares or Trigon Replacement Options made pursuant to this Plan of Arrangement such amounts as may be required to be deducted and withheld pursuant to the Tax Act or any other applicable law, and any amount so deducted and withheld will be deemed for all purposes of this Plan of Arrangement to be paid, issued, transferred or distributed to the person entitled thereto under the Plan of Arrangement. Without limiting the generality of the foregoing, any New Trigon Shares or Spinco Common Shares so deducted and withheld may be sold on behalf of the person entitled to receive them for the purpose of generating cash proceeds, net of brokerage fees and other reasonable expenses, sufficient to satisfy all remittance obligations relating to the required deduction and withholding, and any cash remaining after such remittance will be paid to the person forthwith.
3.7 No Liens . Any exchange or transfer of securities pursuant to this Plan of Arrangement will be free and clear of any liens, restrictions, charges, pledges, leases, hypothecations, security interests, encumbrances, adverse claims or other claims of third parties of any kind.
3.8 Pre-Arrangement Consolidation of Trigon Shares . The Arrangement set out in Section 3.1 is based on the assumption that the Pre-Arrangement Consolidation has been completed prior to the Effective Date and that adjustment provisions under the terms of the Trigon Warrants, as applicable, relating to the Pre-Arrangement Consolidation have become effective prior to the Effective Date. To the extent the Pre-Arrangement Consolidation has not been completed on the Effective Date, the fraction set out in Section 3.1(c)(ii)(B) for the purposes of the exchange of Trigon Class A Common Shares, being 0.5, shall be adjusted and be equal to 0.1.
3.9 U.S. Securities Law Matters . The Court will be advised that the Arrangement will be carried out with the intention that all securities issued and exchanged in a transaction exempt from registration under the U.S. Securities Act on completion of the Arrangement will be issued and exchanged in reliance on the Section 3(a)(10) Exemption.

ARTICLE 4 CERTIFICATES

4.1 Trigon Class A Common Shares. Recognizing that the Trigon Shares shall be renamed and redesignated as Trigon Class A Common Shares pursuant to Section 3.1(c)(i) and that the Trigon Class A Common Shares shall be exchanged for New Trigon Shares pursuant to Section 3.1(c)(ii), Trigon shall not issue replacement share certificates representing the Trigon Class A Common Shares.
4.2 Spinco Common Share Certificates . As soon as practicable following the Effective Date, Spinco will deliver or cause to be delivered to the Depositary one or more certificates and/or Direct Registration Statements representing the aggregate number of Spinco Common Shares required to be distributed to

registered holders of Trigon Shares as at immediately prior to the Effective Time in accordance with the provisions of Section 3.1(c)(ii) above, which certificates and/or Direct Registration Statements will be held by the Depositary as agent and nominee for such holders for distribution thereto in accordance with the provisions of Section 6.1 below.

4.3 New Trigon Share Certificates . As soon as practicable following the Effective Date, Trigon will deliver or cause to be delivered to the Depositary one or more certificates and/or Direct Registration Statements representing the aggregate number of New Trigon Shares required to be issued to registered holders of Trigon Shares as at immediately prior to the Effective Time in accordance with the provisions of Section 3.1 above, which certificates and/or Direct Registration Statements will be held by the Depositary as agent and nominee for such holders for distribution thereto in accordance with the provisions of Section 6.1 below.
4.4 Stock Option Agreements . The stock option agreements, if any, for the Trigon Options will be deemed to be amended to reflect the terms of the Trigon Replacement Options.

ARTICLE 5 RIGHTS OF DISSENT

5.1 Dissent Right . Registered holders of Trigon Shares may exercise Dissent Rights with respect to their Trigon Shares in connection with the Arrangement pursuant to the Interim Order, as they may be amended by Interim Order, the Final Order or any other order of the Court, the Arrangement Agreement or this Article 5, and provided that such Dissenting Shareholder delivers a written notice of dissent to Trigon by 2:00 p.m. (Toronto time) on the day that is at least two (2) Business Days before the day of the Trigon Meeting or any adjournment or postponement thereof.
5.2 Dealing with Dissenting Shares . Trigon Shareholders who duly exercise Dissent Rights with respect to their Dissenting Shares and who:
(a) are ultimately entitled to be paid fair value for their Dissenting Shares by Trigon shall be deemed to have transferred their Dissenting Shares to Trigon for cancellation as of the Effective Time pursuant to Section 3.1(b) above; or
(b) for any reason are ultimately not entitled to be paid for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting Trigon Shareholder and will receive New Trigon Shares and Spinco Common Shares on the same basis as every other non-dissenting Trigon Shareholder;

but in no case shall Trigon or any other person be required to recognize such persons as holding Trigon Shares on or after the Effective Date.

5.3 Reservation of Spinco Common Shares . If a Trigon Shareholder exercises Dissent Rights, Trigon will, on the Effective Date, set aside and not distribute that portion of the Spinco Common Shares that is attributable to the Trigon Shares for which Dissent Rights have been exercised. If the dissenting Trigon Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Trigon will distribute to such Trigon Shareholder his, her or its pro rata portion of the Spinco Common Shares. If a Trigon Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Trigon will retain the portion of the Spinco Common Shares attributable to such Trigon Shareholder and such shares will be dealt with as determined by the Trigon Board in its discretion.

ARTICLE 6 DELIVERY OF SECURITIES

6.1 Delivery of Shares.

(a) Upon surrender to the Depositary for cancellation of a certificate that immediately before the Effective Time represented one or more outstanding Trigon Shares, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered

certificate will be entitled to receive in exchange therefor, and the Depositary will deliver to such holder following the Effective Time, a certificate representing the New Trigon Shares and a certificate representing the Spinco Common Shares that such holder is entitled to receive in accordance with Section 3.1 above.

  - (b) After the Effective Time and until surrendered for cancellation as contemplated by Section 6.1(a) above, each certificate that immediately prior to the Effective Time represented one or more Trigon Shares will be deemed at all times to represent only the right to receive in exchange therefor a certificate representing the New Trigon Shares and a certificate representing the Spinco Common Shares that such holder is entitled to receive in accordance with Section 3.1 above.

6.2 Lost Certificates . If any certificate that immediately prior to the Effective Time represented one or more outstanding Trigon Shares that were exchanged for New Trigon Shares and Spinco Common Shares in accordance with Section 3.1 above, will have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary will deliver in exchange for such lost, stolen or destroyed certificate, the New Trigon Shares and Spinco Common Shares that such holder is entitled to receive in accordance with Section 3.1 above. When authorizing such delivery of New Trigon Shares and Spinco Common Shares that such holder is entitled to receive in exchange for such lost, stolen or destroyed certificate, the holder to whom such securities are to be delivered will, as a condition precedent to the delivery of such New Trigon Shares and Spinco Common Shares give a bond satisfactory to Trigon, Spinco and the Depositary in such amount as Trigon, Spinco and the Depositary may direct, or otherwise indemnify Trigon, Spinco and the Depositary in a manner satisfactory to Trigon, Spinco and the Depositary, against any claim that may be made against Trigon, Spinco or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed.
6.3 Distributions with Respect to Unsurrendered Certificates . No dividend or other distribution declared or made after the Effective Time with respect to New Trigon Shares or Spinco Common Shares with a record date after the Effective Time will be delivered to the holder of any unsurrendered certificate that, immediately prior to the Effective Time, represented outstanding Trigon Shares unless and until the holder of such certificate will have complied with the provisions of either of Section 6.1 or 6.2 above. Subject to applicable law and to Section 3.6 above, at the time of such compliance, there will, in addition to the delivery of the New Trigon Shares and Spinco Common Shares to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such New Trigon Shares and/or Spinco Common Shares, as applicable.
6.4 Limitation and Proscription . To the extent that a former Trigon Shareholder will not have complied with the provisions of either of Section 6.1 or 6.2 above, as applicable, on or before the date that is six (6) years after the Effective Date (the “ Final Proscription Date ”), then the New Trigon Shares and Spinco Common Shares that such former Trigon Shareholder was entitled to receive will be automatically cancelled without any repayment of capital in respect thereof and the New Trigon Shares and Spinco Common Shares to which such Trigon Shareholder was entitled, will be delivered to Spinco (in the case of the Spinco Common Shares) or Trigon (in the case of the New Trigon Shares) by the Depositary and certificates representing such New Trigon Shares and Spinco Common Shares will be cancelled by Trigon and Spinco, as applicable, and the interest of the former Trigon Shareholder in such New Trigon Shares and Spinco Common Shares or to which it was entitled will be terminated as of such Final Proscription Date.
6.5 Trigon Warrants. Trigon and Spinco acknowledge and agree that:
(a) from and after the Effective Date, each Trigon Warrant shall entitle the holder to receive, upon due exercise thereof, for the exercise price immediately prior to the Effective Time:
```
 - (i) one New Trigon Share for each Trigon Share that was issuable upon due exercise of the Trigon Warrant immediately prior to the Effective Time; and
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(ii) 0.5 Spinco Common Shares for each Trigon Share that was issuable upon due exercise of the Trigon Warrant immediately prior to the Effective Time,

and Spinco hereby covenants that it shall forthwith upon receipt of written notice from Trigon from time to time issue, as directed by Trigon, that number of Spinco Common Shares as may be required to satisfy the foregoing;

(b) Trigon shall, as agent for Spinco, collect and pay to Spinco an amount for each 0.5 Spinco Common Shares so issued that is equal to the exercise price under the Trigon Warrant multiplied by the fair market value of 0.5 Spinco Common Shares at the Effective Time divided by the fair market value of a Trigon Share at the Effective Time; and
(c) the terms and conditions applicable to the Trigon Warrants, immediately after the Effective Time, will otherwise remain unchanged from the terms and conditions of the Trigon Warrants as they exist immediately before the Effective Time.

ARTICLE 7 AMENDMENTS & WITHDRAWAL

7.1 Amendments . Trigon and Spinco reserve the right to amend, modify and/or supplement this Plan of Arrangement from time to time at any time prior to the Effective Time provided that any such amendment, modification or supplement must be:
(a) contained in a written document;
(b) filed with the Court and, if made following the Trigon Meeting, approved by the Court; and
(c) communicated to Trigon Shareholders if and as required by the Court.
7.2 Amendments Made Prior to or at the Trigon Meeting . Any amendment, modification or supplement to this Plan of Arrangement, if agreed upon by Trigon and Spinco, may be proposed by Trigon and Spinco at any time prior to or at the Trigon Meeting with or without any prior notice or communication, and if so proposed and accepted by the Trigon Shareholders voting at the Trigon Meeting (other than as may be required under the Interim Order or other order of the Court), will become part of this Plan of Arrangement for all purposes.
7.3 Amendments Made After the Trigon Meeting . Any amendment, modification or supplement to this Plan of Arrangement, if agreed upon by Trigon and Spinco, may be proposed by Trigon and Spinco after the Trigon Meeting but prior to the Effective Time and any such amendment, modification or supplement which is approved by the Court following the Trigon Meeting will be effective and will become part of the Plan of Arrangement for all purposes. Notwithstanding the foregoing, any amendment, modification or supplement to this Plan of Arrangement may be made following the granting of the Final Order unilaterally by Trigon, provided that it concerns a matter which, in the reasonable opinion of Trigon and Spinco, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of any holder of Trigon Shares, Spinco Common Shares or Trigon Warrants.
7.4 Withdrawal. Notwithstanding any prior approvals by the Court or by Trigon Shareholders, the Trigon Board may decide not to proceed with the Arrangement and to revoke the Arrangement Resolution at any time prior to the Effective Time, without further approval of, or notice to, the Court or the Trigon Shareholders.

SCHEDULE “A” ARRANGEMENT RESOLUTION

BE IT RESOLVED AS A SPECIAL RESOLUTION OF THE TRIGON SHAREHOLDERS THAT:

The arrangement (the “ Arrangement ”) under Section 192 of the Canada Business Corporations Act (the “ CBCA ”) involving Trigon Metals Inc., a corporation incorporated pursuant to the federal laws of Canada (“ Trigon ”), its shareholders and Safi Silver Corp., a corporation incorporated pursuant to the provincial laws of Ontario (“ Spinco ”), all as more particularly described and set forth in the management information circular (the “ Information Circular ”) of Trigon dated February 14, 2024 accompanying the notice of meeting (as the Arrangement may be, or may have been, modified or amended in accordance with the terms of the Arrangement Agreement and the Plan of Arrangement, each as defined below), be and is hereby authorized, approved and adopted.
The plan of arrangement (the “ Plan of Arrangement ”), implementing the Arrangement, the full text of which is appended to the Information Circular (as the Plan of Arrangement may be, or may have been, modified or amended in accordance with its terms), be and is hereby authorized, approved and adopted.
The arrangement agreement (the “ Arrangement Agreement ”) between Trigon and Spinco dated February 14, 2024 and all the transactions contemplated therein, the actions of the directors of Trigon in approving the Arrangement and the actions of the directors and officers of Trigon in executing and delivering the Arrangement Agreement and any amendments thereto, be and are hereby confirmed, ratified, authorized and approved.
Notwithstanding that this resolution has been passed (and the Arrangement approved and agreed to) by the shareholders of Trigon or that the Arrangement has been approved by the Ontario Superior Court of Justice (Commercial List), the directors of Trigon be and are hereby authorized and empowered, without further notice to, or approval of, the shareholders of Trigon:
(a) to amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement; and
(b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement at any time prior to the Effective Time (as defined in the Arrangement Agreement).
Any one director or officer of Trigon be and is hereby authorized and directed, for and on behalf and in the name of Trigon, to execute and deliver, whether under the corporate seal of Trigon or otherwise, all such deeds, instruments, assurances, agreements, forms, waivers, notices, certificates, confirmations and other documents and to do or cause to be done all such other acts and things as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to these resolutions, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including:
(a) all actions required to be taken by or on behalf of Trigon, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and
(b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by Trigon;

such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

73342025.13

AI assistant

Trigon Metals Inc. M&A Activity 2024

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