World Copper Ltd.

ARRANGEMENT AGREEMENT

Among

WORLD COPPER LTD.

And

CARDERO RESOURCE CORP.

And

1302172 B.C. LTD.

September 17, 2021

LC317056-1

Article	1	INTERPRETATION ................................................................................................... 2
1.1		Definitions .................................................................................................................... 2
1.2		Interpretation Not Affected by Headings, etc. ............................................................ 15
1.3		Number, etc. ............................................................................................................... 15
1.4		Date for Any Action ................................................................................................... 16
1.5		Time References ......................................................................................................... 16
1.6		Subsidiaries ................................................................................................................. 16
1.7		Consent ....................................................................................................................... 16
1.8		Currency ..................................................................................................................... 16
1.9		Accounting Matters .................................................................................................... 16
1.10		Construction................................................................................................................ 16
1.11		Knowledge .................................................................................................................. 17
1.12		Ordinary Course of Business ...................................................................................... 17
1.13		Disclosure in Writing.................................................................................................. 17
1.14		Enforceability ............................................................................................................. 17
1.15		Incorporation of Schedules ......................................................................................... 17
Article	2	THE ARRANGEMENT ............................................................................................ 18
2.1		General........................................................................................................................ 18
2.2		Arrangement ............................................................................................................... 18
2.3		Interim Order .............................................................................................................. 18
2.4		Cardero Circular ......................................................................................................... 19
2.5		Cardero Meeting ......................................................................................................... 21
2.6		Final Order .................................................................................................................. 21
2.7		Court Proceedings....................................................................................................... 21
2.8		Public Announcements ............................................................................................... 22
2.9		Intended U.S. Income Tax Treatment ........................................................................ 22
2.10		U.S. Securities Law Matters ....................................................................................... 23
2.11		Effective Date Matters ................................................................................................ 23
Article	3	REPRESENTATIONS AND WARRANTIES OF CARDERO ............................... 24
3.1		Incorporation and Organization .................................................................................. 24
3.2		Capitalization .............................................................................................................. 24
3.3		Authority and No Violation ........................................................................................ 25
3.4		No Defaults ................................................................................................................. 26
3.5		Cardero Subsidiaries ................................................................................................... 27
3.6		No Other Shares.......................................................................................................... 27
3.7		Reporting Issuer; Public Documents .......................................................................... 27
3.8		Financial Matters ........................................................................................................ 28
3.9		Business Carried on in Ordinary Course .................................................................... 28
3.10		Partnerships or Joint Ventures .................................................................................... 29
3.11		Minute Books and Corporate Records........................................................................ 29
3.12		Accuracy of Books and Records ................................................................................ 29
3.13		Guarantees .................................................................................................................. 29
3.14		Interested Persons ....................................................................................................... 30
3.15		Real Property .............................................................................................................. 30
3.16		Mineral Rights ............................................................................................................ 30
3.17		Technical Reports; Mineral Reserves and Resources ................................................. 32

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3.18		Operational Matters .................................................................................................... 32
3.19		Employment and Employee Benefit Matters.............................................................. 32
3.20		Debt Instruments......................................................................................................... 33
3.21		Leases and Leased Property ....................................................................................... 33
3.22		Insurance ..................................................................................................................... 34
3.23		Material Contracts ...................................................................................................... 34
3.24		No Breach of Material Contracts ................................................................................ 35
3.25		Legal Proceedings....................................................................................................... 35
3.26		Compliance with Applicable Laws ............................................................................. 35
3.27		Banking Information; Powers of Attorney ................................................................. 35
3.28		Insolvency ................................................................................................................... 36
3.29		Tax Matters ................................................................................................................. 36
3.30		Licences ...................................................................................................................... 37
3.31		No Business Restrictions ............................................................................................ 37
3.32		Liabilities .................................................................................................................... 38
3.33		Environmental ............................................................................................................ 38
3.34		Intellectual Property ................................................................................................... 39
3.35		Advisory Fees; Third Party Expenses ........................................................................ 39
3.36		Corrupt Practices ........................................................................................................ 39
3.37		Aboriginal Affairs ....................................................................................................... 40
3.38		Non-Governmental Organizations and Community Groups ...................................... 40
3.39		No Option on Assets ................................................................................................... 40
3.40		Fairness Opinion and Recommendation ..................................................................... 40
3.41		Other Negotiations ...................................................................................................... 41
3.42		No Collateral Benefits ................................................................................................ 41
3.43		No Ownership of World Copper Shares or Other Securities ...................................... 41
3.44		Full Disclosure ............................................................................................................ 41
Article	4	REPRESENTATIONS AND WARRANTIES OF WORLD COPPER ................... 42
4.1		Incorporation and Organization .................................................................................. 42
4.2		Capitalization .............................................................................................................. 42
4.3		Authority and No Violation ........................................................................................ 43
4.4		No Defaults ................................................................................................................. 44
4.5		World Copper Subsidiaries ......................................................................................... 44
4.6		Reporting Issuer; Public Documents .......................................................................... 44
4.7		Financial Matters ........................................................................................................ 45
4.8		Business Carried on in Ordinary Course .................................................................... 45
4.9		Minute Books and Corporate Records........................................................................ 46
4.10		Accuracy of Books and Records ................................................................................ 46
4.11		Guarantees .................................................................................................................. 46
4.12		Real Property .............................................................................................................. 46
4.13		Mineral Rights ............................................................................................................ 46
4.14		Technical Reports; Mineral Reserves and Resources ................................................. 48
4.15		Operational Matters .................................................................................................... 48
4.16		Material Contracts ...................................................................................................... 49
4.17		No Breach of Material Contracts ................................................................................ 49
4.18		Legal Proceedings....................................................................................................... 49
4.19		Compliance with Applicable Laws ............................................................................. 50
4.20		Insolvency ................................................................................................................... 50

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4.21	Tax Matters ................................................................................................................. 50
4.22	Licences ...................................................................................................................... 51
4.23	No Business Restrictions ............................................................................................ 51
4.24	Liabilities .................................................................................................................... 52
4.25	Environmental ............................................................................................................ 52
4.26	Corrupt Practices ........................................................................................................ 53
4.27	Aboriginal Affairs ....................................................................................................... 53
4.28	Non-Governmental Organizations and Community Groups ...................................... 54
4.29	No Option on Assets ................................................................................................... 54
4.30	Other Negotiations ...................................................................................................... 54
4.31	No Ownership of Cardero Shares or Other Securities ................................................ 54
4.32	Full Disclosure ............................................................................................................ 54
Article	5 REPRESENTATIONS AND WARRANTIES OF SUBCO ..................................... 55
5.1	Incorporation and Organization .................................................................................. 55
5.2	Capitalization .............................................................................................................. 55
5.3	Authority and No Violation ........................................................................................ 55
Article	6 NON-WAIVER, DISCLOSURE LETTERS AND SURVIVAL .............................. 56
6.1	Non-Waiver ................................................................................................................ 56
6.2	Disclosure Letters ....................................................................................................... 56
6.3	Survival ....................................................................................................................... 56
Article	7 COVENANTS ........................................................................................................... 56
7.1	Covenants of Cardero Regarding the Conduct of Business ....................................... 56
7.2	Covenants of World Copper Regarding the Conduct of Business ............................. 60
7.3	Covenants of Subco Regarding the Conduct of Business .......................................... 61
7.4	Mutual Covenants Regarding the Arrangement ......................................................... 62
7.5	Additional Covenants of Cardero Regarding the Arrangement ................................. 63
7.6	Additional Covenants of World Copper Regarding the Arrangement ....................... 63
7.7	Access to Information ................................................................................................. 64
Article	8 ADDITIONAL COVENANTS REGARDING NON-SOLICITATION .................. 64
8.1	Non-Solicitation.......................................................................................................... 64
8.2	Notice of Acquisition Proposals ................................................................................. 65
8.3	Responding to an Acquisition Proposal...................................................................... 66
8.4	Right to Match ............................................................................................................ 66
Article	9 CONDITIONS ........................................................................................................... 68
9.1	Mutual Conditions Precedent ..................................................................................... 68
9.2	Additional Conditions Precedent to the Obligations of World Copper and Subco .... 69
9.3	Additional Conditions Precedent to the Obligations of Cardero ................................ 71
9.4	Notice and Cure Provisions ........................................................................................ 72
9.5	Satisfaction of Conditions .......................................................................................... 73
Article	10 TERM AND TERMINATION ................................................................................ 73
10.1	Term............................................................................................................................ 73
10.2	Termination ................................................................................................................ 73
10.3	Termination Payment ................................................................................................. 75
10.4	Liquidated Damages ................................................................................................... 76
10.5	Effects of Termination Payment or Expense Reimbursement .................................... 76

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Article	11 GENERAL ............................................................................................................... 76
11.1	Privacy Matters ........................................................................................................... 76
11.2	Notices ........................................................................................................................ 77
11.3	Amendment ................................................................................................................ 78
11.4	Entire Agreement ........................................................................................................ 79
11.5	Assignment ................................................................................................................. 79
11.6	Enurement ................................................................................................................... 79
11.7	Further Assurances ..................................................................................................... 79
11.8	No Personal Liability .................................................................................................. 79
11.9	Severability ................................................................................................................. 79
11.10	Mutual Interest ............................................................................................................ 79
11.11	Governing Law and Attornment ................................................................................. 80
11.12	Injunctive Relief ......................................................................................................... 80
11.13	Time of Essence .......................................................................................................... 80
11.14	Third Party Beneficiaries ............................................................................................ 80
11.15	Disclosure ................................................................................................................... 80
11.16	Expenses ..................................................................................................................... 80
11.17	Counterparts................................................................................................................. 81

Schedule A - Plan of Arrangement Schedule B - Arrangement Resolution Schedule C - Cardero Material Properties Schedule D - World Copper Material Properties

LC317056-1

ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT is dated as of the 17th day of September, 2021.

AMONG:

WORLD COPPER LTD. , a corporation incorporated under the laws of the Province of British Columbia

(" World Copper ")

AND:

CARDERO RESOURCE CORP. , a corporation incorporated under the laws of the Province of British Columbia

(" Cardero ")

AND:

1302172 B.C. LTD. , a corporation incorporated under the laws of the Province of British Columbia

(" Subco ")

WHEREAS:

A. World Copper, Cardero and Subco propose to effect a business combination by way of plan of arrangement under the provisions of the BCBCA (as defined herein) whereby Cardero and Subco will amalgamate and continue as one corporation and the former holders of Cardero Shares (as defined herein) will receive World Copper Shares (as defined herein), in accordance with the terms and conditions hereof;
B. The World Copper Board (as defined herein) has unanimously (i) determined that the transactions contemplated by this Agreement are in the best interests of World Copper and the World Copper Shareholders (as defined herein); and (ii) approved this Agreement and the transactions contemplated hereby;
C. The Cardero Board (as defined herein) has unanimously (i) determined that the business combination to be effected by way of the Plan of Arrangement (as defined herein) is in the best interests of Cardero and the Cardero Shareholders (as defined herein); (ii) approved this Agreement and the transactions contemplated hereby; and (iii) determined to recommend that the Cardero Shareholders vote in favour of the transactions contemplated by this Agreement;
D. The Parties (as defined herein) intend that the amalgamation of Cardero and Subco as described in the Plan of Arrangement will qualify for United States federal income tax purposes as a "reorganization" within the meaning of Section 368(a) of the U.S. Tax Code (as defined herein); and
E. The Parties intend that the issuance of the World Copper securities in exchange for Cardero securities will be exempt from the registration requirements of the U.S. Securities Act (as defined herein) pursuant to Section 3(a)(10) thereof and applicable U.S. state securities laws in reliance upon similar exemptions therefrom.

LC317056-1

NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the respective covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties covenant and agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement, unless there is something in the context or subject matter inconsistent therewith, the following defined terms have the meanings hereinafter set out:

(a) " Aboriginal Claim " means any claim, written assertion or demand, whether proven or unproven, made by any Aboriginal Group with respect to aboriginal title, aboriginal rights and treaty rights;
(b) " Aboriginal Group " includes any Indian band, first nation, Métis community or aboriginal group, tribal council, band council or other aboriginal organization, indigenous person or people, or any person or group asserting or otherwise claiming an aboriginal right (including aboriginal title) or any other aboriginal interest, and any person or group representing, or purporting to represent, any of the foregoing;
(c) " Acceptable Confidentiality Agreement " means any confidentiality agreement between the Receiving Party and a third party that: (i) is entered into in accordance with Section 8.3(a); (ii) contains confidentiality restrictions that are no less favourable to the Receiving Party than those set out in the [Redacted – confidential information] ; (iii) does not permit the third party to acquire any shares or other securities of the Receiving Party; (iv) contains a standstill provision that is no less restrictive than that in the [Redacted – confidential information] , and which (A) only permits the third party, either alone or jointly with others, to make an Acquisition Proposal to the board of directors of the Receiving Party that is not publicly announced; and (B) prohibits the third party from publicly proposing or announcing an Acquisition Proposal or its intention to make an Acquisition Proposal; and (v) does not limit or prohibit the Receiving Party from providing the other Party and its affiliates and Representatives with any information required to be given to them by the Receiving Party under Section 8.3(a);
(d) " Acquisition Proposal " means, with respect to World Copper or Cardero, other than the transactions contemplated by this Agreement and other than any transaction involving only a Party and/or one or more of its wholly-owned subsidiaries, any written or oral offer, proposal, expression of interest or inquiry to a Party or its shareholders from any person or group of persons (other than from the other Party or any of its subsidiaries) made after the date hereof relating to:
(i) any direct or indirect acquisition or sale (or lease, exchange, license, transfer or other arrangement having the same economic effect as a sale), whether in a single transaction or a series of related transactions, of: (A) assets of the Party and/or one or more of its subsidiaries that, individually or in the aggregate, constitute 20% or more of the consolidated assets of the Party and its subsidiaries or that contribute 20% or more of the consolidated revenue or net income of the Party and its subsidiaries; or (B) 20% or more of any class of outstanding voting or equity securities (or rights thereto) (and including securities convertible into or exercisable or exchangeable for voting or equity securities) of the Party or any one or more of its Subsidiaries that, individually or in the aggregate, constitute 20% of the consolidated assets of the Party and its subsidiaries or that contribute 20% or more of the consolidated revenue or net income of the Party and its Subsidiaries;

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(ii) any direct or indirect take-over bid, issuer bid, tender offer, exchange offer, treasury issuance or other transaction that, if consummated, would result in a person or group of persons acquiring beneficial ownership of 20% or more of any class of voting or equity securities of the Party (and including securities convertible into or exercisable or exchangeable for voting or equity securities);
(iii) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, joint venture, partnership, liquidation, dissolution or other similar transaction involving the Party or any one or more of its Subsidiaries that, individually or in the aggregate, constitute 20% or more of the consolidated assets of the Party and its Subsidiaries or that contribute 20% or more of the consolidated revenue of the Party and its Subsidiaries;
(iv) [Redacted – commercially sensitive information] ; or
(v) any other similar transactions involving the Party;
(e) " Action " means any action, cause of action, claim, demand, litigation, suit, investigation, grievance, citation, summons, subpoena, inquiry, audit, hearing, arbitration or other similar civil, criminal or regulatory proceeding, in law or in equity;
(f)
" affiliate " will have the meaning ascribed thereto in the BCBCA;
(g) " Agreement " means this arrangement agreement, as the same may be supplemented, restated or amended from time to time;
(h) " Amalgamation " has the meaning ascribed thereto in the Plan of Arrangement;
(i)
" Amalgamation Application " has the meaning ascribed thereto in the Plan of Arrangement;
(j) " Annual Financial Statements " means, as the case may be, the audited consolidated financial statements of Cardero as at and for the years ended October 31, 2020 and 2019, including the notes thereto and the auditors' report thereon, or the audited consolidated financial statements of World Copper as at and for the years ended December 31, 2020 and 2019, including the notes thereto and the auditors' report thereon;
(k)
" Anti-Corruption Laws " has the meaning ascribed thereto in Section 3.36;
(l) " Applicable Canadian Securities Laws ", in the context that refers to one or more persons, means, collectively, and as the context may require, the securities legislation of each of the provinces and territories of Canada, and the rules, regulations and policies published and/or promulgated thereunder, as such may be amended from time to time prior to the Effective Date that apply to such person or persons or its or their business, undertaking, property or securities and emanate from a person having jurisdiction over the person or persons or its or their business, undertaking, property or securities;
(m) " Applicable Laws " means with respect to any person, any Laws that are binding upon or applicable to such person, as amended unless expressly specified otherwise;
(n) " Arrangement " means the arrangement under Section 288 of the BCBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance this Agreement or the Plan of Arrangement or made at the direction of the Court in the Final Order with the consent of World Copper and Cardero, each acting reasonably;

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(o) " Arrangement Resolution " means the special resolution approving the Arrangement, substantially in the form and content of Schedule B to be considered, and if deemed advisable, passed with or without variation, by the Cardero Shareholders at the Cardero Meeting;
(p) " BCBCA " means the Business Corporations Act (British Columbia);
(q) " Business Day " means any day on which commercial banks are generally open for business in Vancouver, British Columbia other than a Saturday, a Sunday or a day observed as a holiday in Vancouver, British Columbia under the laws of the Province of British Columbia or the federal laws of Canada;
(r) " Cardero " means Cardero Resource Corp., a corporation existing under the laws of the Province of British Columbia;
(s) " Cardero Benefit Plan " means any benefit or compensation plan, program, policy, practice, agreement, Contract, arrangement or other obligation, whether or not funded, which is sponsored or maintained by, or required to be contributed to, or with respect to which any potential liability is borne, by Cardero or any Cardero Subsidiary with respect to respective present and former officers and employees and includes: (i) employment, consulting, retirement, severance, termination or change in control agreements; and (ii) deferred compensation, equity-based, incentive, bonus, supplemental retirement, profit sharing, pension, insurance, medical, welfare, fringe or other material benefits or remuneration of any kind, including the Cardero Option Plan;
(t) " Cardero Board " means the board of directors of Cardero;
(u) " Cardero Board Recommendation " has the meaning ascribed thereto in Section 2.4(g)(ii);
(v) " Cardero Circular " means the notice of the Cardero Meeting, and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such information circular, to be sent to the Cardero Shareholders in connection with the Cardero Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement;
(w) " Cardero Data Room " means the documents and materials made available to World Copper in the electronic data room established by Cardero as in effect prior to the Data Room Cut-Off Time;
(x) " Cardero Delisting " means the delisting of the Cardero Shares from the TSXV following the completion of the Arrangement;
(y) " Cardero Disclosure Letter " means the disclosure letter executed by Cardero and delivered to, and acknowledged and accepted by, World Copper prior to the execution of this Agreement;
(z) " Cardero Fairness Opinion " means the opinion of Evans & Evans, Inc. to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications set out therein, the Consideration is fair, from a financial point of view, to the Cardero Shareholders;
(aa) " Cardero Information Record " means any annual information form, press release, material change report, information circular, financial statement, management's discussion and analysis or other document of Cardero which has been publicly filed by Cardero on SEDAR since August 1, 2019;
(bb) " Cardero Licences " has the meaning ascribed thereto in Section 3.30;

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(cc) " Cardero Material Properties " means, collectively, the (i) 96 patented mineral claims; (ii) 185 unpatented mineral claims; (iii) certain parcels acquired from the State of Arizona and referred to as the State Purchase Claims; (iv) 45 mineral claims comprising the Silver Queen property; and (v) 2 patented mineral claims comprising the Bragg Estate, as more particularly set out in Schedule C;
(dd) " Cardero Meeting " means the special meeting of the Cardero Shareholders, including any adjournment or postponement thereof, called and held in accordance with the Interim Order for the purpose of approving the Arrangement Resolution and, if required by the TSXV, the Kopple Royalty Option and the Kopple Bonus Warrant Issuance, and for any other purpose as may be set out in the Cardero Circular and agreed to by World Copper and Cardero;
(ee) " Cardero Option Plan " means the stock option plan of Cardero, as last approved by the Cardero Shareholders on October 29, 2020;
(ff) " Cardero Options " means the options to purchase Cardero Shares issued pursuant to the Cardero Option Plan or any predecessor option plan, as described in the Cardero Disclosure Letter;
(gg) " Cardero Shareholder " means a registered and/or beneficial holder of Cardero Shares, as the context requires;
(hh) " Cardero Shareholder Approval " has the meaning ascribed thereto in Section 2.3(b);
(ii) " Cardero Shares " means common shares without par value in the capital of Cardero;
(jj) " Cardero Subsidiaries " means Cardero Copper (USA) Ltd., Cardero Hierro Del Peru S.A.C., Cerro Colorado Development Ltd. and Compania Minera Cardero Chile Limitada;
(kk) " Cardero Technical Report " has the meaning ascribed thereto in Section 3.17;
(ll) " Cardero Termination Payment Event " has the meaning ascribed thereto in Section 10.3(c);
(mm) " Cardero Warrantholder " means a holder of one or more Cardero Warrants;
(nn) " Cardero Warrants " means the common share purchase warrants and broker warrants to purchase Cardero Shares, as described in the Cardero Disclosure Letter;
(oo) " Certificate of Amalgamation " has the meaning ascribed thereto in the Plan of Arrangement;
(pp) " Change in Recommendation " means:
(i) the Cardero Board fails to publicly recommend or has withdrawn, qualified or modified or Cardero or the Cardero Board, or any committee thereof, will have changed in a manner adverse to World Copper its recommendation to approve the Arrangement (it being understood that failing to affirm the recommendation of the Cardero Board to approve the Arrangement within three (3) Business Days after an Acquisition Proposal has been publicly announced and, in circumstances where no Acquisition Proposal has been made, within three (3) Business Days of being requested to do so by World Copper, will be considered a Change in Recommendation); or
(ii) the Cardero Board makes any public announcement or takes any other action inconsistent with, or that could reasonably be likely to be regarded as detracting from, the recommendation of the Cardero Board to approve the Arrangement and the transactions contemplated herein;

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(qq) [Redacted – confidential information] ;
(rr) " Consideration " means the consideration to be received pursuant to the Plan of Arrangement in respect of each Cardero Share that is issued and outstanding immediately prior to the Effective Time, consisting of a portion of a World Copper Share calculated using the Exchange Ratio;
(ss) " Consideration Shares " means the World Copper Shares to be issued in exchange for Cardero Shares pursuant to the Arrangement;
(tt) " Contract " means any written binding agreement, arrangement, commitment, engagement, contract, franchise, license, lease, obligation, note, bond, mortgage, indenture, undertaking, joint venture or other obligation;
(uu) " control ", with respect to the control by a person of a second person, means:
(i) the person, directly or indirectly, beneficially owns or exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the person to elect a majority of the directors of the second person, unless the person beneficially owns or exercises control or direction over voting securities only to secure an obligation,
(ii) the second person is a partnership, the person beneficially owns or exercises control or direction over more than 50% of the interests in the partnership, or
(iii) the second person is a limited partnership, the person is the general partner of the limited partnership or the control person of the general partner;
(vv) " Court " means the Supreme Court of British Columbia;
(ww) " COVID-19 " means the coronavirus disease 2019, caused by the severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2) and/or any evolutions thereof or any other virus or disease developing from or arising as a result of SARS-CoV-2 and/or COVID-19;
(xx) " COVID-19 Measures " means any action required to be taken by a Party as a result of, or related to, COVID-19, to the extent required by Applicable Laws;
(yy) "Data Room Cut-off Time " means 11:59 p.m. on September 16, 2021;
(zz) " Debt Instrument " means any bond, debenture, mortgage, promissory note or other instrument evidencing indebtedness for borrowed money;
(aaa) " Disclosed Personal Information " has the meaning ascribed thereto in Section 11.1(b);
(bbb) " Dissent Rights " means the rights of dissent of Cardero Shareholders in respect of the Arrangement described in the Plan of Arrangement;
(ccc) " Effective Date " means the date the Arrangement completes, as determined in accordance with Section 2.11;
(ddd) " Effective Time " means the time when the transactions contemplated herein will be deemed to have been completed, which will be 12:01 a.m. on the Effective Date or such other time as the Parties agree to in writing before the Effective Date;
(eee) " Employee Benefits " means:

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(i) salaries, wages, bonuses, vacation entitlements, commissions, fees, stock option plans, stock purchase plans, incentive plans, deferred compensation plans, profit-sharing plans and other similar benefits, plans or arrangements;
(ii) insurance, health, welfare, drug, disability, pension, retirement, travel, hospitalization, medical, dental, legal counseling, eye care and other similar benefits, plans or arrangements; and
(iii) agreements or arrangements with any labour union or employee association, written or oral employment agreements or arrangements and agreements or arrangements for the retention of the services of independent contractors, consultants or advisors;
(fff) " Encumbrance " means any mortgage, charge, easement, encroachment, lien, burden, assignment by way of security, security interest, servitude, pledge, hypothecation, conditional sale agreement, security agreement, title retention agreement, financing statement, option, right of pre-emption, right of first refusal or right of first offer, privilege, obligation to assign, licence, sublicence trust, royalty, carried, working, participation or net profits interest or other third party interest or other encumbrance or any agreement, option, right or privilege capable of becoming any of the foregoing;
(ggg) " Environmental Laws " means all Applicable Laws relating to pollution or the protection and preservation of the environment, occupational health and safety, product safety, product liability or Hazardous Substances, including Laws relating to Releases or threatened Releases of Hazardous Substances into the indoor or outdoor environment (including ambient air, surface water, groundwater, land, surface and subsurface strata) or otherwise relating to the manufacture;
(hhh) " Environmental Permits " includes all permits, licenses, authorizations or program participation requirements with or from any Governmental Entity under any Environmental Laws;
(iii) " Exchange Ratio " has the meaning ascribed thereto in the Plan of Arrangement;
(jjj) " Financial Statements " means the Annual Financial Statements and the Interim Financial Statements;
(kkk) " Final Order " means the order of the Court in a form acceptable to World Copper and Cardero, each acting reasonably, approving the Arrangement under Section 291 of the BCBCA, as such order may be affirmed, amended, modified, supplemented or varied by the Court with the consent of World Copper and Cardero, each acting reasonably, at any time prior to the Effective Date;
(lll) " Governmental Entity " means: (i) any international, multinational, national, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public body, authority or department, central bank, court, tribunal, arbitral body, commission, board, bureau, commissioner, ministry, governor in council, agency or instrumentality, domestic or foreign; (ii) any subdivision or authority of any of the above; (iii) any quasi-governmental, administrative or private body, including any tribunal, commission, committee, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (iv) any stock exchange;
(mmm) " Hazardous Substance " means, collectively, any contaminant, toxic substance, dangerous goods, or pollutant or any other substance the Release of which to the natural environment is likely to cause, at some immediate or future time, material harm or degradation to the natural environment or material risk to human health, including: (i) any petroleum substances, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls,

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and radon gas; (ii) any chemicals, materials or substances defined under Environmental Laws as or included in the definition of "hazardous substances", "hazardous wastes", "hazardous materials", "restricted hazardous materials", "extremely hazardous substances", "toxic substances", "contaminants" or "pollutants" or words of similar meaning and regulatory effect; or (iii) any other chemical, material or substance, exposure to which is prohibited, limited, or regulated by any Environmental Law;

(nnn) " IFRS " means International Financial Reporting Standards as incorporated in the Handbook of the Canadian Institute of Chartered Accountants and as issued by the International Accounting Standards Board, at the relevant time applied on a consistent basis;
(ooo) " Income Tax Act " means the Income Tax Act (Canada);
(ppp) " Interim Order " means the interim order of the Court pursuant to Section 291 of the BCBCA in a form acceptable to World Copper and Cardero, each acting reasonably, providing for, among other things, the calling and holding of the Cardero Meeting, as such order may be amended, modified, supplemented or varied by the Court with the consent of World Copper and Cardero, each acting reasonably, at any time prior to the Final Order or, if appealed, then unless such appeal is withdrawn or denied, as affirmed or amended on appeal;
(qqq) " Interested Person " means, in respect of Cardero, any officer, director, shareholder, employee, consultant or advisor (excluding legal counsel, accountants, financial and other third party professional advisors of Cardero or any Cardero Subsidiary in connection with this Agreement and the transactions contemplated herein) of or to Cardero, any Cardero Subsidiary or any person with which Cardero, any Cardero Subsidiary or any of the foregoing does not deal at arm's length within the meaning of the Tax Act (including a spouse, parent, child or sibling of any such person);
(rrr) " Interim Financial Statements " means, as the case may be, the unaudited consolidated financial statements of Cardero as at and for the six months ended April 30, 2021 and 2020, including the notes thereto, or the unaudited consolidated financial statements of World Copper as at and for the three months ended March 31, 2021 and 2020, including the notes thereto;
(sss) " Kopple Accrued Dividends " means the accrued dividends on the preferred shares in the capital of Cardero previously held by the Kopple Entities in the amount set out in Section 1.1(sss) of the Cardero Disclosure Letter;
(ttt) " Kopple Bonus Warrant Issuance " means the issuance of an aggregate amount of up to 15,324,533 Kopple Bonus Warrants (each of which Cardero Warrants will be exercisable to purchase one (1) Cardero Share until the earlier of (i) the expiry date prescribed by TSXV policies; (ii) the first anniversary of the date of issuance; and (iii) the closing of the World Copper Financing), pursuant to TSXV Policy 5.1 Loans, Loan Bonuses, Finder's Fees and Commissions in connection with the Kopple Loan Extension;
(uuu) " Kopple Entities " means, collectively, Robert Kopple and any persons controlled by him;
(vvv) " Kopple Loan Extension " means the consolidation and extension of the maturity dates and time for repayment of the outstanding principal amount and accrued interest thereon under certain of the Kopple Loans, as well as the reduction in the interest rates payable thereon from 12% to 8%, as set out in Section 1.1(vvv) of the Cardero Disclosure Letter;
(www) " Kopple Loans " means the currently outstanding loans made by the Kopple Entities in the dates and in the principal amounts and with the interest rates set out in Section 1.1(www) of the Cardero Disclosure Letter, as amended from time to time;

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(xxx) " Kopple Royalty Option " means an option to be granted by World Copper, upon the completion of the Arrangement, to a member of the Kopple Entities (the " Royalty Holder ") to acquire a 1% net smelter returns royalty (the " Kopple Royalty ") on the Zonia copper oxide deposit located in Arizona, with the following terms:

" Option Exercise Amount " means:

(81,233,183 – total number of Kopple Warrants) / 4.8) X $0.1821

" Royalty Buyout Amount " means:

(81,233,183 – total number of Kopple Warrants) / 4.8) X Volume Weighted Average Offering Price

" Volume Weighted Average Offering Price " means: The volume weighted average of all private placements conducted by World Copper that comprise the World Copper Financing

The Kopple Royalty Option may be exercised by the Royalty Holder, in its sole discretion, by paying to World Copper the Option Exercise Amount. At the election of World Copper or the Royalty Holder, 100% of the Kopple Royalty will be bought-out by World Copper from the Royalty Holder for a purchase price equal to the Royalty Buyout Amount, payable in World Copper Shares, each issued at a deemed price equal to the Volume Weighted Average Offering Price;

(yyy) " Kopple Securities " means, from time to time, all Cardero Shares (and securities convertible into or exchangeable or exercisable for Cardero Shares) and World Copper Shares (and securities convertible into or exchangeable or exercisable for World Copper Shares) held by the Kopple Entities;
(zzz) " Kopple Warrants " means an aggregate of up to 44,123,011 warrants held by the Kopple Entities immediately prior to the Effective Time, subject to adjustment as provided by the Plan of Arrangement, each exercisable to purchase one (1) Cardero Share at exercise prices ranging from $0.05 to $0.10.;
(aaaa) " Laws " means any and all laws (statutory, common or otherwise), statutes, regulations, statutory rules, regulatory instruments, orders, injunctions, judgments, published policies and guidelines (to the extent that they have the force of law), and terms and conditions of any grant of approval, permission, authority or licence of any Governmental Entity, statutory body or self-regulatory authority;
(bbbb) " Leased Property " means all the right, title and interest of Cardero in and to the subject matter (whether realty or personally) of the Leases;
(cccc) " Leases " means the real or personal property leases or subleases, or other rights of occupancy relating to real property, which Cardero is a party to or bound by or subject to, including those set out in Section 3.21(a) of the Cardero Disclosure Letter;
(dddd) " Letter Agreement " means the letter agreement dated April 13, 2021 between Cardero and World Copper, as amended pursuant to amendments dated June 4, 2021, June 25, 2021, July 30, 2021 and August 31, 2021;
(eeee) " Mailing Deadline " means, subject to Section 2.4(b), October 15, 2021 unless otherwise agreed by the Parties;

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(ffff) " Matching Period " has the meaning ascribed thereto in Section 8.4(a)(iv);
(gggg) " Material Adverse Change ", when used in connection with World Copper or Cardero, means:
(i) any change, effect, development, event or occurrence that, individually or in the aggregate, prevents, or would reasonably be expected to prevent such Party from performing its material obligations under this Agreement in any material respect prior to the Outside Date; or
(ii) any change, effect, development, event or occurrence that, individually or in the aggregate, is, or would reasonably be expected to be, material and adverse to the business, properties, assets, operations, condition, affairs, liabilities (contingent or otherwise), obligations (whether absolute, conditional or otherwise) or prospects of such Party and its subsidiaries taken as a whole, other than any change, effect, development, event or occurrence:
- (A) relating to the announcement of the execution of this Agreement or relating to the Arrangement or other transactions contemplated by this Agreement;
- (B) relating to a decrease in the market price of such Party's common shares on any stock exchange (it being understood that, if the cause or causes of any decrease, in and of itself or themselves, is otherwise a Material Adverse Change, then such decrease may be taken into consideration when determining whether a Material Adverse Change has occurred);
- (C) affecting the worldwide copper mining industry in general, including any changes in the market price of copper;
- (D) any change in global, national or regional political conditions (including strikes, lockouts, riots or facility takeover for emergency purposes), economic, business, banking, regulatory, currency exchange, interest rate, inflationary conditions or financial, capital or commodity market conditions, in each case whether national or global;
- (E) any act of terrorism or any outbreak of hostilities or declared or undeclared war, or any escalation or worsening of such acts of terrorism, hostilities or war;
- (F) any epidemics, pandemics or disease outbreak or other public health condition (including COVID-19), earthquakes, volcanoes, tsunamis, hurricanes, tornados or other natural disasters or acts of God;
- (G) relating to any generally applicable change in Applicable Laws (other than orders, judgments or decrees against a Party or a subsidiary of a Party) or in IFRS, in each case, to the extent necessary; or
- (H) relating to any action taken by World Copper or Cardero at the request of the other or that is required or contemplated by this Agreement;

provided, however, that the effect referred to in clauses (C) through (G) above does not primarily relate to (or have the effect of primarily relating to) the Party and the Party's subsidiaries, taken as a whole, or disproportionately adversely affect the Party and the Party's subsidiaries, taken as a whole, compared with other companies of a similar size operating in the industry and jurisdiction in which that Party and that Party's subsidiaries operate;

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(hhhh) " Material Adverse Effect ", when used in connection with World Copper or Cardero, means any change, effect, development, event or occurrence that has an effect that is, or would reasonably be expected to cause, a Material Adverse Change with respect to such Party and its subsidiaries taken as a whole;
(iiii) " Material Contracts " means, in the case of Cardero, the Contracts and other commitments set out in Section 3.23 of the Cardero Disclosure Letter, and in the case of World Copper, the Contracts and other commitments set out in Section 4.16 of the World Copper Disclosure Letter;
(jjjj) " Meeting Deadline " means, subject to terms of this Agreement, with respect to the Cardero Meeting, November 30, 2021, unless otherwise agreed by the Parties;
(kkkk) " MI 61-101 " means Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ;
(llll) " Mineral Rights " means all rights, whether contractual or otherwise, for the exploration for or exploitation or extraction of mineral resources and reserves together with surface rights, water rights, royalty interests, fee interests, net profit interests, joint venture interests, carried interests and other leases, rights of way and enurements related to any such rights;
(mmmm) " NI 43-101 " means National Instrument 43-101 Standards of Disclosure for Mineral Projects ;
(nnnn) " NI 62-104 " means National Instrument 62-104 – Take-Over Bids and Insider Bids ;
(oooo) " Outside Date " means the latest date by which the transactions contemplated by this Agreement are to be completed, which date, subject to the terms of this Agreement, will be December 31, 2021 or such later date as may be agreed upon by the Parties;
(pppp) " Parties " means, collectively, World Copper, Cardero and Subco, and " Party " means any one of them;
(qqqq) " person " includes any individual, partnership, limited partnership, association, body corporate, corporation, company, organization, joint venture, trust, estate, trustee, executor, administrator, legal representative, government (including a Governmental Entity), syndicate or other entity;
(rrrr) " Personal Information " has the meaning ascribed thereto in Section 11.1(a)(ii);
(ssss) " Plan of Arrangement " means the plan of arrangement substantially in the form and content of Schedule A and any amendments or variations thereto made in accordance with this Agreement or the Plan of Arrangement or made at the direction of the Court in the Final Order with the consent of World Copper and Cardero, acting reasonably;
(tttt) " Pre-Closing Period " has the meaning ascribed thereto in Section 7.1(a);
(uuuu) " Privacy Laws " has the meaning ascribed thereto in Section 11.1(a)(i);
(vvvv) " Receiving Party " has the meaning ascribed thereto in Section 8.4(a);
(wwww) " Registrar " means the Registrar of Corporations appointed pursuant to Section 400 of the BCBCA;
(xxxx) " Regulatory Approvals " means those sanctions, rulings, consents, orders, exemptions, permits and other approvals (including the waiver or lapse, without objection, of a prescribed time under a

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statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of a notice without an objection being made) of Governmental Entities required in connection with the consummation of the Arrangement or any of the transactions contemplated hereby;

(yyyy) " Release " means any release, spill, emission, discharge, leaking, pumping, dumping, escape, injection, deposit, disposal, discharge, dispersal, leaching or migration of Hazardous Substances into the indoor or outdoor environment (including, ambient air, surface water, ground water, and surface or subsurface strata) or into or out of any property, including the movement of Hazardous Substances through or in the air, soil, surface water, ground water or property;
(zzzz) " Representatives " means, collectively, with respect to a Party, the officers, directors, employees, consultants, advisors, agents or other representatives (including lawyers, accountants, investment bankers and financial advisors) of that Party and its affiliates;
(aaaaa) " Section 3(a)(10) Exemption " has the meaning ascribed thereto in Section 2.10;
(bbbbb) " Securities Authority " means the British Columbia Securities Commission and any other applicable securities commission or securities regulatory authority of a province or territory of Canada;
(ccccc) " Securities Laws " means the Securities Act (British Columbia), U.S. Securities Laws and any other applicable Canadian provincial and territorial or United States securities Laws;
(ddddd) " SEDAR " means the System for Electronic Disclosure Analysis and Retrieval;
(eeeee) " Straddle Period " means a taxable period that includes, but does not end on, the date of the Effective Time;
(fffff) " Subco " means 1302172 B.C. Ltd., a corporation existing under the laws of the Province of British Columbia;
(ggggg) " Subco Shares " means common shares in the capital of Subco;
(hhhhh) " subsidiary " has the meaning set out in the BCBCA and includes, for greater certainty, an indirect subsidiary;
(iiiii) " Superior Proposal " means an unsolicited bona fide written Acquisition Proposal from a person who is an arm's length third party, made after the date of this Agreement:
(i) to acquire not less than all of the outstanding shares of the Receiving Party (other than the shares beneficially owned by the person or persons making such Acquisition Proposal), or all or substantially all of the assets of the Receiving Party and its Subsidiaries on a consolidated basis;
(ii) that complies with Securities Laws and did not result from or involve a breach of Section 8.1 or any agreement between the person making such Acquisition Proposal and the Receiving Party;
(iii) that is not subject to any financing condition and in respect of which it has been demonstrated to the satisfaction of the board of directors of the Receiving Party, acting in good faith (after receipt of advice from its financial advisors and its outside legal counsel)

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that adequate arrangements have been made in respect of any financing required to complete such Acquisition Proposal;

(iv) that is not subject to any due diligence and/or access condition;
(v) that is reasonably capable of being completed without undue delay, taking into account all legal, financial, regulatory and other aspects of such Acquisition Proposal and the person or group of persons making such proposal; and
(vi) in respect of which the board of directors of the Receiving Party and any relevant committee thereof determines, in good faith after consultation with its legal counsel and financial advisor(s) and after taking into account all the terms and conditions of the Acquisition Proposal, including all legal, financial, regulatory and other aspects of such Acquisition Proposal and the person or group of persons making such Acquisition Proposal, would, if consummated in accordance with its terms and without assuming away the risk of non-completion, result in a transaction more favourable to the holders of the Receiving Party's common shares, from a financial point of view, than the Arrangement (including after considering any proposal to adjust the terms and conditions of the Arrangement as contemplated by Section 8.4(b));
(jjjjj) " Superior Proposal Notice " has the meaning ascribed thereto in Section 8.4(a)(ii);
(kkkkk) " Tax Returns " means all returns, declarations, reports, information returns and statements required to be filed with any taxing authority relating to Taxes;
(lllll) " Taxes " means, with respect to any entity, all income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all capital taxes, gross receipts taxes, environmental taxes, sales taxes, use taxes, ad valorem taxes, value added taxes, transfer taxes, franchise taxes, licence taxes, withholding taxes, payroll taxes, employment taxes, Canada Pension Plan premiums, excise, severance, social security premiums, workers' compensation premiums, employment insurance or compensation premiums, stamp taxes, occupation taxes, premium taxes, property taxes, production taxes, severance taxes, windfall profits taxes, alternative or add-on minimum taxes, goods and services tax, customs duties, mining duties or other taxes, fees, imports, assessments or charges of any kind whatsoever, together with any interest and any penalties or additional amounts imposed by any taxing authority (domestic or foreign) on such entity, and any interest, penalties, additional taxes and additions to tax imposed with respect to the foregoing;
(mmmmm) " Termination Payment " means an amount of $250,000 payable by Cardero or World Copper to the other in certain circumstances in accordance with Section 10.3;

(nnnnn) " Tribunal " means

(i) any court (including a court of equity);
(ii) any federal, provincial, state, county, municipal or other government or governmental department, ministry, commission, board, bureau, agency or instrumentality;
(iii) any securities commission, Canadian or U.S. stock exchange or other regulatory or selfregulatory body; and
(iv) any arbitrator or arbitration tribunal;

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(ooooo) " TSXV " means the TSX Venture Exchange;

(ppppp) " TSXV Acceptances " means, as required under TSXV rules and policies, conditional TSXV acceptance:

(i) to list the Consideration Shares and any World Copper Shares issuable upon (A) the exercise of World Copper Replacement Warrants; and (B) the buy-out of the Kopple Royalty;
(ii) the Cardero Delisting;
(iii) the Kopple Loan Extension;
(iv) the Kopple Bonus Warrant Issuance;
(v) the Kopple Royalty Option; and
(vi) the Arrangement,

in each case subject only to customary TSXV conditions;

(qqqqq) " U.S. Exchange Act " means the United States Securities Exchange Act of 1934, as amended;

(rrrrr) " U.S. Securities Act " means the United States Securities Act of 1933, as amended;

(sssss) " U.S. Securities Laws " means the U.S. Securities Act, the U.S. Exchange Act and all other applicable state securities Laws and the rules and regulations promulgated thereunder;
(ttttt) " U.S. Tax Code " means the United States Internal Revenue Code of 1986, as amended;
(uuuuu) " United States " or " U.S. " means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;
(vvvvv) " World Copper " means World Copper Ltd., a corporation existing under the laws of the Province of British Columbia;

(wwwww) " World Copper Board " means the board of directors of World Copper;

(xxxxx) " World Copper Data Room " means the documents and materials made available to Cardero in the electronic data room established by World Copperas in effect prior to the Data Room Cut-Off Time, an index of which is contained in the World Copper Disclosure Letter;
(yyyyy) " World Copper Disclosure Letter " means the disclosure letter executed by World Copper and delivered to, and acknowledged and accepted by, Cardero prior to the execution of this Agreement;
(zzzzz) " World Copper Financing " means one or more brokered and/or non-brokered private placements by World Copper conducted during the period commencing on the date of the Letter Agreement and ending on the first anniversary of the Effective Date, of World Copper Shares, securities convertible into or exchangeable or exercisable for World Copper Shares for aggregate gross proceeds of at least $8,592,133, on such other terms as determined by World Copper in its sole discretion;

(aaaaaa) " World Copper Information Record " means any annual information form, press release, material change report, information circular, financial statement, management's discussion and

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analysis or other document of World Copper which has been publicly filed by World Copper on SEDAR since August 1, 2019;

(bbbbbb) " World Copper Licences " has the meaning ascribed thereto in Section 4.22;
(cccccc) " World Copper Material Properties " means the Mineral Rights to the Escalones project, as more particularly set out in Schedule D;
(dddddd) " World Copper Options " means the options to purchase World Copper Shares issued pursuant to the World Copper Option Plan or any predecessor option plan, as described in the World Copper Disclosure Letter;
(eeeeee) " World Copper Option Plan " means the stock option plan of World Copper, as approved by the World Copper Shareholders on May 14, 2021;
(ffffff) " World Copper Replacement Warrant " has the meaning the meaning ascribed thereto in the Plan of Arrangement;
(gggggg) " World Copper Shareholder " means a registered and/or beneficial holder of World Copper Shares, as the context requires;
(hhhhhh) " World Copper Shares " means common shares without par value in the capital of World Copper;
(iiiiii) " World Copper Subsidiaries " means SASC Metallurgy Corp., Escalones Copper Corp., TriMetals Mining Chile SCM, Wealth Copper Chile SpA and Subco;
(jjjjjj) " World Copper Technical Report " has the meaning ascribed thereto in Section 4.14;
(kkkkkk) " World Copper Termination Payment Event " has the meaning ascribed thereto in Section 10.3(d); and
(llllll) " World Copper Warrants " means the warrants and finder warrants to purchase World Copper Shares, as described in the World Copper Disclosure Letter.

1.2 Interpretation Not Affected by Headings, etc.

The division of this Agreement into Articles, Sections and other portions and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation hereof. Unless otherwise indicated, all references in this Agreement to an "Article" or "Section" followed by a number and/or a letter refer to the specified Article or Section of this Agreement, and all references in this Agreement to a "Schedule" followed by a letter refer to the specified Schedule to this Agreement. Unless otherwise indicated, the terms "this Agreement", "hereof", "herein", "hereunder" and "hereby" and similar expressions refer to this Agreement (including the Schedules hereto), as amended or supplemented from time to time pursuant to the applicable provisions hereof, and not to any particular section or other portion hereof.

1.3 Number, etc.

Unless the context otherwise requires, words importing the singular will include the plural and vice versa and words importing any gender will include all genders.

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1.4 Date for Any Action

If any date on which any action is required to be taken hereunder by any of the Parties is not a Business Day and a business day in the place where an action is required to be taken, such action is required to be taken on the next succeeding day which is a Business Day and a business day, as applicable, in such place.

1.5 Time References

References to time are to local time, Vancouver, British Columbia.

1.6 Subsidiaries

To the extent any covenants or agreements relate, directly or indirectly, to a subsidiary of Cardero or World Copper or, each such provision will be construed as a covenant by Cardero or World Copper, as applicable, to cause (to the fullest extent to which it is legally capable) such subsidiary to perform the required action.

1.7 Consent

If any provision requires approval or consent of a Party and such approval or consent is not delivered within the specified time limit, the Party whose consent or approval is required will be conclusively deemed to have withheld its approval or consent.

1.8 Currency

Unless otherwise stated, all sums of money which are referred to in this Agreement are expressed in lawful money of Canada.

1.9 Accounting Matters

Unless otherwise indicated, all accounting terms used in this Agreement will have the meanings attributable thereto under IFRS and all determinations of an accounting nature required to be made will be made in a manner consistent with IFRS and past practice.

1.10 Construction

In this Agreement, unless otherwise indicated:

(a) the word "or" is not exclusive and the words "include", "including" or "in particular", when following any general term or statement, will not be construed as limiting the general term or statement to the specific items or matters set out or to similar items or matters, but rather as permitting the general term or statement to refer to all other items or matters that could reasonably fall within the broadest possible scope of the general term or statement;
(b) a reference to a statute means that statute, as amended and in effect as of the date of this Agreement, and includes each and every regulation and rule made thereunder and in effect as of the date hereof; and
(c) where a word, term or phrase is defined, its derivatives or other grammatical forms have a corresponding meaning.

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1.11 Knowledge

In this Agreement, whenever a representation or warranty is made on the basis of the knowledge or awareness of a Party, such knowledge or awareness consists only of the actual collective knowledge or awareness, as of the Agreement Date, of the senior officers of such Party, in their capacity as senior officers of such Party and not in their personal capacity and without personal liability, but does not include the knowledge or awareness of any other individual or any constructive, implied or imputed knowledge; provided that the Party making the representation and warranty will have conducted a reasonable investigation as to the subject matter relating thereto and the level of such investigation will be that of a reasonably prudent person investigating a material consideration in the context of a material transaction and the use of such phrase will constitute a representation and warranty by the Party making the representation and warranty in each case that such investigation has actually been made.

1.12 Ordinary Course of Business

In this Agreement the phrase "in the ordinary course of business" or "ordinary course" and similar expressions will, as applicable, mean, with respect to an action taken by any person, that such action is substantially consistent in nature and scope with the past practices of such person and is taken in the normal day-to-day operations of the business of such person and, in any case, is not unreasonable or unusual in the circumstances when considered in the context of the provisions of this Agreement, and for greater certainty, including all COVID-19 Measures.

1.13 Disclosure in Writing

Reference to disclosure in writing herein will, in the case of World Copper, be limited to the disclosures made by World Copper in the World Copper Disclosure Letter, and in the case of Cardero, be limited to the disclosures made by Cardero in the Cardero Disclosure Letter. The Parties acknowledge and agree that notwithstanding that information may be provided in the World Copper Disclosure Letter or the Cardero Disclosure Letter under one particular heading of this Agreement that information will be considered to qualify any other relevant representation in or provide information in respect of any other relevant provision of this Agreement to the extent it is reasonably apparent that such information is applicable to such other provision of the Agreement and such representation is so qualified by a reference to disclosure in writing.

1.14 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).

1.15 Incorporation of Schedules

The following Schedules are annexed to this Agreement and are hereby incorporated by reference into the Agreement and form an integral part hereof:

Schedule A	-	Plan of Arrangement
Schedule B	-	Arrangement Resolution
Schedule C	-	Cardero Material Properties
Schedule D	-	World Copper Material Properties

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ARTICLE 2 THE ARRANGEMENT

2.1 General

Subject to the terms and conditions of this Agreement, each of the Parties agrees to use its reasonable commercial efforts prior to the Effective Date to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or reasonably advisable to complete the transactions contemplated by this Agreement and the Arrangement.

2.2 Arrangement

The Parties agree that, at the Effective Time, the Arrangement will be implemented under the BCBCA in accordance with and subject to the satisfaction of the terms and conditions contained in this Agreement, the Interim Order, the Final Order and the Plan of Arrangement.

2.3 Interim Order

As soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the Cardero Meeting in accordance with Section 2.5, Cardero will apply to the Court in a manner acceptable to World Copper, acting reasonably, pursuant to the BCBCA and prepare, file and diligently pursue an application for the Interim Order, which will provide, among other things:

(a) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Cardero Meeting and for the manner in which such notice is to be provided;
(b) that the requisite approval for the Arrangement Resolution will be two-thirds of the votes cast on the Arrangement Resolution by the Cardero Shareholders present in person or represented by proxy at the Cardero Meeting, such that each Cardero Shareholder is entitled to one vote for each Cardero Share held, together with, if required by MI 61-101, minority approval in accordance with MI 61101 (the " Cardero Shareholder Approval ");
(c) that, in all other respects, the terms, restrictions and conditions of the articles of Cardero, including quorum requirements and all other matters, will apply in respect of the Cardero Meeting;
(d) for the grant of the Dissent Rights to the registered holders of Cardero Shares;
(e) for notice requirements with respect to the presentation of the application to the Court for the Final Order;
(f) that the Cardero Meeting may be adjourned or postponed from time to time by the Cardero Board, subject to the terms of this Agreement and in accordance with Applicable Laws, without the need for additional approval of the Court;
(g) that the record date for Cardero Shareholders entitled to notice of and to vote at the Cardero Meeting will not change in respect of any adjournment(s) or postponement(s) of the Cardero Meeting, unless required by Applicable Laws; and
(h) for such other matters as World Copper may reasonably require, subject to obtaining the prior consent of Cardero, such consent not to be unreasonably withheld, conditioned or delayed.

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2.4 Cardero Circular

(a) As promptly as reasonably practicable following execution of this Agreement, Cardero and World Copper will cooperate in preparing a mutually acceptable Cardero Circular together with any other documents required by Applicable Laws in connection with the Cardero Meeting.
(b) As promptly as reasonably practicable following issuance of the Interim Order, and in any event prior to the close of business on the Mailing Deadline, Cardero will cause the Cardero Circular to be sent to the Cardero Shareholders and filed as required by the Interim Order and Applicable Laws.
(c) If Cardero provides notice to World Copper regarding an Acquisition Proposal pursuant to this Agreement prior to the mailing of the Cardero Circular, then unless the Parties agree otherwise, the Mailing Deadline will be extended by a period of time equal to the number of days from the date on which Cardero first provides notice of such Acquisition Proposal to World Copper until the earlier of:
(i) written notification from Cardero to World Copper that the Cardero Board has determined that the Acquisition Proposal is not a Superior Proposal; or
(ii) the date on which Cardero and World Copper enter into an amended agreement pursuant to Section 8.4, which results in the Acquisition Proposal in question not being a Superior Proposal.

If the Mailing Deadline is so extended, then to the extent permitted by Applicable Laws, the Meeting Deadline and the Outside Date will be extended by the same number of days as the Mailing Deadline has extended.

(d) Each of Cardero and World Copper will provide to the other Party all information regarding it and its affiliates as may be required by Applicable Laws to be included in the Cardero Circular, (including such information concerning World Copper as may be required by Section 14.2 of Form 51-102F5). Without limiting the generality of the foregoing, Cardero will disclose in the Cardero Circular:
(i) that the Cardero Board has received the Cardero Fairness Opinion and that, subject to the scope of review, assumptions and limitations set out in such opinion, the Consideration is fair from a financial point of view to the Cardero Shareholders;
(ii) the complete text of the Cardero Fairness Opinion; and
(iii) that the Cardero Board has determined, after receiving financial and legal advice, that the Arrangement is fair to the Cardero Shareholders and in the best interests of Cardero.
(e) Each of Cardero and World Copper:
(i) will ensure that the Cardero Circular is complete and accurate in all material respects and does not include any misrepresentation, complies in all material respects with all Applicable Laws and will contain sufficient detail to permit the Cardero Shareholders to form a reasoned judgment concerning the matters to be placed before them at the Cardero Meeting;
(ii) acknowledges that the other Party will not be responsible for ensuring the completeness, accuracy or sufficiency of any information relating to the Party, or its respective subsidiaries; and

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(iii) will indemnify and save harmless the other Party and its Representatives from and against any and all liabilities, Actions, losses, costs, damages and expenses to which such other Party or any of its Representatives may be subject or may suffer as a result of, or arising from, any misrepresentation or alleged misrepresentation contained in any information included in the Cardero Circular that was provided by such Party pursuant to this Section 2.4, including as a result of any order made, or any Action instituted by any Securities Authority or other Governmental Entity based on such a misrepresentation or alleged misrepresentation.
(f) Each of Cardero and World Copper will use commercially reasonable efforts to obtain any necessary consents from any of their respective auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Cardero Circular and to the identification in the Cardero Circular of each such advisor.
(g) Subject to the terms of this Agreement:
(i) Cardero will take all lawful action to solicit proxies in favour of the Arrangement Resolution and against any resolution submitted by a Cardero Shareholder, including, if so requested by World Copper, using the services of dealers and proxy solicitation services selected by World Copper and engaged at the cost of World Copper, and permitting World Copper to otherwise assist Cardero in such solicitation, and take all other lawful actions that are reasonably necessary or desirable to seek the approval of the Arrangement Resolution by the Cardero Shareholders; and
(ii) the Cardero Board will recommend to the Cardero Shareholders that they vote in favour of the Arrangement Resolution and will include in the Cardero Circular a statement to such effect (the " Cardero Board Recommendation ").
(h) World Copper and its legal counsel will be given a reasonable opportunity to review and comment on the Cardero Circular prior to the Cardero Circular being printed or filed with any Governmental Entity, and reasonable consideration will be given to any comments made by World Copper and its legal counsel; provided, however, that:
(i) all information relating solely to World Copper, its affiliates and the World Copper Shares included in the Cardero Circular will be in form and content satisfactory to World Copper, acting reasonably; and
(ii) all information relating solely to Cardero, its affiliates and the Cardero Shares included in the Cardero Circular will be in form and content satisfactory to Cardero, acting reasonably.
(i) Cardero and World Copper will each promptly notify the other Party if, at any time before the Effective Date, either becomes aware that the Cardero Circular contains a misrepresentation, or that an amendment or supplement to the Cardero Circular is otherwise required and Cardero and World Copper will co-operate in the preparation of any amendment or supplement to the Cardero Circular as required or appropriate, and Cardero will promptly mail or otherwise publicly disseminate any amendment or supplement to the Cardero Circular to the Cardero Shareholders and, if required by the Court or Applicable Laws, file the same with the Securities Authorities and any other Governmental Entity as required and, in such circumstances, the date of the Cardero Meeting will be postponed if and to the extent required by Applicable Laws (and the Meeting Deadline and the Outside Date will be extended by the same number of days as the date of the Cardero Meeting is postponed).

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2.5 Cardero Meeting

Subject to receipt of the Interim Order and the terms of this Agreement:

(a) Cardero agrees to convene and conduct the Cardero Meeting in accordance with the Interim Order, Cardero's articles and Applicable Laws as soon as reasonably practicable, and in any event on or before the Meeting Deadline;
(b) Cardero will not, except as required for quorum purposes, as required by Applicable Laws, or otherwise as permitted under this Agreement, adjourn, postpone or cancel (or propose or permit the adjournment, postponement or cancellation of) the Cardero Meeting without World Copper's prior written consent;
(c) Cardero will advise World Copper, as World Copper may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Cardero Meeting, as to the aggregate tally of the proxies received by Cardero in respect of the Arrangement Resolution;
(d) Cardero will promptly advise World Copper of any written notice of dissent or purported exercise by any Cardero Shareholder of Dissent Rights received by Cardero in relation to the Arrangement and any withdrawal of Dissent Rights received by Cardero and any written communications sent by or on behalf of Cardero to any Cardero Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement;
(e) Cardero will not make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of World Copper, acting reasonably; and
(f) Cardero will provide notice to World Copper of the Cardero Meeting and will allow Representatives of World Copper and its legal counsel to attend the Cardero Meeting.

2.6 Final Order

If the Interim Order is obtained and the Arrangement Resolution is passed at the Cardero Meeting as provided for in the Interim Order and as required by Applicable Laws then, subject to the terms of this Agreement, Cardero will diligently pursue and take all steps necessary or desirable to have the hearing before the Court of the application for the Final Order pursuant to the BCBCA held as soon as reasonably practicable and, in any event, within five (5) Business Days following the approval of the Arrangement Resolution.

2.7 Court Proceedings

(a) Cardero will provide legal counsel to World Copper with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments. Subject to Applicable Laws, Cardero will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.7 or with World Copper's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that nothing herein will require World Copper to agree or consent to any increase in consideration or other modification or amendment to such filed or served materials that expands or increases World Copper's obligations set out in any such filed or served materials or under this Agreement or the Arrangement.

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(b) Cardero will also provide to World Copper's legal counsel on a timely basis copies of any notice of appearance or other Court documents served on Cardero in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Cardero indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order.
(c) Cardero will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, Cardero will not object to legal counsel to World Copper making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided, however, that Cardero is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
(d) Cardero will oppose any proposal from any party that the Final Order contain any provision inconsistent with the terms of this Agreement or the Plan of Arrangement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, Cardero is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it will do so after notice to, and in consultation and cooperation with, World Copper.

2.8 Public Announcements

World Copper and Cardero will make a joint public announcement of the transactions contemplated hereby promptly following the execution of this Agreement, the text and timing of such announcement to be approved by both Parties in advance, acting reasonably. No Party will issue any press release or otherwise make public announcements with respect to this Agreement, the Arrangement or any Acquisition Proposal without the consent of the other Party (which consent will not be unreasonably withheld, conditioned or delayed); provided, however, that the foregoing will be subject to each Party's overriding obligation to make any disclosure required under Applicable Laws, and the Party making such disclosure will use all commercially reasonable efforts to give prior notice to the other Party and reasonable opportunity to review or comment on the disclosure, and if prior notice is not possible, to give such notice immediately following the making of such disclosure.

2.9 Intended U.S. Income Tax Treatment

Each of the Parties intends, and undertakes and agrees to use its reasonable efforts to cause the Amalgamation, and to take no action which would cause the Amalgamation not, to constitute a "reorganization" within the meaning of Section 368(a)(1)(A) and 368(a)(2)(D), and the U.S. Treasury Regulations promulgated thereunder (and as further described in Treasury Regulation §1.368-2(b)(ii) and §1.368-2(b)(iii), Example 14) for federal income tax purposes. This Agreement will constitute a "plan of reorganization" within the meaning of Section 368(a) of the U.S. Tax Code for purposes of Sections 354, 356 and 361 of the U.S. Tax Code (and any comparable provision of U.S. state law) for federal and applicable state income tax purposes. The Parties will prepare and file with each of their respective tax returns all information required by U.S. Treasury Regulations Section 1.368-3 and related provisions of the U.S. Treasury Regulations in a manner consistent with treating the transactions contemplated by this Agreement as a reorganization described in Section 368(a) of the U.S. Tax Code and will take no position (whether in audits, tax returns or otherwise) that is inconsistent with such treatment unless required to do so by applicable law.

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2.10 U.S. Securities Law Matters

The Arrangement will be carried out with the intention that all Consideration Shares and World Copper Replacement Warrants issued under the Arrangement to the holders of Cardero Shares and Cardero Warrants, as the case may be, will be issued by World Copper in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act (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;
(b) prior to the issuance of the Final Order, the Court will be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption with respect to the issuance and exchange of all Consideration Shares and World Copper Replacement Warrants pursuant to the Arrangement based on the Court’s approval of the Arrangement.
(c) the Court will be required to satisfy itself as to the substantive and procedural fairness of the Arrangement to the Cardero Shareholders and the Cardero Warrantholders to be issued Consideration Shares and World Copper Replacement Warrants pursuant to the Arrangement;
(d) the Court will have determined, prior to approving the Arrangement, that the terms and conditions of the exchanges of Cardero Shares and Cardero Warrants for Consideration Shares and World Copper Replacement Warrants, respectively, under the Arrangement are fair to the Cardero Shareholders and the Cardero Warrantholders;
(e) the Final Order will expressly state that the Arrangement is approved by the Court as being fair to the Cardero Shareholders and the Cardero Warrantholders;
(f) Cardero will ensure that each person entitled to Consideration Shares and World Copper Replacement Warrants pursuant to the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with the sufficient information necessary for them to exercise that right;
(g) the Interim Order will specify that each person entitled to receive Consideration Shares and World Copper Replacement Warrants pursuant to the Arrangement will have the right to appear before the Court so long as they enter an appearance within a reasonable time; and
(h) Cardero will request that the Final Order will include a statement to substantially the following effect:

"This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that Act, regarding the issuance and exchange of securities of World Copper pursuant to the Plan of Arrangement."

2.11 Effective Date Matters

The Effective Date will be the effective date indicated upon the Certificate of Amalgamation, which will be (i) the date that is the earlier of: (A) the date that is three (3) Business Days after the satisfaction or waiver (subject to Applicable Laws) of the conditions set out in Article 9 (other than the delivery of items to be delivered on the Effective Date and the satisfaction of those conditions that, by their terms, cannot be satisfied until immediately prior to the Effective Date); and (B) the date that is the day prior to the Outside Date; provided that the conditions set out in Article 9 have been satisfied or waived as of such date; or (ii)

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such date as mutually agreed in writing by the Parties. Subject to the satisfaction or waiver (subject to Applicable Laws) of the conditions (excluding conditions that, by their terms, cannot be satisfied until the Effective Time, but subject to the satisfaction or, where permitted, waiver of those conditions as of the Effective Time) set out in Article 9, the Arrangement will, from and after the Effective Time, have all of the effects provided under Applicable Laws.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF CARDERO

Except as set out in the Cardero Disclosure Letter (which, except as expressly stated therein, will make reference to the applicable section below in respect of which such qualification is being made), Cardero hereby represents and warrants to and in favour of World Copper as follows and acknowledges that World Copper is relying on such representations and warranties in connection with the transactions herein contemplated:

3.1 Incorporation and Organization

(a) Cardero and each of the Cardero Subsidiaries is a corporation duly incorporated under the laws of its respective jurisdiction of incorporation, is validly subsisting, has full corporate and legal power and authority to own, lease and operate the properties currently owned, leased and operated by it and to conduct its business as currently conducted and is in good standing with respect to the filing of annual returns or the equivalent.
(b) Cardero and each of the Cardero Subsidiaries is duly qualified or licensed to do business and is in good standing as a foreign corporation or organization authorized to do business in all jurisdictions in which the character of the properties owned, leased or operated or the nature of the business conducted by it would make such qualification or licensing necessary except as would not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect with respect to Cardero.
(c) True and complete copies of the constating documents of Cardero and each of the Cardero Subsidiaries have been provided to World Copper and no amendments to such constating documents have been authorized which have not been provided to World Copper.

3.2 Capitalization

(a) The authorized capital of Cardero consists of an unlimited number of Cardero Shares and an unlimited number of preferred shares, each with a par value of $0.02, of which no such preferred shares are currently outstanding. As of the close of business on July 30, 2021, the number of issued and outstanding Cardero Shares; Cardero Shares which are or will become issuable upon exercise of outstanding Cardero Options as at the Effective Date, and Cardero Shares which are or will become issuable upon exercise of outstanding Cardero Warrants are set out in Section 3.2(a) of the Cardero Disclosure Letter. No Cardero Shares are held in treasury or authorized or reserved for issuance, other than upon the exercise of the Cardero Options and the Cardero Warrants.
(b) All outstanding Cardero Shares have been duly authorized and are validly issued, are fully paid and non-assessable and were issued in compliance with the articles of Cardero and all Applicable Laws. There are, and have been, no pre-emptive rights relating to the allotment or issuance of any of the issued and outstanding Cardero Shares.
(c) As of the date hereof, all outstanding Cardero Options, Cardero Warrants and contingent commitments to issue Cardero Shares are set out in Section 3.2(a) of the Cardero Disclosure Letter. Each Cardero Option (i) has an exercise price at least equal to the fair market value of the Cardero

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Shares at the date of the corporate action authorizing the grant; (ii) has not had its exercise date or grant date delayed or "back-dated"; and (iii) has been issued in compliance with all Applicable Laws and properly accounted for in all material respects in accordance with IFRS.

(d) Except pursuant to this Agreement and the transactions contemplated hereby, and other than the Cardero Options and the Cardero Warrants , no person has any other Contract, agreement, option, commitment, arrangement, or any other right or privilege (whether by law, pre-emptive or contractual) capable of becoming a Contract, agreement, option or commitment (including any such right or privilege under convertible securities, warrants or convertible obligations of any nature) for the purchase, subscription, allotment or issuance of, or conversion into, any of the unissued shares or any other securities of Cardero.
(e) There are no outstanding bonds, debentures or other evidences of indebtedness of Cardero having the right to vote (or that are convertible for or exercisable into securities having the right to vote) with the holders of the Cardero Shares on any matter.
(f) Except as set out in Section 3.2(f) of the Cardero Disclosure Letter, Cardero has not, since the date of its incorporation, declared or paid any dividends or made any other distributions (in either case, in stock or property) on any of its shares.

3.3 Authority and No Violation

(a) Cardero has all requisite corporate power and authority to enter into this Agreement and the documents required to be executed by it in connection with the transactions contemplated herein, to perform its obligations hereunder and, subject to obtaining the TSXV Acceptances, and the Cardero Shareholder Approval, the Interim Order and the Final Order as contemplated by Article 2, to consummate the Arrangement and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement and such other documents by Cardero and the consummation by Cardero of the transactions contemplated by this Agreement (including the Arrangement) and such other documents have been duly authorized by the Cardero Board and, subject to obtaining the TSXV Acceptances, the Cardero Shareholder Approval, the Interim Order and the Final Order in the manner contemplated in this Agreement, and providing to the Registrar of Companies under the BCBCA any records, information or other documents required by him in connection with the Arrangement, no other corporate proceedings on the part of Cardero or any Cardero Subsidiary are necessary to authorize this Agreement or to complete the transactions contemplated hereby other than in connection with the approval by the Cardero Board of the Cardero Circular.
(b) This Agreement has been duly executed and delivered by Cardero and constitutes a legal, valid and binding obligation, enforceable against Cardero in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors' rights generally, and to general principles of equity. The execution and delivery by Cardero of this Agreement and the performance by Cardero of its obligations hereunder and the completion of the transactions contemplated hereby, do not and will not:
(i) conflict with, result in a violation or breach of, constitute a default or require any consent (other than such as has already been obtained), to be obtained under, or give rise to any termination rights or payment obligation under, any provision of:
- (A) the notice of articles or articles of Cardero, subject to obtaining Cardero Shareholder Approval to the Arrangement contemplated herein;

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- (B) any Applicable Laws, subject to obtaining any required acceptance of the TSXV to the transactions contemplated herein;
- (C) subject to obtaining any consent, approval, permit or acknowledgement which may be required thereunder, details of which are set out in Section 3.3(b)(i)(C) of the Cardero Disclosure Letter, any licence or registration or any agreement, Contract or commitment, written or oral, which Cardero or any Cardero Subsidiary is a party to or bound by or subject to;
(ii) give rise to any right of termination or acceleration of indebtedness of Cardero or any Cardero Subsidiary, or cause any third party indebtedness of Cardero or any Cardero Subsidiary to come due before its stated maturity;
(iii) result in the imposition of any Encumbrance upon any of the assets of Cardero or any Cardero Subsidiary, or restrict, hinder, impair or limit its ability to carry on its business as and where it is now being carried on or as and where it may be carried on in the future; or
(iv) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any person, or any increase in any Employee Benefits otherwise payable, or the acceleration of the time of payment, vesting or exercise of any Employee Benefits except as set out in Section 3.3(b)(iv) of the Cardero Disclosure Letter.
(c) No consent, approval, order, registration, notice, declaration or filing with, any Governmental Entity or other person is required to be obtained by Cardero or any Cardero Subsidiary in connection with the execution and delivery of this Agreement or any of the other documents contemplated hereby, or the consummation by Cardero of the transactions contemplated hereby or thereby, other than:
(i) as required by the Interim Order;
(ii) the Final Order;
(iii) the Cardero Shareholder Approval;
(iv) filings required under the BCBCA and filings with and approvals required by Securities Authorities and the TSXV (and the TSXV Acceptances); and
(v) any other consents, approvals, orders, authorizations, declarations or filings which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Cardero.

3.4 No Defaults

Except as set out in Section 3.4 of the Cardero Disclosure Letter, neither Cardero nor any Cardero Subsidiary is in default under, and, there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute a default by Cardero under any Contract, agreement or licence that is material to the conduct of the business of Cardero or any Cardero Subsidiary to which any of them is a party or by which any of them is bound that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Cardero.

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3.5 Cardero Subsidiaries

The Cardero Subsidiaries are all of the direct or indirect subsidiaries of Cardero. Except in relation to inactive subsidiaries in Peru and Chile which require two shareholders under corporate law, Cardero is the sole beneficial and registered owner of all of the issued and outstanding shares in the capital of each of the Cardero Subsidiaries with, except pursuant to restrictions on transfer contained in the articles, charters, bylaws or constating documents (or their equivalent) of each of the Cardero Subsidiaries, good and marketable title thereto, free and clear of all Encumbrances. No person has any other agreement, option, commitment, arrangement, or any other right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, option or commitment (including any such right or privilege under convertible securities, warrants or convertible obligations of any nature) for the purchase, subscription, allotment or issuance of, or conversion into, any of the issued or unissued shares or any other securities of any Cardero Subsidiary.

3.6 No Other Shares

Other than the shares which Cardero owns in the Cardero Subsidiaries or which the Cardero Subsidiaries own in each other and as disclosed in Cardero's Financial Statements, neither Cardero nor any of the Cardero Subsidiaries owns, beneficially, any shares in the capital of any corporation, and neither Cardero nor any of the Cardero Subsidiaries holds any securities or obligations of any kind convertible into or exchangeable for shares in the capital of any corporation. Neither Cardero nor any of the Cardero Subsidiaries is a party to any agreement to acquire any shares in the capital of any corporation.

3.7 Reporting Issuer; Public Documents

(a) Cardero is a reporting issuer in the provinces of British Columbia, Alberta and Ontario, and is not on the list of reporting issuers in default under applicable Securities Laws.
(b) As of the date of this Agreement, the Cardero Shares are not registered under Section 12 of the U.S. Exchange Act, and Cardero is not a "foreign private issuer" as defined in Rule 3b-4 under the U.S. Exchange Act, and Cardero is not subject to the reporting requirements of Sections 13(a) or 15(d) of the U.S. Exchange Act.
(c) The Cardero Shares are listed and posted for trading on the TSXV and are quoted on the Pink Sheets tier of the OTC Markets and the Frankfurt Stock Exchange. The Cardero Shares are not listed or quoted on any other market. Cardero is in compliance in all material respects with the rules and policies of the TSXV.
(d) Cardero is not subject to any cease trade or other order of any Governmental Entity, and, to the knowledge of Cardero, no inquiry, review or investigation (formal or informal) or other Actions involving Cardero that may operate to prevent or restrict trading of any securities of Cardero on are currently in progress or pending before any Governmental Entity.
(e) Cardero has filed all documents required to be filed by it in accordance with applicable Securities Laws and the rules and policies of the TSXV. The Cardero Information Record includes a true and complete copy of all forms, reports, statements, certifications, and other documents required to be filed by Cardero. Such forms, reports, statements, certifications, and other documents, at the time filed or, if amended, as of the date of such amendment: (i) did not contain any misrepresentation; and (ii) complied in all material respects with the requirements of Applicable Canadian Securities Laws except where such non-compliance has not had or would not reasonably be expected to have a Material Adverse Effect on Cardero. Cardero has not filed any confidential material change or other report or other document with any Securities Authorities, the TSXV or other self-regulatory

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authority which at the date hereof remains confidential. None of the Cardero Subsidiaries are required to file any reports or other documents with any of the Securities Authorities or the TSXV.

3.8 Financial Matters

(a) Cardero's Financial Statements have been, and all financial statements of Cardero which are publicly disseminated by Cardero in respect of any subsequent periods prior to the Effective Date will be, prepared in accordance with IFRS, applied on a basis consistent with prior periods and all Applicable Laws and present fairly or will present fairly, in all material respects:
(i) all the assets, liabilities (whether accrued, absolute, contingent or otherwise) and the financial condition of Cardero and the Cardero Subsidiaries, on a consolidated basis as at the respective dates thereof; and
(ii) the revenues, earnings, results of operations and cash flows of Cardero and the Cardero Subsidiaries, on a consolidated basis for the periods covered thereby.
(b) Cardero has no knowledge of any material adjustments, potential liabilities or obligations, which individually or in the aggregate have not been reflected in Cardero's Annual Financial Statements, other than liabilities, indebtedness and obligations incurred by Cardero and/or the Cardero Subsidiaries in the ordinary course of business, or as contemplated in this Agreement.

3.9 Business Carried on in Ordinary Course

The business of Cardero has been carried on in the ordinary course since October 31, 2020 and since such date, except as set out in Section 3.9 of the Cardero Disclosure Letter:

(a) there has not been any event, occurrence, development or state of circumstances or facts which has had or is reasonably likely to give rise to a Material Adverse Effect with respect to Cardero;
(b) there has not been any material write-down by Cardero of any assets of Cardero or the Cardero Subsidiaries;
(c) no liability or obligation of any nature (whether absolute, accrued, contingent or otherwise and whether matured or unmatured) which has had or is reasonably likely to have a Material Adverse Effect with respect to Cardero has been incurred;
(d) there has been no increase in the Employee Benefits payable or to become payable by Cardero to any of its officers, directors, employees or advisors, other than in the ordinary course of business, and there has been no declaration, payment or commitment or obligation of any kind for the payment or granting by Cardero of a bonus, stock option or other additional salary or compensation to any such person, or any grant to any such person of any increase in severance or termination pay, nor has Cardero agreed to do any of the foregoing;
(e) neither Cardero nor any Cardero Subsidiary has acquired or sold, pledged, leased, encumbered or otherwise disposed of any material property or assets or incurred or committed to incur capital expenditures in excess of $25,000 in the aggregate, as of the date hereof, nor has Cardero or any Cardero Subsidiary agreed to do any of the foregoing;
(f) there has not been any acquisition or sale, lease, licence, expiry or other disposition by Cardero or any Cardero Subsidiary of any interest in any Mineral Rights;

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(g) neither Cardero nor any Cardero Subsidiary has entered into any Material Contract or amended, modified, relinquished, terminated or failed to renew any Material Contract;
(h) there has not been any satisfaction or settlement of any material Action, liability or obligation of Cardero;
(i) neither Cardero nor any Cardero Subsidiary has made any change in accounting policies, principles, methods, practices or procedures (including for bad debts, contingent liabilities or otherwise);
(j) there has been no waiver by Cardero or any Cardero Subsidiary or agreement to waive, any right of substantial value and neither Cardero nor any Cardero Subsidiary has entered into any commitment or transaction not in the ordinary course of business where such right, commitment or transaction is or would be material in relation to Cardero or its business; and
(k) neither Cardero nor any Cardero Subsidiary has agreed, announced, resolved or committed to do any of the foregoing.

3.10 Partnerships or Joint Ventures

Neither Cardero nor any Cardero Subsidiary is a partner or participant in any partnership, joint venture, profit-sharing arrangement or other business combination of any kind and is not party to any agreement under which it agrees to carry on any part of its business or any other activity in such manner or by which it agrees to share any revenue or profit with any other person.

3.11 Minute Books and Corporate Records

The minute and record books of Cardero and, to the knowledge of Cardero, each of the Cardero Subsidiaries have been maintained in accordance with all Applicable Laws and are complete and accurate in all material respects, except where such incompleteness or inaccuracy would not have a Material Adverse Effect on Cardero. Without limiting the generality of the foregoing, the minute and record books for Cardero contain minutes of substantially all meetings and copies of all resolutions passed by, or consented to in writing by, their respective boards of directors and committees of such boards of directors, other than those portions of minutes of meetings reflecting discussions of the Arrangement or transactions similar to the Arrangement, and the Cardero Shareholders held according to Applicable Laws and are complete and accurate in all material respects. Cardero is not a party to or bound by or subject to any shareholder agreement or unanimous shareholder agreement governing its affairs or the relationships, rights and duties of shareholders and is not subject to a shareholder rights plan or "poison pill" or similar plan.

3.12 Accuracy of Books and Records

The financial books and records of Cardero and each of the Cardero Subsidiaries accurately and fairly set out and disclose in all material respects, in accordance with IFRS, its financial position as at the date hereof and all material financial transactions have been accurately recorded in such books and records on a consistent basis and in conformity with IFRS. All records, systems, controls, data or information (including any digital, electronic, mechanical, photographic or other technological process or device whether computerized or not) required to operate its business are in the full possession and control of and are owned exclusively by Cardero.

3.13 Guarantees

Neither Cardero nor any Cardero Subsidiary is a party to or bound by or subject to any guarantee of the indebtedness of any other person.

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3.14 Interested Persons

Except as set out in Section 3.14 of the Cardero Disclosure Letter:

(a) no payment has been made or authorized by Cardero or any Cardero Subsidiary to or for the benefit of any person who was at the applicable time an Interested Person, except Employee Benefits, management or other fees payable in the ordinary course of business and at the regular rates or as reimbursement of expenses incurred on behalf of Cardero or any Cardero Subsidiary;
(b) neither Cardero nor any Cardero Subsidiary is a party to or bound by or subject to any agreement, Contract or commitment with any Interested Person, except for contracts of employment or contracts of service with independent contractors;
(c) neither Cardero nor any Cardero Subsidiary has any loan or indebtedness outstanding (except for obligations incurred in the ordinary course of business with respect to Employee Benefits, management or other fees and the reimbursement of expenses incurred on behalf of Cardero or such Cardero Subsidiary) to any Interested Person;
(d) no Interested Person owns, directly or indirectly, in whole or in part, any property used in the operation of the business of Cardero as heretofore carried on; and
(e) no Interested Person has any Action whatsoever against, or owes any amount to, Cardero or any Cardero Subsidiary, except for any Actions in the ordinary course of business, such as Actions for accrued vacation pay and accrued benefits under the Employee Benefits.

3.15 Real Property

Except as set out in Section 3.15 of the Cardero Disclosure Letter, neither Cardero nor any Cardero Subsidiary owns, has any interest in, or is a party to or bound by or subject to any agreement, Contract or commitment, or any option to purchase, any real or immovable property.

3.16 Mineral Rights

(a) The Cardero Material Properties are accurately described in Schedule C, which contains a complete description of the claims, licences, permits, agreements and other rights comprising Cardero's interest in the Cardero Material Properties. Except as set out in Section 3.16(a) of the Cardero Disclosure Letter, Cardero has sole title, free and clear of any title defect or Encumbrance, to the Cardero Material Properties. Other than the Cardero Material Properties, none of Cardero or the Cardero Subsidiaries owns or has any material interest in any Mineral Rights, except as set out in Section 3.16(a) of the Cardero Disclosure Letter.
(b) The Cardero Material Properties have been properly located and recorded in compliance with Applicable Laws and are valid and subsisting.
(c) The Cardero Material Properties are in good standing under Applicable Laws and, to the knowledge of Cardero, all work required to be performed and filed in respect thereof has been performed and filed, all Taxes, royalties, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made.
(d) Neither Cardero nor any Cardero Subsidiary has elected or refused to participate in any exploration, development or other operations with respect to the Cardero Material Properties which has or may give rise to any penalties, forfeitures or reduction of its interest by virtue of any conversion or other

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alteration occurring under the title and operating documents which govern the Cardero Material Properties.

(e) To the knowledge of Cardero, there is no material adverse Action against or challenge to the title of or ownership of the Cardero Material Properties. Cardero is not aware of any defects, failures or impairments in the title of Cardero to any of the Cardero Material Properties, whether or not an Action is pending or threatened and whether or not discovered by any third party, which in aggregate could have a Material Adverse Effect in respect of Cardero.
(f) Except as set out in Section 3.16(f) of the Cardero Disclosure Letter, there are no back-in rights, earn-in rights, farm-in rights, streaming arrangements, purchase options, rights of first refusal or similar provisions or rights or any agency marketing fees, royalty arrangements, volume or production based payments or any other arrangements or payments (actual or contingent) which would affect or entitle any person to receive any payment in connection with Cardero's interest in the Cardero Material Properties or the production or sale of minerals therefrom.
(g) There are no restrictions on the ability of Cardero to use, transfer or exploit any of the Cardero Material Properties, except pursuant to the Applicable Laws and each Contract or other agreement pertaining to the Cardero Material Properties, which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Cardero.
(h) Cardero and each of the Cardero Subsidiaries has duly and timely satisfied all of the obligations required to be satisfied, performed and observed by it under, and there exists no default or event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default by Cardero under any agreement pertaining to the Cardero Material Properties or to their other respective material assets or properties and each such Contract or other agreement is enforceable and in full force and effect.
(i) Subject to the rights, covenants, conditions and stipulations in the title documents and any agreement pertaining to its assets or properties (including the Cardero Material Properties) and on the lessee's or holder's part thereunder to be paid or performed and observed, Cardero and each of the Cardero Subsidiaries may enter into and upon, hold and enjoy its respective property and assets (including the Cardero Material Properties) for the remainder of their respective material terms and all renewals or extensions thereof for its own use and benefit without any lawful interruption of or by any other person.
(j) Cardero and the Cardero Subsidiaries have those surface rights, including leases, easements, rights of way and permits or licences from landowners or Governmental Entities permitting the use of land by Cardero and the Cardero Subsidiaries, and other interests that are required to explore and develop the Cardero Material Properties based on current operations and no third party or group holds any such rights that would be required by Cardero to develop the Cardero Material Properties.
(k) Neither Cardero nor any Cardero Subsidiary has received any notice, whether written or oral, from any Governmental Entity of any revocation or intention to revoke any interest of Cardero or a Cardero Subsidiary in any of the Cardero Material Properties.
(l) Cardero has provided World Copper with access to full and complete copies of all material exploration information and data within its possession or control including, without limitation, all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all technical reports, feasibility studies and other similar reports and studies concerning the Cardero Material Properties, and Cardero and the Cardero Subsidiaries have the sole right, title and ownership of all such information, data, reports and studies.

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3.17 Technical Reports; Mineral Reserves and Resources

The technical report prepared for Cardero entitled "Preliminary Economic Assessment, NI 43-101 Technical Report Zonia Copper Project Yavapai County, Arizona, USA" effective date March 22, 2018, issue date April 17, 2018 (the " Cardero Technical Report ") has been prepared and disclosed in all material respects in accordance with accepted mining, engineering, geoscience and other approved industry practices and all Applicable Laws, including the requirements of NI 43-101. The information provided by Cardero to the "qualified persons" (as defined in NI 43-101) in connection with the preparation of such estimates was complete and accurate at the time such information was furnished. There has been no material reduction in the aggregate amount of estimated mineral resources of Cardero from the amounts disclosed in the Cardero Information Record. All material information regarding the Cardero Material Properties, including drill results, technical reports and studies, that are required to be disclosed by Applicable Laws, have been disclosed in the Cardero Information Record except where an omission of such disclosure may not reasonably, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect with respect to Cardero.

3.18 Operational Matters

Except as would not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect with respect to Cardero:

(a) all rentals, royalties, overriding royalty interests, production payments, net profit interests, burdens, payments and obligations due and payable, or to be performed, as the case may be, on or prior to the date hereof under, with respect to, or on account of, any direct or indirect assets of Cardero or the Cardero Subsidiaries have been duly paid, duly performed, or otherwise provided for prior to the date hereof;
(b) all costs, expenses, and liabilities payable on or prior to the date hereof under the terms of any contracts and agreements to which Cardero or any of the Cardero Subsidiaries is directly or indirectly bound have been properly and timely paid, except for such expenses that are being currently paid prior to delinquency in the ordinary course of business;
(c) to the knowledge of Cardero, as of the date of this Agreement there are no operational, geotechnical, geochemical or structural issues, social conflicts or limitations to surface rights, relating to the exploration and development of the Cardero mineral properties; and
(d) any and all operations of Cardero and each of the Cardero Subsidiaries and, to the knowledge of Cardero, any and all operations by third parties, on or in respect of the Cardero Material Properties, have been conducted in accordance with reasonable and prudent international mining industry practices and in compliance with Applicable Laws.

3.19 Employment and Employee Benefit Matters

(a) As at the date of this Agreement, Cardero has one full time employee and no part time employees, and an aggregate of four independent contractors or other non- employees who supply their services under personal services agreements (whether written or oral) and none of the Cardero Subsidiaries had any employees, contractors or other such non-employees.
(b) Except as set out in Section 3.19(b) of the Cardero Disclosure Letter, neither Cardero nor any Cardero Subsidiary is a party or otherwise bound by or subject to any agreement or arrangement with respect to Employee Benefits in excess of $50,000 and no such agreement or arrangement contains any specific provision as to notice of termination of employment or severance pay in thereof.

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(c) Cardero does not have any obligations to amend any Employee Benefit and no amendments will be made or promised prior to the Effective Date, except with the prior written consent of World Copper.
(d) All obligations of Cardero as of October 31, 2020 with respect to Employee Benefits are reflected in and have been fully accrued in Cardero's Annual Financial Statements.
(e) Neither Cardero nor any Cardero Subsidiary is a party to or bound by or subject to any collective bargaining agreement or other similar arrangement with any labour union or employee association nor has it made any commitment to or conducted any negotiation or discussion with any labour union or employee association with respect to any future agreement or arrangement and, to the knowledge of Cardero, there is no current application for certification or other attempt to organize or establish any labour union or employee association with respect to employees of Cardero or any Cardero Subsidiary.
(f) Except as set out in Section 3.19(f) of the Cardero Disclosure Letter, no person will, as a result of the transactions contemplated hereby, become entitled to (i) any retirement, severance, bonus or other such payment; (ii) the acceleration of the vesting or time to exercise of any outstanding stock options or other Employee Benefits (including the Cardero Options); (iii) the forgiveness or postponement of payment of any indebtedness owing to Cardero or any Cardero Subsidiary; or (iv) receive any additional payments or compensation under or in respect of any Employee Benefits.
(g) All accruals for unpaid vacation pay, premiums for employment insurance, health premiums, Canada Pension Plan, accrued wages, salaries, bonus pay and commissions and other Employee Benefits have been reflected in the books and records of Cardero and the Cardero Subsidiaries.

3.20 Debt Instruments

Except as set out in Section 3.20 of the Cardero Disclosure Letter, neither Cardero nor any Cardero Subsidiary is bound by or subject to any Debt Instrument or any agreement, Contract or commitment to create, assume or issue any Debt Instrument.

3.21 Leases and Leased Property

(a) Except as set out in Section 3.21(a) of the Cardero Disclosure Letter, neither Cardero nor any Cardero Subsidiary is a party to or bound by or subject to nor has Cardero or any Cardero Subsidiary agreed or become bound to enter into, any real or personal property lease or sublease or other right of occupancy relating to real property, whether as lessor or lessee. Cardero occupies and has the exclusive right to occupy and use all immovable Leased Property and has the exclusive right to use all movable Leased Property.
(b) Each of the Leases is valid and subsisting and in good standing, all rental and other payments required to be paid by Cardero or any Cardero Subsidiary as lessee or sublessee and due and payable pursuant to the Leases have been duly paid to date and neither Cardero nor any Cardero Subsidiary is otherwise in default in meeting its obligations under any of the Leases and is entitled to all rights and benefits thereunder. No event exists which, but for the passing of time or the giving of notice, or both, would constitute a default by Cardero or any Cardero Subsidiary or, to the knowledge of Cardero, any other party to any Lease and no party to any Lease is claiming any such default or taking any action purportedly based upon any such default.

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3.22 Insurance

Except as set out in Section 3.22 of the Cardero Disclosure Letter, Cardero does not maintain any insurance coverage. The policies and the coverage disclosed in Section 3.22 of the Cardero Disclosure Letter are in full force and effect and Cardero is in good standing under each policy and there is no Action outstanding under any such policy.

3.23 Material Contracts

Except for the Material Contracts listed and described in Section 3.23 of the Cardero Disclosure Letter, as of the date of this Agreement neither Cardero nor any Cardero Subsidiary is a party to or bound by or subject to any of the following:

(a) any continuing Contract for the purchase of materials, supplies, equipment or services involving, in the case of any such Contract, an aggregate of more than $25,000 over the life of the Contract;
(b) any Contract that expires, or may be renewed at the option of any person other than Cardero or any Cardero Subsidiary so as to expire, more than one year after the date of this Agreement;
(c) any Debt Instrument;
(d) any Contract limiting the right of Cardero or any Cardero Subsidiary to engage in any line of business or to compete with any other person;
(e) any confidentiality, secrecy or non-disclosure Contract other than confidentiality Contracts substantially in the form provided to World Copper's counsel on or before the date hereof, and Cardero further represents that it has not received any confidential information under any such agreement;
(f) any Contract by virtue of which any of the Cardero Material Properties were acquired or are held by Cardero or to which the Cardero Material Properties are subject or which grant rights which are or may be used in connection therewith;
(g) any Contract pursuant to which Cardero or any Cardero Subsidiary leases any real property;
(h) any Contract pursuant to which Cardero or any Cardero Subsidiary leases any personal property involving payments by Cardero or any Cardero Subsidiary in excess of an aggregate of $25,000 annually or involving rights or obligations which cannot be terminated without penalty on less than three months' notice;
(i) any Contract with an Aboriginal Group;
(j) all Cardero Benefit Plans to which Cardero or any Cardero Subsidiary is a party or otherwise bound, including any employment Contracts with employees and service Contracts with independent contractors providing for annual compensation over $50,000 or any Contracts with any executive officer;
(k) any guarantee;
(l) any Contact to indemnify, hold harmless or defend any other person with respect to any assertion of personal injury, damage to property, misappropriation or violation or warranting the lack thereof; or

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(m) any other Contract which is or would reasonably be expected to be material to the business, properties, assets, operations, condition (financial or otherwise) or prospects of Cardero or any of the Cardero Subsidiaries.

3.24 No Breach of Material Contracts

Except as set out in Section 3.24 of the Cardero Disclosure Letter, Cardero and each of the Cardero Subsidiaries has performed all of the material obligations required to be performed by it, and is entitled to all benefits under, and is not in default in respect of, any Material Contract to which it is a party. Each of the Material Contracts is: (i) enforceable by Cardero or a Cardero Subsidiary, as applicable, in accordance with its terms (subject to any limitation under bankruptcy, insolvency or other Laws affecting creditors' rights generally and to general principals of equity); (ii) in full force and effect, unamended, and there exists no breach thereof or default or event of default or event, occurrence, condition or act with respect to Cardero or and Cardero Subsidiary or, to the knowledge of Cardero, with respect to the other contracting party or otherwise that, with or without the giving of notice, the lapse of time or the happening of any other event or conditions and but for any waiver or extension granted by the other contracting party, would (A) become a default or event of default under any Material Contract; or (B) result in the loss or expiration of any right or option by Cardero or any Cardero Subsidiary (or the gain thereof by any third party) under any Material Contract. Cardero has delivered a true, correct and complete copy of each of the Material Contracts to World Copper.

3.25 Legal Proceedings

There are no Actions (whether private, governmental or otherwise, and whether or not purportedly on behalf of Cardero or any Cardero Subsidiary) in progress, pending, or to the knowledge of Cardero, threatened, against or affecting Cardero or any Cardero Subsidiary (including Actions against any directors, officers or employees of Cardero or any Cardero Subsidiary which relate to the business, affairs, assets or operations of Cardero) or before or by any Governmental Entity which, individually or in the aggregate, may reasonably be expected to have a Material Adverse Effect. There is no judgment, decree, injunction, ruling, order or award of any Tribunal outstanding against or affecting Cardero or any Cardero Subsidiary. Cardero is not aware of any grounds on which any such Action might be commenced with any reasonable likelihood of success, and does not have any present plans or intentions to initiate any Action against any third party.

3.26 Compliance with Applicable Laws

Cardero and each of the Cardero Subsidiaries has conducted and is conducting its business in compliance in all material respects with all Applicable Laws, is not in material breach of any of such Laws which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Cardero, and is duly licensed or registered in each jurisdiction in which it owns or leases its property and assets or carries on its business, so as to enable its business to be carried on as now conducted and its property and assets to be so owned or leased. Neither Cardero nor any Cardero Subsidiary has received notice of any violation of Applicable Laws in any jurisdiction.

3.27 Banking Information; Powers of Attorney

Section 3.27 of the Cardero Disclosure Letter sets out and describes:

(a) the name and location (including municipal address) of each bank, trust company or other institution in which Cardero or any Cardero Subsidiary has an account, money on deposit or a safety deposit box and the name of each person authorized to draw thereon or to have access thereto; and

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(b) the name of each person holding a general or special power of attorney from Cardero or the applicable Cardero Subsidiary and the terms thereof.

3.28 Insolvency

No act or proceeding has been taken by or against Cardero or any Cardero Subsidiary in connection with the dissolution, liquidation, winding up, bankruptcy or reorganization of Cardero or any of Cardero Subsidiary or for the appointment of a trustee, receiver, manager or other administrator of Cardero or any of Cardero Subsidiary or any of their respective properties or assets nor, to the knowledge of Cardero, is any such act or proceeding threatened. Neither Cardero nor any of its Subsidiaries has sought protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation. Neither Cardero nor any of its Subsidiaries or any of their respective properties or assets is subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict, the right or ability of Cardero or any Cardero Subsidiary to conduct its business in all material respects as it has been carried on prior to the date hereof, or that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or would reasonably be expected to prevent or significantly impede or materially delay the completion of the Arrangement.

3.29 Tax Matters

(a) Save for the requirement to file Tax Returns in respect of income taxes for the current taxation year (which return is not yet due), and any income Tax Return which is required to be filed as a result of or in connection with the transactions contemplated herein, Cardero and each of the Cardero Subsidiaries has duly filed in the prescribed manner and within the prescribed time all Tax Returns required to be filed by it on or before the date hereof with any taxing or regulatory authority to which it is subject and each such Tax Return was complete and accurate at the time filed.
(b) Cardero and each of the Cardero Subsidiaries has paid all Taxes and installments on account of Taxes that are due and payable by it, and any interest, penalties and fines in connection therewith, properly due and payable, and has paid all of same in connection with all known assessments, reassessments and adjustments.
(c) Cardero and each of the Cardero Subsidiaries has duly and timely collected all amounts on account of any sales, use or transfer Taxes, including all goods and services, harmonized sales, value added, provincial and territorial taxes and state and local taxes, required by Law to be collected by it and has duly and timely remitted to the appropriate Governmental Entity any such amounts required by Law to be remitted by it.
(d) Except as set out in Cardero's Annual Financial Statements, there are no Taxes or fines in respect of Taxes claimed by any Governmental Entity against Cardero or any Cardero Subsidiary or which are known to Cardero to be due and owing by Cardero or any Cardero Subsidiary and, to the knowledge of Cardero, there are no pending or threatened reassessments by any Governmental Entity in respect of Taxes owing by Cardero or any Cardero Subsidiary, and there are no matters of dispute or under discussion with any Governmental Entity relating to Taxes or fines in respect of Taxes asserted by such Governmental Entity against Cardero or any Cardero Subsidiary.
(e) Cardero's Annual Financial Statements fully reflect accrued liabilities as at October 31, 2020 for all Taxes which were not yet then due and payable and for which Tax Returns were not yet then required to be filed. There are no Actions and no assessment, reassessment or request for information in progress, pending or, to the knowledge of Cardero, threatened against or affecting Cardero in respect of Taxes nor are any issues under discussion with any taxing authority relating to any matters which could result in claims for additional Taxes.

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(f) There are no agreements, waivers or other arrangements made by Cardero or any Cardero Subsidiary providing for an extension of time with respect to any assessment or reassessment of Tax, the filing of any Tax Return or the payment of any Tax by Cardero or any Cardero Subsidiary.
(g) Cardero and each of the Cardero Subsidiaries has withheld the amount of all Taxes and other deductions required under any Applicable Laws to be withheld from each payment made by it and has paid all amounts withheld which are due and payable before the date hereof and all installments of Taxes which are due and payable before the date hereof to the relevant taxing or other authority within the time prescribed under any Applicable Laws.
(h) Cardero has complied with and satisfied all obligations to incur expenses, make required disbursements and renounce to any third party any Canadian exploration expense or Canadian development expense with respect to any flow-through shares of Cardero issued in connection with a "flow-though" financing of Cardero.
(i) Cardero is not classified as a U.S. corporation for U.S. income tax purposes (including, without limitation, under Section 7874 of the U.S. Tax Code or the U.S. Treasury Regulations promulgated thereunder) and does not expect the transactions contemplated hereunder to cause it to become an inverted corporation within the meaning of Section 7874 of the U.S. Tax Code.
(j) Cardero Copper (USA) Ltd. is treated as a "C corporation" within the meaning of Section 1361(a)(2) of the U.S. Tax Code.
(k) Cardero Copper (USA) Ltd. is a "United States Person" as defined in Section 7701(a)(30) of the U.S. Tax Code.
(l) Section 3.29(l) of the Cardero Disclosure Letter sets forth each jurisdiction in which Cardero and each of the Cardero Subsidiaries will be required to file a Tax Return following the date of the Effective Time with respect to any taxable period ending on or before the date of the Effective Time or any Straddle Period, including the type of Tax Return and the type of Tax required to be paid.

3.30 Licences

Section 3.30 of the Cardero Disclosure Letter sets out a complete and accurate list of all material licences, permits, approvals, consents, certificates, registrations and authorizations (whether governmental, regulatory or similar type) relating the business of Cardero (the " Cardero Licences "), and there are no other material licences, permits, approvals, consents, certificates, registrations, or authorizations, necessary to carry on its business as presently carried on or to own or lease any of the material property or assets utilized by Cardero or any Cardero Subsidiary. Each Cardero Licence is valid and subsisting and in good standing and there is no default or breach of any Cardero Licence which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Cardero and, to the best of the knowledge of Cardero, no Action is pending or threatened to revoke or limit any Cardero Licence. No Cardero Licence is non-renewable, expires within 12 months or contains any burdensome term, provision, condition or limitation which has or could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Cardero.

3.31 No Business Restrictions

There is no agreement (non-compete or otherwise), commitment, judgment, injunction, order or decree to which Cardero is party or which is otherwise binding upon Cardero which has or reasonably could be expected to have the effect of prohibiting or impairing any business practice of Cardero, any acquisition of property (tangible or intangible) by Cardero or the conduct of business by Cardero, as currently conducted

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or proposed to be conducted and which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Cardero.

3.32 Liabilities

There are no material liabilities of Cardero or any Cardero Subsidiary of any kind (whether accrued, absolute, contingent or otherwise and whether matured or unmatured) existing on the date hereof, except for:

(a) liabilities (including liabilities for unpaid Taxes) disclosed on, reflected in or provided for in Cardero's Financial Statements;
(b) liabilities disclosed or referred to in this Agreement;
(c) liabilities incurred in the ordinary course of business and attributable to the period since April 30, 2021, none of which, individually or in the aggregate, has a Material Adverse Effect on Cardero; and
(d) liabilities incurred in connection with this Agreement or the transactions contemplated in this Agreement;

which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Cardero.

3.33 Environmental

(a) The operation of the business by Cardero and, to the knowledge of Cardero each of the Cardero Subsidiaries, the property and assets owned or used by Cardero and the Cardero Subsidiaries and the use, maintenance and operation thereof have been and are in compliance with Environmental Laws. Each of Cardero and, to the knowledge of Cardero, the Cardero Subsidiaries has complied, in all material respects, with all reporting and monitoring requirements under Environmental Laws. Neither Cardero nor, to the knowledge of Cardero any of the Cardero Subsidiaries has received any notice of any non-compliance with any Environmental Laws or Environmental Permits, and none of Cardero or, to the knowledge of Cardero any of the Cardero Subsidiaries have been convicted of an offence of non-compliance with any Environmental Laws or Environmental Permits or been fined or otherwise sentenced or settled such prosecution short of conviction.
(b) Cardero and each of the Cardero Subsidiaries has obtained all material Environmental Permits necessary to conduct its business and to own, use and operate its properties and assets, all such Environmental Permits are in full effect, no appeal or other action is pending to revoke any such Environmental Permit and the operation of the business of Cardero and each of the Cardero Subsidiaries, the property and assets owned by Cardero and, to the knowledge of Cardero, each of the Cardero Subsidiaries and the use, maintenance and operation thereof have been and are, in all material respects, in compliance with all Environmental Permits. To the extent required by Environmental Laws, Cardero and, to the knowledge of Cardero, each of the Cardero Subsidiaries has filed all applications necessary to renew or obtain any necessary permits, licences, or authorizations in a timely fashion so as to allow it to continue to operate its business in compliance with Environmental Laws, and Cardero does not expect such new or renewed licences, permits or other authorizations to include any terms or conditions that will have a Material Adverse Effect in respect of Cardero.

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(c) Cardero and, to the knowledge of Cardero, each of the Cardero Subsidiaries has, at all times, used, generated, treated, stored, transported, disposed of or otherwise handled its Hazardous Substances, in all material respects, in compliance with Environmental Laws and Environmental Permits.
(d) Neither Cardero nor, to the knowledge of Cardero, any of the Cardero Subsidiaries is, and, to the knowledge of Cardero, there is no reasonable basis upon which Cardero or any Cardero Subsidiary could become, responsible for any material clean up or corrective action under any Environmental Laws and which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Cardero.
(e) All audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters relating to Cardero or any of the Cardero Subsidiaries have been made available to World Copper and are listed in Section 3.33(e) of the Cardero Disclosure Letter.
(f) There are no past or present (or, to the knowledge Cardero, future) events, conditions, circumstances, activities, practices, incidents, actions or plans which may interfere with or prevent compliance or continued compliance by Cardero and, to the knowledge of Cardero, each of the Cardero Subsidiaries with Environmental Laws as in effect on the date hereof or which may give rise to any liability under Environmental Laws, or otherwise form the basis of any Action based on or related to the manufacture, generation, processing, distribution, use, treatment, storage, disposal, transport or handling, or the Release or threatened Release into the indoor or outdoor environment by Cardero or, to the knowledge of Cardero any of the Cardero Subsidiaries of any Hazardous Substances which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Cardero.

3.34 Intellectual Property

(a) Cardero or the Cardero Subsidiaries owns or has the valid right to use all trade-marks, service marks, and trade names used by Cardero and the Cardero Subsidiaries in connection with its business.
(b) To the knowledge of Cardero, the operation of its business does not infringe or misappropriate the intellectual property rights of any person, violate the rights of any person (including rights to privacy or publicity) or constitute unfair competition or trade practices under the Laws of any applicable jurisdiction.

3.35 Advisory Fees; Third Party Expenses

Except for the accountants, lawyers and investment bankers of Cardero retained to negotiate, advance, carry out and complete the transactions contemplated herein, there is no investment banker, broker, finder or other intermediary or advisor that has been retained by or is authorized to act on behalf of Cardero, any Cardero Subsidiary or any of their respective directors, officers or shareholders who might be entitled to any fee, commission or reimbursement of expenses from Cardero or any Cardero Subsidiary upon consummation of the transactions contemplated by this Agreement.

3.36 Corrupt Practices

None of Cardero, any of the Cardero Subsidiaries, nor to the knowledge of Cardero, any of their respective Representatives has taken, directly or indirectly any action which would cause Cardero or any of the Cardero Subsidiaries or affiliates to be in violation of the United States Foreign Corrupt Practices Act of 1977 , the Corruption of Foreign Public Officials Act (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), or any Applicable Laws of similar effect of any other jurisdiction

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(collectively, the " Anti-Corruption Laws ") and, to the knowledge of Cardero, no such action has been taken by any of its Representatives or affiliates. Cardero and the Cardero Subsidiaries have conducted their businesses in compliance with Anti-Corruption Laws and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

3.37 Aboriginal Affairs

(a) There is no Aboriginal Claim of which Cardero has received notice, which has been made or threatened with respect to any Cardero Material Property or any authorization issued by any Governmental Entity in respect of, or otherwise related to Cardero or any Cardero Material Property.
(b) To the knowledge of Cardero, no other person and no Aboriginal Group, has asserted any right or interest of any kind whatsoever, relating to any of the Cardero Material Properties.
(c) There are no material ongoing or outstanding discussions, negotiations or similar communications with or by any Aboriginal Group concerning Cardero or any Cardero Subsidiary or their respective business, operations or assets.
(d) Neither Cardero nor any Cardero Subsidiary has received any notice, whether written or oral from any Governmental Entity or Aboriginal Group of the exercise or assertion of any Aboriginal Claim in the area of the Cardero Material Properties or of an impact on any asserted Aboriginal Claim involving any works on the Cardero Material Properties.
(e) To the knowledge of Cardero, there has not been any blockade or other program of civil disobedience undertaken by any Aboriginal Group with respect to the Cardero Material Properties or otherwise affecting the Cardero Material Properties, or, to the knowledge of Cardero, has any responsible official of any Aboriginal Group threatened Cardero with any blockade or other program of civil disobedience with respect to the Cardero Material Properties or which could reasonably be expected to affect the Cardero Material Properties.

3.38 Non-Governmental Organizations and Community Groups

No material dispute between Cardero or any Cardero Subsidiary and any non-governmental organization, community, community group, civil organization or Aboriginal Group exists or, to the knowledge of Cardero, is threatened or imminent with respect to any of the properties or exploration activities of Cardero or any Cardero Subsidiary. Cardero has provided World Copper and World Copper's Representatives with full and complete access to all material correspondence received by Cardero, the Cardero Subsidiaries or their respective Representatives from any non-governmental organization, community, community group, civil organization or Aboriginal Group.

3.39 No Option on Assets

No person has any agreement or option or any right or privilege capable of becoming an agreement or option for the purchase from Cardero or any Cardero Subsidiary of any of the material assets of Cardero or any Cardero Subsidiary, other than pursuant to the transactions contemplated in this Agreement.

3.40 Fairness Opinion and Recommendation

As of the date hereof:

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(a) Evans and Evans, Inc. has delivered an oral opinion to the Cardero Board, to the effect that as of the date of such opinion, subject to the scope of review, assumptions and limitations described in such opinion, that the Consideration is fair from a financial point of view to the Cardero Shareholders;
(b) the Cardero Board has determined, after receiving financial and legal advice, that the Arrangement is fair to the Cardero Shareholders and in the best interests of Cardero;
(c) the Cardero Board has decided to recommend that the Cardero Shareholders vote in favour of the Arrangement Resolution; and
(d) all of Cardero's directors have advised Cardero that they intend to vote the Cardero Shares held by them in favour of the Arrangement and will, accordingly, so represent in the Cardero Circular.

3.41 Other Negotiations

Neither Cardero nor any Cardero Subsidiary (i) has entered into any agreement that conflicts with any of the transactions contemplated by this Agreement; or (ii) has entered into any agreement or had any discussions with any person regarding any transaction involving Cardero or any Cardero Subsidiary which could reasonably be expected to result in any of World Copper, Cardero, any Cardero Subsidiary or to the knowledge of Cardero any of their respective officers, directors or employees being subject to any Action for liability to such person as a result of entering into this Agreement or consummating the transactions contemplated hereby.

3.42 No Collateral Benefits

Except as set out in Section 3.42 of the Cardero Disclosure Letter, to the knowledge of Cardero, no related party of Cardero:

(a) is a party to any connected transaction to the Arrangement; or
(b) is entitled to receive as a consequence of the Arrangement or the other transactions contemplated by this Agreement any collateral benefit.

The terms " related party ", " connected transaction " and " collateral benefit " used in this Section 3.42 have the meanings ascribed thereto MI 61-101.

3.43 No Ownership of World Copper Shares or Other Securities

Neither Cardero nor any of its affiliates owns any World Copper Shares or any other securities of World Copper.

3.44 Full Disclosure

The Cardero Information Record, the Cardero Data Room and the Cardero Disclosure Letter taken together disclose all material facts related to Cardero, the Cardero Subsidiaries and their respective businesses, financial conditions, assets, liabilities and operations. The representations and warranties of Cardero contained in this Agreement, the statements of Cardero contained in the Cardero Disclosure Letter and in any certificate furnished to World Copper pursuant to any provision of this Agreement and the information included in the Cardero Data Room, taken together with the Cardero Information Record, are true and correct in all material respects and do not contain any misrepresentation.

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ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF WORLD COPPER

Except as set out in the World Copper Disclosure Letter (which, except as expressly stated therein, will make reference to the applicable section below in respect of which such qualification is being made), World Copper hereby represents and warrants to and in favour of Cardero as follows and acknowledges that Cardero is relying on such representations and warranties in connection with the transactions herein contemplated:

4.1 Incorporation and Organization

(a) World Copper and each of the World Copper Subsidiaries is a corporation duly incorporated under the laws of its respective jurisdiction of incorporation, is validly subsisting, has full corporate and legal power and authority to own, lease and operate the properties currently owned, leased and operated by it and to conduct its business as currently conducted and is in good standing with respect to the filing of annual returns or the equivalent.
(b) World Copper and each of the World Copper Subsidiaries is duly qualified or licensed to do business and is in good standing as a foreign corporation or organization authorized to do business in all jurisdictions in which the character of the properties owned, leased or operated or the nature of the business conducted by it would make such qualification or licensing necessary except as would not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect with respect to Cardero.
(c) True and complete copies of the constating documents of World Copper have been provided to Cardero and no amendments to such constating documents have been authorized which have not been provided to Cardero.

4.2 Capitalization

(a) The authorized capital of World Copper consists of an unlimited number of World Copper Shares. As of the close of business on July 30, 2021, the number of issued and outstanding World Copper Shares; World Copper Shares which are or will become issuable upon exercise of outstanding World Copper Options as at the Effective Date; and World Copper Shares which are or will become issuable upon exercise of outstanding World Copper Warrants are set out in Section 4.2(a) of the World Copper Disclosure Letter. No World Copper Shares are held in treasury or authorized or reserved for issuance, other than upon the exercise of the World Copper Options and the World Copper Warrants.
(b) All outstanding World Copper Shares have been duly authorized and are validly issued, are fully paid and non-assessable and were issued in compliance with the articles of World Copper and all Applicable Laws. Except as set out in Section 4.2(b) of the World Copper Disclosure Letter, there are, and have been, no pre-emptive rights relating to the allotment or issuance of any of the issued and outstanding World Copper Shares.
(c) Except as set out in Section 4.2(c) of the World Copper Disclosure Letter and pursuant to this Agreement and the transactions contemplated hereby, and other than the World Copper Options and World Copper Warrants, no person has any other Contract, agreement, option, commitment, arrangement, or any other right or privilege (whether by law, pre-emptive or contractual) capable of becoming a Contract, agreement, option or commitment (including any such right or privilege under convertible securities, warrants or convertible obligations of any nature) for the purchase, subscription, allotment or issuance of, or conversion into, any of the unissued shares or any other securities of World Copper.

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(d) The Consideration Shares to be issued pursuant to the Arrangement and the World Copper Shares issuable upon the exercise of the World Copper Replacement Warrants and the buy-out of the Kopple Royalty in accordance with their respective terms, will, when issued and delivered be duly and validly issued by World Copper on their respective dates of issue as fully paid and nonassessable shares and will not be issued in violation of the terms of any agreement or other understanding binding upon World Copper at the time that such shares are issued and will be issued in compliance with the constating documents of World Copper and all Applicable Laws. As of the Effective Date, all of the World Copper Replacement Warrants will be outstanding as duly authorized and validly existing warrants to acquire World Copper Shares, none of which will be issued in violation of the terms of any agreement or other understanding binding upon World Copper at the time at which they are issued.
(e) There are no outstanding bonds, debentures or other evidences of indebtedness of World Copper having the right to vote (or that are convertible for or exercisable into securities having the right to vote) with the holders of the World Copper Shares on any matter.

4.3 Authority and No Violation

(a) World Copper has all requisite corporate power and authority to enter into this Agreement and the documents required to be executed by it in connection with the transactions contemplated herein, to perform its obligations hereunder and to consummate the Arrangement and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by World Copper and such other documents by World Copper and the consummation by World Copper of the transactions contemplated by this Agreement (including the Arrangement) and such other documents have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize this Agreement or the transactions contemplated hereby, other than with respect to the implementation of the Arrangement, the approval of its board of directors.
(b) This Agreement has been duly executed and delivered by World Copper and constitutes a legal, valid and binding obligation, enforceable against World Copper in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors' rights generally, and to general principles of equity. The execution and delivery by World Copper of this Agreement and the performance by World Copper of its obligations hereunder and the completion of the transactions contemplated hereby, do not and will not:
(i) conflict with, result in a violation or breach of, constitute a default or require any consent (other than such as has already been obtained), to be obtained under, or give rise to any termination rights or payment obligation under, any provision of:
- (A) the notice of articles or articles of World Copper;
- (B) any Applicable Laws, subject to obtaining any required approval of the TSXV to the transactions contemplated herein, including for the listing of the Consideration Shares and the World Copper Shares issuable upon exercise of the World Copper Replacement Warrants on the TSXV; or
- (C) any licence or registration or any agreement, Contract or commitment, written or oral, which World Copper is a party to or bound by or subject to;
(ii) give rise to any right of termination or acceleration of indebtedness of World Copper, or cause any third party indebtedness of World Copper to come due before its stated maturity; or

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(iii) result in the imposition of any Encumbrance upon any of the assets of World Copper, or restrict, hinder, impair or limit its ability to carry on its business as and where it is now being carried on or as and where it may be carried on in the future; or
(c) No consent, approval, order, registration, notice, declaration or filing with, any Governmental Entity or other person is required to be obtained by World Copper in connection with the execution and delivery of this Agreement or any of the other documents contemplated hereby, or the consummation by World Copper of the transactions contemplated hereby or thereby, other than:
(i) as required by the Interim Order;
(ii) the Final Order;
(iii) filings with and approvals required by Securities Authorities and the TSXV, including in respect of the listing of the Consideration Shares and the World Copper Shares issuable upon exercise of the World Copper Replacement Warrants on the TSXV;
(iv) any other consents, approvals, orders, authorizations, declarations or filings which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on World Copper.

4.4 No Defaults

Neither World Copper nor any World Copper Subsidiary is in default under, and, there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute a default by World Copper under any Contract, agreement or licence that is material to the conduct of the business of World Copper or any World Copper Subsidiary to which any of them is a party or by which any of them is bound that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on World Copper.

4.5 World Copper Subsidiaries

The World Copper Subsidiaries are all of the direct or indirect subsidiaries of World Copper. World Copper is the sole beneficial and, direct or indirect, registered owner of all of the issued and outstanding shares in the capital of Subco and each of the other World Copper Subsidiaries with, except pursuant to restrictions on transfer contained in the articles, charters, by-laws or constating documents (or their equivalent) of each of the World Copper Subsidiaries, good and marketable title thereto, free and clear of all Encumbrances. Except pursuant to this Agreement and the transactions contemplated hereby, no person has any other agreement, option, commitment, arrangement, or any other right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, option or commitment (including any such right or privilege under convertible securities, warrants or convertible obligations of any nature) for the purchase, subscription, allotment or issuance of, or conversion into, any of the issued or unissued shares or any other securities of Subco or, to the knowledge of World Copper, any World Copper Subsidiary.

4.6 Reporting Issuer; Public Documents

(a) World Copper is a reporting issuer in the provinces of British Columbia and Alberta, and is not on the list of reporting issuers in default under applicable Securities Laws.
(b) As of the date of this Agreement, the World Copper Shares are not registered under Section 12 of the U.S. Exchange Act and World Copper is a "foreign private issuer" as defined in Rule 3b-4 under the U.S. Exchange Act, and is not subject to the reporting requirements of Sections 13(a) or 15(d) of the U.S. Exchange Act.

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(c) The World Copper Shares are listed and posted for trading on the TSXV and are quoted on the OTCQB tier of the OTC Markets. The World Copper Shares are not listed or quoted on any other market. World Copper is in compliance in all material respects with the rules and policies of the TSXV.
(d) World Copper is not subject to any cease trade or other order of any Governmental Entity, and, to the knowledge of World Copper, no inquiry, review or investigation (formal or informal) or other Actions involving World Copper that may operate to prevent or restrict trading of any securities of World Copper on are currently in progress or pending before any Governmental Entity.
(e) World Copper has filed all documents required to be filed by it in accordance with Applicable Canadian Securities Laws and the rules and policies of the TSXV. The World Copper Information Record includes a true and complete copy of all forms, reports, statements, certifications, and other documents required to be filed by World Copper. Such forms, reports, statements, certifications, and other documents, at the time filed or, if amended, as of the date of such amendment: (i) did not contain any misrepresentation; and (ii) complied in all material respects with the requirements of applicable Canadian Securities Laws except where such non-compliance has not had or would not reasonably be expected to have a Material Adverse Effect on World Copper. Except as set out in Section 4.6(e) of the World Copper Disclosure Letter, World Copper has not filed any confidential material change or other report or other document with any Securities Authorities, the TSXV or other self-regulatory authority which at the date hereof remains confidential. None of the World Copper Subsidiaries are required to file any reports or other documents with any of the Securities Authorities or the TSXV.

4.7 Financial Matters

(a) World Copper's Financial Statements have been, and all financial statements of World Copper which are publicly disseminated by in respect of any subsequent periods prior to the Effective Date will be, prepared in accordance with IFRS, applied on a basis consistent with prior periods and all Applicable Laws and present fairly or will present fairly, in all material respects:
(i) all the assets, liabilities (whether accrued, absolute, contingent or otherwise) and the financial condition of World Copper and the World Copper Subsidiaries, on a consolidated basis as at the respective dates thereof; and
(ii) the revenues, earnings, results of operations and cash flows of World Copper and the World Copper Subsidiaries, on a consolidated basis for the periods covered thereby.
(b) World Copper has no knowledge of any material adjustments, potential liabilities or obligations, which individually or in the aggregate have not been reflected in World Copper's Annual Financial Statements, other than liabilities, indebtedness and obligations incurred by World Copper and/or the World Copper Subsidiaries in the ordinary course of business, or as contemplated in this Agreement.

4.8 Business Carried on in Ordinary Course

The Business of World Copper has been carried on in the ordinary course since December 31, 2020 and since such date:

(a) there has not been any event, occurrence, development or state of circumstances or facts which has had or is reasonably likely to give rise to a Material Adverse Effect with respect to World Copper;
(b) there has not been any material write-down by World Copper of any assets of World Copper;

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(c) no liability or obligation of any nature (whether absolute, accrued, contingent or otherwise and whether matured or unmatured) which has had or is reasonably likely to have a Material Adverse Effect with respect to World Copper has been incurred;
(d) there has not been any acquisition or sale, lease, licence, expiry or other disposition by World Copper or any World Copper Subsidiary of any interest in any Mineral Rights;
(e) neither World Copper nor any World Copper Subsidiary has entered into any Material Contract or amended, modified, relinquished, terminated or failed to renew any Material Contract;
(f) neither World Copper nor any World Copper Subsidiary has made any change in accounting policies, principles, methods, practices or procedures (including for bad debts, contingent liabilities or otherwise); and
(g) neither World Copper nor any World Copper Subsidiary has agreed, announced, resolved or committed to do any of the foregoing.

4.9 Minute Books and Corporate Records

To the knowledge of World Copper, the minute and record books of World Copper and each of the World Copper Subsidiaries have been maintained in accordance with all Applicable Laws and are complete and accurate in all material respects, except where such incompleteness or inaccuracy would not have a Material Adverse Effect on World Copper. World Copper is not a party to or bound by or subject to any shareholder agreement or unanimous shareholder agreement governing its affairs or the relationships, rights and duties of shareholders and is not subject to a shareholder rights plan or "poison pill" or similar plan.

4.10 Accuracy of Books and Records

The financial books and records of World Copper and each of the World Copper Subsidiaries accurately and fairly set out and disclose in all material respects, in accordance with IFRS, its financial position as at the date hereof and all material financial transactions have been accurately recorded in such books and records on a consistent basis and in conformity with IFRS.

4.11 Guarantees

Neither World Copper nor any World Copper Subsidiary is a party to or bound by or subject to any guarantee of the indebtedness of any other person.

4.12 Real Property

Neither World Copper nor any World Copper Subsidiary owns, has any interest in, or is a party to or bound by or subject to any agreement, Contract or commitment, or any option to purchase, any real or immovable property.

4.13 Mineral Rights

(a) The World Copper Material Properties are accurately described in Schedule D, which contains a complete description of the claims, licences, permits, agreements and other rights comprising World Copper's interest in the World Copper Material Properties. Except as set out in Section 4.13(a) of the World Copper Disclosure Letter, World Copper has sole title, free and clear of any title defect or Encumbrance, to the World Copper Material Properties.
(b) To the knowledge of World Copper, the World Copper Material Properties have been properly located and recorded in compliance with Applicable Laws and are valid and subsisting.

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(c) The World Copper Material Properties are in good standing under Applicable Laws and, to the knowledge of World Copper, all work required to be performed and filed in respect thereof has been performed and filed, all Taxes, royalties, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made.
(d) Neither World Copper nor, to the knowledge of World Copper, any World Copper Subsidiary has elected or refused to participate in any exploration, development or other operations with respect to the World Copper Material Properties which has or may give rise to any penalties, forfeitures or reduction of its interest by virtue of any conversion or other alteration occurring under the title and operating documents which govern the World Copper Material Properties.
(e) To the knowledge of World Copper, there is no material adverse Action against or challenge to the title of or ownership of the World Copper Material Properties. World Copper is not aware of any defects, failures or impairments in the title of World Copper to any of the World Copper Material Properties, whether or not an Action is pending or threatened and whether or not discovered by any third party, which in aggregate could have a Material Adverse Effect in respect of World Copper.
(f) Except as set out in Section 4.13(f) of the World Copper Disclosure Letter, there are no back-in rights, earn-in rights, farm-in rights, streaming arrangements, purchase options, rights of first refusal or similar provisions or rights or any agency marketing fees, royalty arrangements, volume or production based payments or any other arrangements or payments (actual or contingent) which would affect or entitle any person to receive any payment in connection with World Copper's interest in the World Copper Material Properties or the production or sale of minerals therefrom.
(g) Except as set out in Section 4.13(g) of the World Copper Disclosure Letter, there are no restrictions on the ability of World Copper to use, transfer or exploit any of the World Copper Material Properties, except pursuant to the Applicable Laws and each Contract or other agreement pertaining to the World Copper Material Properties, which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on World Copper.
(h) World Copper and, to the knowledge of World Copper, each of the World Copper Subsidiaries has duly and timely satisfied all of the obligations required to be satisfied, performed and observed by it under, and there exists no default or event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default by World Copper under any agreement pertaining to the World Copper Material Properties or to their other respective material assets or properties and each such Contract or other agreement is enforceable and in full force and effect.
(i) Except as set out in Section 4.13(i) of the World Copper Disclosure Letter, subject to the rights, covenants, conditions and stipulations in the title documents and any agreement pertaining to its assets or properties (including the World Copper Material Properties) and on the lessee's or holder's part thereunder to be paid or performed and observed, World Copper and, to the knowledge of World Copper, each of the World Copper Subsidiaries may enter into and upon, hold and enjoy its respective property and assets (including the World Copper Material Properties) for the remainder of their respective material terms and all renewals or extensions thereof for its own use and benefit without any lawful interruption of or by any other person.
(j) Except as set out in Section 4.13(j) of the World Copper Disclosure Letter, World Copper and, to the knowledge of World Copper, the World Copper Subsidiaries have those surface rights, including leases, easements, rights of way and permits or licences from landowners or Governmental Entities permitting the use of land by World Copper and the World Copper Subsidiaries, and other interests that are required to explore and develop the World Copper Material

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Properties based on current operations and no third party or group holds any such rights that would be required by World Copper to develop World Copper Material Properties.

(k) Neither World Copper nor, to the knowledge of World Copper, any World Copper Subsidiary has received any notice, whether written or oral, from any Governmental Entity of any revocation or intention to revoke any interest of World Copper or a World Copper Subsidiary in any of the World Copper Material Properties.
(l) World Copper has provided Cardero with access to full and complete copies of all material exploration information and data within its possession or control including, without limitation, all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all technical reports, feasibility studies and other similar reports and studies concerning the World Copper Material Properties, and World Copper and, to the knowledge of World Copper, the World Copper Subsidiaries have the sole right, title and ownership of all such information, data, reports and studies.

4.14 Technical Reports; Mineral Reserves and Resources

The technical report prepared for World Copper entitled "Mineral Resource Estimate for the Escalones Copper Project Santiago Metropolitan Region, Chile" effective date June 30, 2020, issue date September 17, 2020 (the " World Copper Technical Report ") has been prepared and disclosed in all material respects in accordance with accepted mining, engineering, geoscience and other approved industry practices and all Applicable Laws, including the requirements of NI 43-101. The information provided by World Copper to the "qualified persons" (as defined in NI 43-101) in connection with the preparation of such estimates was complete and accurate at the time such information was furnished. There has been no material reduction in the aggregate amount of estimated mineral resources of World Copper from the amounts disclosed in the World Copper Information Record. All material information regarding the World Copper Material Properties, including drill results, technical reports and studies, that are required to be disclosed by Applicable Laws, have been disclosed in the World Copper Information Record except where an omission of such disclosure may not reasonably, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect with respect to World Copper.

4.15 Operational Matters

Except as would not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect with respect to World Copper:

(a) all rentals, royalties, overriding royalty interests, production payments, net profit interests, burdens, payments and obligations due and payable, or to be performed, as the case may be, on or prior to the date hereof under, with respect to, or on account of, any direct or indirect assets of World Copper or the World Copper Subsidiaries have been duly paid, duly performed, or otherwise provided for prior to the date hereof;
(b) all costs, expenses, and liabilities payable on or prior to the date hereof under the terms of any contracts and agreements to which World Copper or any of the World Copper Subsidiaries is directly or indirectly bound have been properly and timely paid, except for such expenses that are being currently paid prior to delinquency in the ordinary course of business;
(c) to the knowledge of World Copper and except as set out in Section 4.15(c) of the World Copper Disclosure Letter, as of the date of this Agreement there are no operational, geotechnical, geochemical or structural issues, social conflicts or limitations to surface rights, relating to the exploration and development of the World Copper Material Properties; and

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(d) any and all operations of World Copper and each of the World Copper Subsidiaries and, to the knowledge of World Copper, any and all operations by third parties, on or in respect of the World Copper Material Properties, have been conducted in accordance with reasonable and prudent international mining industry practices and in compliance with Applicable Laws.

4.16 Material Contracts

Except for the Material Contracts listed and described in Section 4.16 of the World Copper Disclosure Letter, as of the date of this Agreement neither World Copper nor any World Copper Subsidiary is a party to or bound by or subject to any of the following:

(a) any Debt Instrument;
(b) any Contract limiting the right of World Copper or any World Copper Subsidiary to engage in any line of business or to compete with any other person;
(c) any Contract by virtue of which any of the World Copper Material Properties were acquired or are held by World Copper or to which the World Copper Material Properties are subject or which grant rights which are or may be used in connection therewith;
(d)
any guarantee;
(e) any Contract to indemnify, hold harmless or defend any other person with respect to any assertion of personal injury, damage to property, misappropriation or violation or warranting the lack thereof; or
(f) any other Contract which is or would reasonably be expected to be material to the business, properties, assets, operations, condition (financial or otherwise) or prospects of World Copper or any of the World Copper Subsidiaries.

4.17 No Breach of Material Contracts

World Copper and each of the World Copper Subsidiaries has performed all of the material obligations required to be performed by it, and is entitled to all benefits under, and is not in default in respect of, any Material Contract to which it is a party. Each of the Material Contracts is: (i) enforceable by World Copper or a World Copper Subsidiary, as applicable, in accordance with its terms (subject to any limitation under bankruptcy, insolvency or other Laws affecting creditors' rights generally and to general principals of equity); (ii) in full force and effect, unamended, and there exists no breach thereof or default or event of default or event, occurrence, condition or act with respect to World Copper or and World Copper Subsidiary or, to the knowledge of World Copper, with respect to the other contracting party or otherwise that, with or without the giving of notice, the lapse of time or the happening of any other event or conditions and but for any waiver or extension granted by the other contracting party, would (A) become a default or event of default under any Material Contract; or (B) result in the loss or expiration of any right or option by World Copper or any World Copper Subsidiary (or the gain thereof by any third party) under any Material Contract. World Copper has made available a copy of each of the Material Contracts to Cardero.

4.18 Legal Proceedings

There are no Actions (whether private, governmental or otherwise, and whether or not purportedly on behalf of World Copper or any World Copper Subsidiary) in progress, pending, or to the knowledge of World Copper, threatened, against or affecting World Copper or any World Copper Subsidiary (including Actions against any directors, officers or employees of World Copper or any World Copper Subsidiary which relate to the business, affairs, assets or operations of World Copper) or before or by any Governmental Entity

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which, individually or in the aggregate, may reasonably be expected to have a Material Adverse Effect. There is no judgment, decree, injunction, ruling, order or award of any Tribunal outstanding against or affecting World Copper or any World Copper Subsidiary. World Copper is not aware of any grounds on which any such Action might be commenced with any reasonable likelihood of success, and does not have any present plans or intentions to initiate any Action against any third party.

4.19 Compliance with Applicable Laws

World Copper and each of the World Copper Subsidiaries has conducted and is conducting its business in compliance in all material respects with all Applicable Laws, is not in material breach of any of such Laws which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on World Copper, and is duly licensed or registered in each jurisdiction in which it owns or leases its property and assets or carries on its business, so as to enable its business to be carried on as now conducted and its property and assets to be so owned or leased. Neither World Copper nor any World Copper Subsidiary has received notice of any violation of Applicable Laws in any jurisdiction.

4.20 Insolvency

No act or proceeding has been taken by or against World Copper or any World Copper Subsidiary in connection with the dissolution, liquidation, winding up, bankruptcy or reorganization of World Copper or any of World Copper Subsidiary or for the appointment of a trustee, receiver, manager or other administrator of World Copper or any of World Copper Subsidiary or any of their respective properties or assets nor, to the knowledge of World Copper, is any such act or proceeding threatened. Neither World Copper nor any of its Subsidiaries has sought protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation. Neither World Copper nor any of its Subsidiaries or any of their respective properties or assets is subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict, the right or ability of World Copper or any World Copper Subsidiary to conduct its business in all material respects as it has been carried on prior to the date hereof, or that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or would reasonably be expected to prevent or significantly impede or materially delay the completion of the Arrangement.

4.21 Tax Matters

(a) Save for the requirement to file Tax Returns in respect of income taxes for the current taxation year (which return is not yet due), and any income Tax Return which is required to be filed as a result of or in connection with the transactions contemplated herein, World Copper and each of the World Copper Subsidiaries has duly filed in the prescribed manner and within the prescribed time all Tax Returns required to be filed by it on or before the date hereof with any taxing or regulatory authority to which it is subject and each such Tax Return was complete and accurate at the time filed.
(b) Except as set out in Section 4.21(b) of the World Copper Disclosure Letter, World Copper and each of the World Copper Subsidiaries has paid all Taxes and installments on account of Taxes that are due and payable by it, and any interest, penalties and fines in connection therewith, properly due and payable, and has paid all of same in connection with all known assessments, reassessments and adjustments.
(c) World Copper and each of the World Copper Subsidiaries has duly and timely collected all amounts on account of any sales, use or transfer Taxes, including all goods and services, harmonized sales, value added, provincial and territorial taxes and state and local taxes, required by Law to be collected by it and has duly and timely remitted to the appropriate Governmental Entity any such amounts required by Law to be remitted by it.

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(d) Except as set out in World Copper's Annual Financial Statements, there are no Taxes or fines in respect of Taxes claimed by any Governmental Entity against World Copper or any World Copper Subsidiary or which are known to World Copper to be due and owing by World Copper or any World Copper Subsidiary and, to the knowledge of World Copper, there are no pending or threatened reassessments by any Governmental Entity in respect of Taxes owing by World Copper or any World Copper Subsidiary, and there are no matters of dispute or under discussion with any Governmental Entity relating to Taxes or fines in respect of Taxes asserted by such Governmental Entity against World Copper or any World Copper Subsidiary.
(e) World Copper's Annual Financial Statements fully reflect accrued liabilities as at December 31, 2020 for all Taxes which were not yet then due and payable and for which Tax Returns were not yet then required to be filed. There are no Actions and no assessment, reassessment or request for information in progress, pending or, to the knowledge of World Copper, threatened against or affecting World Copper in respect of Taxes nor are any issues under discussion with any taxing authority relating to any matters which could result in claims for additional Taxes.
(f) There are no agreements, waivers or other arrangements made by World Copper or any World Copper Subsidiary providing for an extension of time with respect to any assessment or reassessment of Tax, the filing of any Tax Return or the payment of any Tax by World Copper or any World Copper Subsidiary.
(g) World Copper and each of the World Copper Subsidiaries has withheld the amount of all Taxes and other deductions required under any Applicable Laws to be withheld from each payment made by it and has paid all amounts withheld which are due and payable before the date hereof and all installments of Taxes which are due and payable before the date hereof to the relevant taxing or other authority within the time prescribed under any Applicable Laws.
(h) World Copper is not classified as a U.S. corporation for U.S. income tax purposes (including, without limitation, under Section 7874 of the U.S. Tax Code or the U.S. Treasury Regulations promulgated thereunder) and does not expect the transactions contemplated hereunder to cause it to become an inverted corporation within the meaning of Section 7874 of the U.S. Tax Code.

4.22 Licences

Section 4.22 of the World Copper Disclosure Letter sets out a complete and accurate list of all material licences, permits, approvals, consents, certificates, registrations and authorizations (whether governmental, regulatory or similar type) relating to the business of World Copper (the " World Copper Licences "), and there are no other material licences, permits, approvals, consents, certificates, registrations, or authorizations, necessary to carry on its business as presently carried on or to own or lease any of the material property or assets utilized by World Copper or any World Copper Subsidiary. Each World Copper Licence is valid and subsisting and in good standing and there is no default or breach of any World Copper Licence which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on World Copper and, to the best of the knowledge of World Copper, no Action is pending or threatened to revoke or limit any World Copper Licence. No World Copper Licence is non-renewable, expires within 12 months or contains any burdensome term, provision, condition or limitation which has or could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on World Copper.

4.23 No Business Restrictions

There is no agreement (non-compete or otherwise), commitment, judgment, injunction, order or decree to which World Copper is party or which is otherwise binding upon World Copper which has or reasonably could be expected to have the effect of prohibiting or impairing any business practice of World Copper,

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any acquisition of property (tangible or intangible) by World Copper or the conduct of business by World Copper, as currently conducted or proposed to be conducted and which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on World Copper.

4.24 Liabilities

There are no material liabilities of World Copper or any World Copper Subsidiary of any kind (whether accrued, absolute, contingent or otherwise and whether matured or unmatured) existing on the date hereof except for:

(a) liabilities (including liabilities for unpaid Taxes) disclosed on, reflected in or provided for in World Copper's Financial Statements;
(b) liabilities disclosed or referred to in this Agreement;
(c) liabilities incurred in the ordinary course of business and attributable to the period since December 31, 2020, none of which, individually or in the aggregate, has a Material Adverse Effect on World Copper; and
(d) liabilities incurred in connection with this Agreement or the transactions contemplated in this Agreement;

which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on World Copper.

4.25 Environmental

(a) The operation of the World Copper Material Properties by World Copper and, to the knowledge of World Copper, each of the World Copper Subsidiaries, the property and assets owned or used by World Copper and the World Copper Subsidiaries and the use, maintenance and operation thereof have been and are in compliance with Environmental Laws. Each of World Copper and, to the knowledge of World Copper, the World Copper Subsidiaries has complied, in all material respects, with all reporting and monitoring requirements under Environmental Laws. Neither World Copper nor, to the knowledge of World Copper, any of the World Copper Subsidiaries has received any notice of any non-compliance with any Environmental Laws or Environmental Permits, and none of World Copper or, to the knowledge of World Copper, any of the World Copper Subsidiaries have been convicted of an offence of non-compliance with any Environmental Laws or Environmental Permits or been fined or otherwise sentenced or settled such prosecution short of conviction.
(b) World Copper and each of the World Copper Subsidiaries has obtained all material Environmental Permits necessary to conduct its business and to own, use and operate its properties and assets, all such Environmental Permits are in full effect, no appeal or other action is pending to revoke any such Environmental Permit and the operation of the business of World Copper and, to the knowledge of World Copper, each of the World Copper Subsidiaries, the property and assets owned by World Copper and, to the knowledge of World Copper, each of the World Copper Subsidiaries and the use, maintenance and operation thereof have been and are, in all material respects, in compliance with all Environmental Permits. To the extent required by Environmental Laws, World Copper and, to the knowledge of World Copper, each of the World Copper Subsidiaries has filed all applications necessary to renew or obtain any necessary permits, licences, or authorizations in a timely fashion so as to allow it to continue to operate its business in compliance with Environmental Laws, and World Copper does not expect such new or renewed licences, permits or

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other authorizations to include any terms or conditions that will have a Material Adverse Effect in respect of World Copper.

(c) World Copper and, to the knowledge of World Copper, each of the World Copper Subsidiaries has, at all times, used, generated, treated, stored, transported, disposed of or otherwise handled its Hazardous Substances, in all material respects, in compliance with Environmental Laws and Environmental Permits.
(d) Neither World Copper nor, to the knowledge of World Copper, any of the World Copper Subsidiaries is, and, to the knowledge of World Copper, there is no reasonable basis upon which World Copper or any World Copper Subsidiary could become, responsible for any material clean up or corrective action under any Environmental Laws and which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on World Copper.
(e) All audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters relating to World Copper or, to the knowledge of World Copper, any of the World Copper Subsidiaries have been made available to Cardero.
(f) There are no past or present (or, to the knowledge World Copper, future) events, conditions, circumstances, activities, practices, incidents, actions or plans which may interfere with or prevent compliance or continued compliance by World Copper and, to the knowledge of World Copper, each of the World Copper Subsidiaries with Environmental Laws as in effect on the date hereof or which may give rise to any liability under Environmental Laws, or otherwise form the basis of any Action, based on or related to the manufacture, generation, processing, distribution, use, treatment, storage, disposal, transport or handling, or the Release or threatened Release into the indoor or outdoor environment by World Copper or, to the knowledge of World Copper, any of the World Copper Subsidiaries of any Hazardous Substances which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on World Copper.

4.26 Corrupt Practices

None of World Copper, any of the World Copper Subsidiaries, nor to the knowledge of World Copper, any of their respective Representatives has taken, directly or indirectly any action which would cause World Copper or any of the World Copper Subsidiaries or affiliates to be in violation of Anti-Corruption Laws and, to the knowledge of World Copper, no such action has been taken by any of its Representatives or affiliates. World Copper and the World Copper Subsidiaries have conducted their businesses in compliance with Anti-Corruption Laws and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

4.27 Aboriginal Affairs

(a) There is no Aboriginal Claim of which World Copper has received notice, which has been made or threatened with respect to any World Copper Material Property or any authorization issued by any Governmental Entity in respect of, or otherwise related to World Copper or any World Copper Material Property.
(b) To the knowledge of World Copper, no other person and no Aboriginal Group, has asserted any right or interest of any kind whatsoever, relating to any of the World Copper Material Properties.
(c) There are no material ongoing or outstanding discussions, negotiations or similar communications with or by any Aboriginal Group concerning World Copper or any World Copper Subsidiary or their respective business, operations or assets.

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(d) Neither World Copper nor any World Copper Subsidiary has received any notice, whether written or oral from any Governmental Entity or Aboriginal Group of the exercise or assertion of any Aboriginal Claim in the area of the World Copper Material Properties or of an impact on any asserted Aboriginal Claim involving any works on the World Copper Material Properties.
(e) To the knowledge of World Copper, there has not been any blockade or other program of civil disobedience undertaken by any Aboriginal Group with respect to the World Copper Material Properties or otherwise affecting the World Copper Material Properties, or, to the knowledge of World Copper, has any responsible official of any Aboriginal Group threatened World Copper with any blockade or other program of civil disobedience with respect to the World Copper Material Properties or which could reasonably be expected to affect the World Copper Material Properties.

4.28 Non-Governmental Organizations and Community Groups

Except as set out in Section 4.28 of the World Copper Disclosure Letter, no material dispute between World Copper or any World Copper Subsidiary and any non-governmental organization, community, community group, civil organization or Aboriginal Group exists or, to the knowledge of World Copper, is threatened or imminent with respect to any of the properties or exploration activities of World Copper or any World Copper Subsidiary.

4.29 No Option on Assets

Except as set out in Section 4.29 of the World Copper Disclosure Letter, no person has any agreement or option or any right or privilege capable of becoming an agreement or option for the purchase from World Copper or any World Copper Subsidiary of any of the material assets of World Copper or any World Copper Subsidiary, other than pursuant to the transactions contemplated in this Agreement.

4.30 Other Negotiations

Neither World Copper nor any World Copper Subsidiary (i) has entered into any agreement that conflicts with any of the transactions contemplated by this Agreement; or (ii) has entered into any agreement or had any discussions with any person regarding any transaction involving World Copper or any World Copper Subsidiary which could reasonably be expected to result in any of Cardero, World Copper, any World Copper Subsidiary or to the knowledge of World Copper any of their respective officers, directors or employees being subject to any claim for liability to such person as a result of entering into this Agreement or consummating the transactions contemplated hereby.

4.31 No Ownership of Cardero Shares or Other Securities

Neither World Copper nor any of its affiliates owns any Cardero Shares or any other securities of Cardero.

4.32 Full Disclosure

The World Copper Information Record, World Copper Data Room and the World Copper Disclosure Letter taken together disclose all material facts related to World Copper, the World Copper Subsidiaries and their respective businesses, financial conditions, assets, liabilities and operations. The representations and warranties of World Copper contained in this Agreement, the statements of World Copper contained in the World Copper Disclosure Letter and in any certificate furnished to Cardero pursuant to any provision of this Agreement and the information included in the World Copper Data Room, taken together with the World Copper Information Record, are true and correct in all material respects and do not contain any misrepresentation.

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ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF SUBCO

Subco hereby represents and warrants to and in favour of Cardero as follows and acknowledges that Cardero is relying on such representations and warranties in connection with the transactions herein contemplated:

5.1 Incorporation and Organization

Subco has been duly incorporated under the laws of its jurisdiction of incorporation, is validly subsisting, has full corporate or legal power and authority to own, lease and operate the properties currently owned, leased and operated by it and to conduct its business as currently conducted, and is in good standing with respect to the filing of annual returns. No proceeding have been instituted or are pending for the dissolution or liquidation of Subco.

5.2 Capitalization

(a) The authorized capital of Subco consists of an unlimited number of Subco Shares, as of the date hereof, one Subco Share is issued and outstanding, which is owned by Cardero. No Subco Shares are held in treasury or authorized or reserved for issuance. All outstanding Subco Shares have been duly authorized and are validly issued, are fully paid and non-assessable and were issued in compliance with the articles of Subco and all Applicable Laws. There are, and have been, no preemptive rights relating to the allotment or issuance of any of the issued and outstanding Subco Shares. Other than as provided for in this Agreement, no person has any agreement, option, commitment, arrangement, or any other right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, option or commitment (including any such right or privilege under convertible securities, warrants or convertible obligations of any nature) for the purchase, subscription, allotment or issuance of, or conversion into, any of the unissued shares or any other securities of Subco or the purchase or other acquisition from Subco of any of its undertakings, business or assets.
(b) There are no outstanding bonds, debentures or other evidences of indebtedness of Subco having the right to vote (or that are convertible for or exercisable into right to vote) with the holders of the Subco Shares on any

5.3 Authority and No Violation

(a) Subco has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Subco and the consummation by Subco of the transactions contemplated by this Agreement have been duly authorized by the board of directors of Subco.
(b) This Agreement has been duly executed and delivered by Subco and constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors' rights generally, and to general principles of equity. All documents required to be executed by Subco in connection with the transactions contemplated herein will be duly executed and delivered by Subco and, when so executed and delivered, will constitute a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors' rights generally, and to general principles of equity.
(c) The approval of this Agreement and the other documents required to be executed by Subco in connection with the transactions contemplated herein, the execution and delivery by Subco of this

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Agreement and such other documents, the performance by it of its obligations hereunder and the completion of the Arrangement and the transactions contemplated thereby, will not conflict with, result in a violation or breach of, constitute a default, or require any consent (other than such as has already been obtained) to be obtained under, or give rise to any termination rights or payment obligation under any provision of:

(i) its notice of articles or articles;
(ii) any resolutions of its board of directors (or any committee thereof) or shareholders;
(iii)
- any Applicable Laws; or
(iv) any material Contract, agreement, license, franchise or permit to which it is party or by which it is bound.
(d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or other person is required to be obtained by Subco in connection with the execution and delivery of this Agreement or the consummation by Subco of the transactions contemplated hereby.

ARTICLE 6 NON-WAIVER, DISCLOSURE LETTERS AND SURVIVAL

6.1 Non-Waiver

No investigations made by or on behalf of any of the Parties at any time will have the effect of waiving, diminishing the scope of or otherwise affecting any representation or warranty made by any other Party herein or pursuant hereto, unless disclosure of the fact at issue is expressly made in writing to the other Party prior to the execution hereof and such disclosure contains no material untrue statement.

6.2 Disclosure Letters

The Parties acknowledge and agree that Cardero has concurrently with the execution hereof delivered to World Copper the Cardero Disclosure Letter, which has been acknowledged and accepted by World Copper and which sets forth all modifications to those representations and warranties made by Cardero in Article 3. The Parties acknowledge and agree that World Copper has concurrently with the execution hereof delivered to Cardero the World Copper Disclosure Letter, which has been acknowledged and accepted by Cardero and which sets forth all modifications to those representations and warranties made by World Copper in Article 4.

6.3 Survival

For greater certainty, the representations and warranties of the Parties contained herein will survive the execution and delivery of this Agreement and will terminate on the earlier of the termination of this Agreement in accordance with its terms and the Effective Date.

ARTICLE 7 COVENANTS

7.1 Covenants of Cardero Regarding the Conduct of Business

(a) Except (i) as required by Applicable Laws, (ii) as expressly permitted by this Agreement; or (iii) with the prior written consent of World Copper (which consent will not be unreasonably withheld, conditioned or delayed), from the date hereof until the earlier of the Effective Time or

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the date this Agreement will be terminated in accordance with Section 10.2 (the " Pre-Closing Period "), Cardero (which, for purposes of this Section 7.1, will include the Cardero Subsidiaries) will, (A) conduct the business and operations of Cardero and the Cardero Subsidiaries, taken as a whole, in all material respects in the ordinary course; and (B) use commercially reasonable best efforts to (v) preserve intact and maintain the current business organizations and operations of Cardero and the Cardero Subsidiaries; (w) maintain in effect all existing material Cardero Licences; (x) maintain their assets and properties in good working order and condition, ordinary wear and tear excepted; (y) maintain insurance on their tangible assets and businesses in such amounts and against such risks and losses as are currently in effect; and (z) maintain their existing relations and goodwill with Governmental Entities, key employees, lessors, suppliers, customers, regulators, distributors, landlords, creditors, licensors, licensees and other persons having business relationships with them.

(b) Without limiting the generality of the foregoing, except (i) as provided in Section 7.1(b) of the Cardero Disclosure Letter; (ii) as required by Applicable Laws; (iii) as expressly permitted by this Agreement; or (iv) with the prior written consent of World Copper (which consent will not be unreasonably withheld, conditioned or delayed), during the Pre-Closing Period, Cardero will not and will not permit any Cardero Subsidiary to:
(i) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding shares of, or other equity interests in, or other securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of specific events) into or exchangeable for any shares of, Cardero or any Cardero Subsidiary; (B) split, combine or reclassify any shares of, or other equity interests in, Cardero or any Cardero Subsidiary; (C) acquire any securities; or (D) purchase, redeem or otherwise acquire, or offer to purchase, redeem or otherwise acquire, any shares of, or other equity interests in, or outstanding securities of, Cardero or any Cardero Subsidiary except as required by the terms of any share or equity interest of any Cardero Subsidiary, or as contemplated or permitted by the terms of any agreement applicable to any Cardero Option outstanding on the date hereof or issued in accordance with this Agreement;
(ii) except for (A) the issuance of Cardero Shares in respect of any exercise of Cardero Options; (B) the issuance of Cardero Shares in respect of the exercise of Cardero Warrants; (C) the issuance of Cardero Shares in respect of the conversion of the Kopple Loans; (D) the issuance of Cardero Shares as required by agreements in force and effect prior to the date hereof or pursuant to arrangements set out in Section 7.1(b)(ii) of the Cardero Disclosure Letter; (E) transactions solely between or among Cardero and the Cardero Subsidiaries; and (F) the issuance of Cardero Options in the ordinary course pursuant to the Cardero Option Plan, issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of (x) any shares of, or other equity interests in, Cardero or any Cardero Subsidiary; (y) any securities convertible into or exchangeable or exercisable for any shares of, or other equity interests in, Cardero; and (z) any rights, warrants or options to acquire or with respect to any shares of, or other equity interests in, or outstanding securities of, Cardero;
(iii) except as required by the terms of any Cardero Benefit Plan or Applicable Laws, (A) enter into, adopt or terminate any material Cardero Benefit Plan, other than entering into employment agreements in the ordinary course that can be terminated within thirty (30) days without penalty or payment of severance; (B) amend any Cardero Benefit Plan, other than amendments in the ordinary course that do not materially increase the cost to Cardero of maintaining such Cardero Benefit Plan; (C) increase the compensation or severance payable to any current or former employee or director; (D) grant or award, or pay or award, any severance or termination pay, bonuses, retention or incentive compensation, to any

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current or former employee or director, other than issuance of Cardero Options in the ordinary course pursuant to the existing Cardero Benefit Plan; (E) hire or terminate the employment of any employee with an annual base salary greater than or equal to $50,000 or with a title equal to Manager or above, other than terminations for cause; (F) recall any laid off or furloughed employees to the workplace, or return any employees to the workplace, other than in compliance with Applicable Laws; (G) implement any layoffs, furloughs or reductions in hours with respect to any officers or employees of Cardero or any Cardero Subsidiary; (H) modify, extend or enter into any employment agreements; or (I) recognize or certify any unions, employee representative bodies or other labour organizations as the bargaining representative for any employees of Cardero or any Cardero Subsidiary;

(iv) waive the restrictive covenant obligations of any Cardero officer, employee or contractor;
(v) (A) in the case of Cardero, amend or permit the adoption of any amendment to the notice of articles or articles or other constating documents of Cardero; or (B) in the case of any of the Cardero Subsidiaries, except for amendments that would not materially restrict the operation of their businesses, amend or permit the adoption of any amendment to the notice of articles or articles or other constating documents of the Cardero Subsidiaries;
(vi) (A) merge, consolidate, combine or amalgamate with any person or announce, authorize, propose or recommend any such merger, consolidation, combination or amalgamation (other than the Arrangement); or (B) acquire or agree to acquire (including by merging or consolidating with, purchasing any equity interest in or a substantial portion of the assets of, exchanging, licensing or by any other manner), any properties, assets, business or any corporation, partnership, association or other business organization or division thereof;
(vii) consummate, authorize, recommend, propose or announce any intention to adopt a plan of complete or partial liquidation or dissolution of Cardero or any Cardero Subsidiary, or a restructuring, recapitalization or other reorganization of Cardero or any Cardero Subsidiary of a similar nature;
(viii) authorize, make or commit to make capital expenditures, except to the extent that capital expenditures are required to repair damage resulting from insured casualty events or capital expenditures required on an emergency basis or for the safety of individuals, assets or the environment;
(ix) sell, lease, exchange or otherwise dispose of, or agree to sell, lease, exchange or otherwise dispose of, any of its assets or properties, other than among Cardero and any of the Cardero Subsidiaries or among the Cardero Subsidiaries;
(x) (A) enter into any lease for real property; or (B) terminate, amend, assign, transfer, modify, supplement, deliver a notice of termination under, fail to renew or waive or accelerate any rights or defer any liabilities under any Contract relating to Mineral Rights with respect to any Cardero Material Property;
(xi) fail to maintain and preserve each of the Cardero Material Properties in good standing and maintain, preserve and keep in good standing all of its rights under each of the Cardero Licenses; provided, that the foregoing will not require Cardero or any Cardero Subsidiary to take any action to alter the terms of any Contract with respect to any Cardero Material Property;

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(xii) (A) incur, create or suffer to exist any Encumbrance other than Encumbrances in existence on the date hereof; or (B) incur, create, assume or guarantee any Indebtedness, other than transactions solely between or among Cardero any of the Cardero Subsidiaries or among the Cardero Subsidiaries, and in each case guarantees thereof;
(xiii) make any pre-payment under an existing indebtedness, other than in respect of the Kopple Loans;
(xiv) other than the settlement of any Actions reflected in Cardero's Financial Statement in an amount not in excess of such reserve, settle or offer or propose to settle, any Action (excluding (A) any audit, claim or Action in respect of Taxes and (B) any stockholder litigation against Cardero, World Copper or their respective directors or officers relating to the transactions contemplated by this Agreement) involving solely the payment of monetary damages by Cardero or any Cardero Subsidiary of any amount exceeding $50,000 in the aggregate (but excluding any amounts paid on behalf of Cardero or any Cardero Subsidiary by any applicable insurance policy maintained by Cardero or any Cardero Subsidiary; provided, however, that neither Cardero nor any Cardero Subsidiary will settle or compromise any Action if such settlement or compromise (1) involves a material conduct remedy or material injunctive or similar relief; (2) involves an admission of criminal wrongdoing by Cardero or any Cardero Subsidiary; or (3) has a materially restrictive impact on the business of Cardero or any Cardero Subsidiary;
(xv) change in any material respect any of its financial accounting principles, practices or methods that would materially affect the consolidated assets, liabilities or results of operations of Cardero and the Cardero Subsidiaries, except as required by IFRS or Applicable Laws;
(xvi) (A) make (other than in the ordinary course), change or rescind any material election relating to Taxes (including any such election for any joint venture, partnership, limited liability company or other investment where Cardero has the authority to make such binding election); (B) amend any Tax Return that is reasonably likely to result in a material increase to a Tax liability; (C) settle or compromise any Tax claim or assessment by any taxation authority, or surrender any right to claim a refund, offset or other reduction in Tax liability, except where the amount of any such settlements or compromises or foregone refunds does not exceed $50,000 in the aggregate; (D) change any material method of Tax accounting or any Tax accounting period from those employed in the preparation of its Tax Returns that have been filed for prior taxable years; or (E) fail to timely pay any material Tax or file any material Tax Return when due (taking into account any valid extension of time within which to pay or file);
(xvii) comply with the terms of all Material Contracts;
(xviii) except as expressly permitted in this Section 7.1 and other than in the ordinary course, (A) enter into or assume any Contract that would have been a Cardero Material Contract (excluding any Cardero Benefit Plan) had it been entered into prior to the date of this Agreement; or (B) terminate, materially amend, assign, transfer, materially modify, materially supplement, deliver a notice of termination under or waive or accelerate any material rights or defer any material liabilities under any Cardero Material Contract (excluding any Cardero Benefit Plan) or any Contract (excluding any Cardero Benefit Plan) that would have been a Cardero Material Contract had it been entered into prior to the date of this Agreement, excluding any termination upon expiration of a term in accordance with the terms of such Cardero Material Contract;

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(xix) fail to maintain in full force and effect in all material respects, or fail to replace or renew, the insurance policies of Cardero and the Cardero Subsidiaries; and
(xx) agree to take any action that is prohibited by this Section 7.1.

7.2 Covenants of World Copper Regarding the Conduct of Business

(a) Except (i) as required by Applicable Laws, (ii) as expressly permitted by this Agreement; or (iii) with the prior written consent of Cardero (which consent will not be unreasonably withheld, conditioned or delayed), during of the Pre-Closing Period, World Copper (which, for purposes of this Section 7.2, will include the World Copper Subsidiaries) will, (A) conduct the business and operations of World Copper and the World Copper Subsidiaries, taken as a whole, in all material respects in the ordinary course; and (B) use commercially reasonable best efforts to (v) preserve intact and maintain the current business organizations and operations of World Copper and the World Copper Subsidiaries; (w) maintain in effect all existing material World Copper Licences; and (z) maintain their existing relations and goodwill with Governmental Entities, key employees, lessors, suppliers, customers, regulators, distributors, landlords, creditors, licensors, licensees and other persons having business relationships with them.
(b) Without limiting the generality of the foregoing, except (i) as required by Applicable Laws; (ii) as expressly permitted by this Agreement; or (iii) with the prior written consent of Cardero (which consent will not be unreasonably withheld, conditioned or delayed), during the Pre-Closing Period, World Copper will not and will not permit any World Copper Subsidiary to:
(i) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding shares of, or other equity interests in, or other securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of specific events) into or exchangeable for any shares of, World Copper or any World Copper Subsidiary, except for dividends or distributions by a World Copper Subsidiary to World Copper or another World Copper Subsidiary; or (B) split, combine or reclassify any shares of, or other equity interests in, World Copper or any World Copper Subsidiary;
(ii) except for (A) the issuance of World Copper Shares in respect of any exercise of World Copper Options; (B) the issuance of World Copper Shares in respect of the exercise of World Copper Warrants; (C) the issuance of World Copper Shares and World Copper Warrants in respect of the World Copper Financing; (D) the issuance of World Copper Shares as required by agreements in force and effect prior to the date hereof or pursuant to arrangements set out in Section 7.2(b)(ii) of the World Copper Disclosure Letter; (E) transactions solely between or among World Copper and the World Copper Subsidiaries; and (F) the issuance of World Copper Options in the ordinary course pursuant to the World Copper Plan, issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of (x) any shares of, or other equity interests in, World Copper or any World Copper Subsidiary; (y) any securities convertible into or exchangeable or exercisable for any shares of, or other equity interests in, World Copper; and (z) any rights, warrants or options to acquire or with respect to any shares of, or other equity interests in, or outstanding securities of, World Copper;
(iii) amend or permit the adoption of any amendment to the notice of articles or articles or other constating documents of World Copper;
(iv) (A) merge, consolidate, combine or amalgamate with any person or announce, authorize, propose or recommend any such merger, consolidation, combination or amalgamation

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(other than the Arrangement); or (B) acquire or agree to acquire (including by merging or consolidating with, purchasing any equity interest in or a substantial portion of the assets of, exchanging, licensing or by any other manner), any properties, assets, business or any corporation, partnership, association or other business organization or division thereof, in each case other than acquisitions of inventory or other assets in the ordinary course or pursuant to existing Contracts, which are set out in Section 7.2(b)(iv) of the World Copper Disclosure Letter;

(v) consummate, authorize, recommend, propose or announce any intention to adopt a plan of complete or partial liquidation or dissolution of World Copper or any World Copper Subsidiary, or a restructuring, recapitalization or other reorganization of World Copper or any World Copper Subsidiary of a similar nature;
(vi) fail to maintain and preserve each of the World Copper Material Properties in good standing and maintain, preserve and keep in good standing all of its rights under each of the World Copper Licenses; provided, that the foregoing will not require World Copper or any World Copper Subsidiary to take any action to alter the terms of any Contract with respect to any World Copper Material Property;
(vii) change in any material respect any of its financial accounting principles, practices or methods that would materially affect the consolidated assets, liabilities or results of operations of World Copper and the World Copper Subsidiaries, except as required by IFRS or Applicable Laws;
(viii) fail to maintain in full force and effect in all material respects, or fail to replace or renew, the insurance policies of World Copper and the World Copper Subsidiaries; and
(ix) agree to take any action that is prohibited by this Section 7.2.

7.3 Covenants of Subco Regarding the Conduct of Business

(a) Except (i) as required by Applicable Laws, (ii) as expressly permitted by this Agreement; or (iii) with the prior written consent of Cardero (which consent will not be unreasonably withheld, conditioned or delayed), during of the Pre-Closing Period, Subco will conduct its business in all material respects in the ordinary course.
(b) Without limiting the generality of the foregoing, except (i) as required by Applicable Laws; (ii) as expressly permitted by this Agreement; or (iii) with the prior written consent of Cardero (which consent will not be unreasonably withheld, conditioned or delayed), during the Pre-Closing Period, Subco will not:
(i) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding shares of, or other equity interests in, or other securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of specific events) into or exchangeable for any shares of, Subco, except for (1) regular quarterly cash dividends payable by Subco in respect of Subco shares; and (2) dividends or distributions by Subco to World Copper or another World Copper Subsidiary; (B) split, combine or reclassify any shares of, or other equity interests in, Subco;
(ii) issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of (x) any shares of, or other equity interests in, Subco; (y) any securities convertible into or exchangeable or exercisable for any shares of, or other equity

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interests in, Subco; and (z) any rights, warrants or options to acquire or with respect to any shares of, or other equity interests in, or outstanding securities of, Subco;

(iii) amend or permit the adoption of any amendment to the notice of articles or articles or other constating documents of Subco;
(iv) (A) merge, consolidate, combine or amalgamate with any person or announce, authorize, propose or recommend any such merger, consolidation, combination or amalgamation (other than the Arrangement); or (B) acquire or agree to acquire (including by merging or consolidating with, purchasing any equity interest in or a substantial portion of the assets of, exchanging, licensing or by any other manner), any properties, assets, business or any corporation, partnership, association or other business organization or division thereof;
(v) consummate, authorize, recommend, propose or announce any intention to adopt a plan of complete or partial liquidation or dissolution of Subco, or a restructuring, recapitalization or other reorganization of Subco of a similar nature;
(vi) agree to take any action that is prohibited by this Section 7.3.

7.4 Mutual Covenants Regarding the Arrangement

Each of the Parties covenants and agrees that during the Pre-Closing Period:

(a) it will, and will cause its Subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 9 to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all Applicable Laws to complete the Arrangement, including using commercially reasonable efforts to:
(i) make all notifications, filings, applications and submissions with Governmental Entities required or advisable in connection with the Regulatory Approvals, including the TSXV Acceptances, and will use its commercially reasonable efforts to obtain as soon as reasonably practicable and maintain the Regulatory Approvals, including the TSXV Acceptances;
(ii) cooperate with the other Parties in connection with obtaining the Regulatory Approvals, including providing or submitting on a timely basis, and as promptly as practicable, all documentation and information that is required, or in the opinion of a Party, acting reasonably, advisable, in connection with obtaining the Regulatory Approvals and use its commercially reasonable efforts to ensure that such information does not contain a misrepresentation;
(iii) to resolve any objections asserted with respect to the transactions contemplated by this Agreement under any Applicable Laws, or if any Action is instituted or threatened by any Governmental Entity challenging or which could lead to a challenge of any of the transactions contemplated by this Agreement as not in compliance with Applicable Laws or as satisfying an provision of Applicable Laws necessary to obtain the Regulatory Approvals, so as to allow the Effective Time to occur on or prior to the Outside Date;
(iv) carry out the terms of the Interim Order and Final Order applicable to it and use commercially reasonable efforts to comply promptly with all requirements which Applicable Laws may impose on the Party with respect to the transactions contemplated hereby and by the Arrangement; and

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(v) obtain all necessary waivers, consents and approvals required from, and provide all required notices to, persons party to loan agreements, leases, licenses and other Contracts; (ii) effect all necessary registrations, filings and submissions of information required by Governmental Entities the party relating to the transactions contemplated hereby; (iii) defend all Actions against it challenging or affecting the Arrangement or this Agreement, and oppose, lift or rescind any injunction or restraining order or other order or action seeking to stop, or otherwise adversely affecting, the ability of the Parties to consummate the Arrangement; and (iv) cooperate with the other Parties in connection with the performance of their obligations hereunder.

7.5 Additional Covenants of Cardero Regarding the Arrangement

In addition to its covenants under Section 7.4, Cardero covenants that:

(i) it will use commercially reasonable efforts to obtain the Cardero Shareholder Approval in accordance with the provisions of this Agreement;
(ii) it will apply for and use commercially reasonable efforts to obtain the Interim Order and the Final Order;
(iii) it will use commercially reasonable efforts to obtain, on or before the Effective Date, written resignations and mutual releases, and in a form acceptable to World Copper (acting reasonably) and effective as at the Effective Time, from all directors and officers of Cardero and each of the Cardero Subsidiaries;
(iv) the Cardero Board will not accelerate the vesting of any Cardero Options or Cardero Warrants; provided that the Cardero Board will take all actions necessary or advisable to cancel all unexercised and unvested Cardero Options prior to the Effective Time, such that at the Effective Time there will be no Cardero Options outstanding; and
(v) it will use commercially reasonable efforts to ensure that the representations and warranties given by it and contained in Article 3 are true and correct on and as at the Effective Date (except as affected by transactions contemplated or permitted by this Agreement or otherwise consented to by the other Party) or if not true, do not have a Material Adverse Effect on Cardero.

7.6 Additional Covenants of World Copper Regarding the Arrangement

In addition to its covenants under Section 7.4, World Copper covenants that:

(i) on or before the Effective Date, it will reserve a sufficient number of World Copper Shares for issuance upon the completion of the Arrangement, the exercise from time to time of the World Copper Replacement Warrants, and the buy-out of the Kopple Royalty;
(ii) it will take all actions necessary so that, as of the Effective Time, Robert Kopple and Keith Henderson will have been duly appointed to the directors of directors of World Copper; and
(iii) it will use commercially reasonable efforts to ensure that the representations and warranties given by it and contained in Article 4 are true and correct on and as at the Effective Date (except as affected by transactions contemplated or permitted by this Agreement or otherwise consented to by the other Party) or if not true, do not have a Material Adverse Effect on World Copper.

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7.7 Access to Information

During the Pre-Closing Period, subject to compliance with Applicable Laws and the terms of any existing Contracts, each of Cardero and World Copper will give the other Party and its Representatives (a) upon reasonable notice, reasonable access during normal business hours to its and its Subsidiaries' (i) premises; (ii) property and assets (including books and records); (iii) Contracts and leases; and (iv) senior personnel and Representatives, so long as the access does not unduly interfere with the ordinary course conduct of the business of the Party in question; and (b) such financial and operating data or other information with respect to the assets or business of such Party and its Subsidiaries as the other reasonably requests. Each of Cardero and World Copper will continue to afford the other and its Representatives with access to the Cardero Data Room and the World Copper Data Room, respectively, and such virtual data room will continue to remain populated in the manner provided as of the Data Room Cut-off Time with any additional documents being inserted as the other Party may reasonably request. The Parties acknowledge and agree that information furnished pursuant to this Section 7.7 will be subject to the terms and conditions of the [Redacted – confidential information] .

ARTICLE 8

ADDITIONAL COVENANTS REGARDING NON-SOLICITATION

8.1 Non-Solicitation

(a) Each of Cardero and World Copper will, and will cause its Representatives to, immediately cease and terminate, and cause to be terminated, any existing solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with any person (other than the other Party) with respect to any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection therewith, each Party will:
(i) immediately discontinue access to and disclosure of any of its confidential information, including any data room and any confidential information, properties, facilities, books and records of such Party or of any of its Subsidiaries; and
(ii) within two (2) Business Days of the date of this Agreement request and exercise all rights it has under any confidentiality agreement at the date of this Agreement related to any Acquisition Proposal, including an Acquisition Proposal made prior to the date hereof (i) the return or destruction of all copies of any confidential information regarding such Party or any of its Subsidiaries provided to any person relating to an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal; and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding such Party or any of its Subsidiaries.
(b) During the Pre-Closing Period, neither Cardero nor World Copper will, directly or indirectly, do or authorize or permit any of its Representatives to do, any of the following:
(i) solicit, initiate or knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of a Party or any subsidiary) any Acquisition Proposal in respect of such Party or any inquiries, proposals or offers relating to any Acquisition Proposal or that could reasonably be expected to lead to an Acquisition Proposal in respect of such Party;
(ii) enter into, engage in, continue or otherwise participate in any discussions or negotiations with any person (other than the other Party hereto) regarding any Acquisition Proposal in

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respect of such Party or any inquiries, proposals or offers relating to any Acquisition Proposal or that could reasonably be expected to constitute or lead to an Acquisition in respect of such Party; or

(iii) accept, approve, endorse or recommend, execute or enter into, or publicly propose to accept, approve, execute or enter into, any letter of intent, agreement in principle, agreement, arrangement, offer or understanding in respect of an Acquisition Proposal (other than an Acceptable Confidentiality Agreement contemplated under Section 8.3(a)).
(c) During the Pre-Closing Period, Cardero will, directly or indirectly, not or authorize or permit any of its Representatives to make a Change in Recommendation.
(d) Each of Cardero and World Copper represents that it has not as of the date of this Agreement and in the 12 months prior to the date of this Agreement, waived any confidentiality, standstill, nondisclosure, non-solicitation or similar agreement or restriction to which such Party or any of its Subsidiaries is a party. Each Party will use commercially reasonable efforts to enforce each confidentiality, standstill, non-disclosure, non-solicitation or similar agreement, restriction or covenant to which it or its Subsidiaries is a party and relates to a potential Acquisition Proposal (including a potential Acquisition Proposal made prior to the date hereof) and neither it, nor any of its Subsidiaries have or will, without the prior written consent of the other Party (which may be withheld or delayed in the other Party's sole and absolute discretion), release any person from, or waive, amend, suspend or otherwise modify such person's obligations, or any of its Subsidiaries, under any such confidentiality, standstill, non-disclosure, non- solicitation or similar agreement to which the Party or any of its Subsidiaries is a party; provided, however, that the Parties acknowledge and agree that the automatic termination or release of any such agreement, restriction or covenant in accordance with their terms will not be a violation of this Section 8.1(d).
(e) Each of Cardero and World Copper will advise its Representatives of the prohibitions set out in this Article 8 and any violation of the restrictions set out in this Article 8 by a Party's Representatives is deemed to be a breach of this Article 8 by such Party.

8.2 Notice of Acquisition Proposals

If either of Cardero and World Copper or any of their respective Representatives receives an Acquisition Proposal or any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to an Acquisition Proposal after the date of this Agreement, or any request for copies of, access to, or disclosure of, confidential information relating to such Party or any subsidiary in connection with such an Acquisition Proposal, inquiry, proposal or offer, such Party will as soon as practicable and in any event within 24 hours of the receipt thereof notify the other Party (at first orally and then in writing) of such Acquisition Proposal, inquiry, proposal, offer or request. Such notice will include a description of the material terms and conditions of such Acquisition Proposal, inquiry, proposal, offer or request and the identity of all persons making the Acquisition Proposal, inquiry, proposal, offer or request and such Party will provide the other Party with unredacted copies of all written documents, correspondence or other material received in respect of, from or on behalf of any such person or any other information reasonably necessary to keep the other Party informed in all material respects of the Acquisition Proposal. The Party receiving the Acquisition Proposal, inquiry, proposal, offer or request will keep the other Party informed on a current basis of the status of material or substantive developments and (to the extent such Party is permitted by Section 8.3 to enter into discussions or negotiations), the status of discussions and negotiations with respect to any such Acquisition Proposal, inquiry, proposal, offer or request or change thereof and will provide the other Party with copies of all material or substantive correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to such Party by or on behalf of any person making any such Acquisition Proposal, inquiry, proposal, offer or request or change thereof.

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8.3 Responding to an Acquisition Proposal

(a) Notwithstanding any provision of this Agreement, if at any time following the date of this Agreement and prior to approval of the Arrangement Resolution by the Cardero Shareholders, either Cardero or World Copper receives an Acquisition Proposal that did not result from a breach of this Article 8 (it being understood that a Party will not be in breach of this Article 8 if such Party or its Representatives contact the person who has made an Acquisition Proposal for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal), such Party and its Representatives may engage in or participate in discussions or negotiations regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of such Party or its Subsidiaries to the person or persons making such Acquisition Proposal, if and only if:
(i) the board of directors of such Party first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that the Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Superior Proposal;
(ii) the person or persons making such Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, nondisclosure, use, business purpose or similar restriction with such Party or its Subsidiaries;
(iii) such Party has been, and continues to be, in compliance with its obligations under this Article 8 in all material respects;
(iv) prior to providing any such copies, access, or disclosure, such Party enters into an Acceptable Confidentiality Agreement, and any such copies, access or disclosure provided to the person or persons making such Acquisition Proposal will have already been (or will simultaneously be) provided to the other Party; and
(v) such Party promptly provides the other Party with:
- (A) written notice stating such Party's intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; and
- (B) prior to providing any such copies, access or disclosure, a true, complete and final executed copy of an Acceptable Confidentiality Agreement.
(b) Nothing contained in this Agreement (but, for certainty, subject to Section 10.2) will prevent a Party or its board of directors from (i) after receiving the advice of outside counsel as reflected in minutes of the board of directors of such Party, that the taking of such action is necessary for the board of directors in discharge of its fiduciary duties under Applicable Laws; or (ii) complying with a court order or Section 2.17 of NI 62-104 and similar provisions under applicable Securities Laws relating to the provision of a directors' circular in respect of an Acquisition Proposal; provided that the Party so complying will provide the other Party with a reasonable opportunity to review the form and content of such circular or other response before it is sent by the Party so complying.

8.4 Right to Match

(a) If a Party receives an Acquisition Proposal that constitutes a Superior Proposal (the " Receiving Party ") prior to approval of the Arrangement Resolution by the Cardero Shareholders, the Receiving Party may, subject to compliance with Section 10.2, enter into a definitive agreement with respect to such Superior Proposal, if and only if:

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(i) the person or persons making such Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purposes or similar restriction with the Receiving Party or its Subsidiaries;
(ii) the Receiving Party has delivered to the other Party a written notice of the determination of the Receiving Party's board of directors that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Receiving Party's board of directors to enter into such definitive agreement with respect to such Superior Proposal, together with a written notice from the Receiving Party's board of directors regarding the value (or range of values) in financial terms that the board of directors, in consultation with its financial advisors, has determined should be ascribed to any non-cash consideration offered under such Superior Proposal (the " Superior Proposal Notice ");
(iii) the Receiving Party has provided the other Party a copy of the proposed definitive agreement for the Superior Proposal and all supporting materials, including any financing documents supplied to a Receiving Party in connection therewith;
(iv) at least five (5) Business Days (the " Matching Period ") have elapsed from the date that is the later of the date on which the other Party received the Superior Proposal Notice and the date on which such other Party received all of the materials set forth in Section 8.4(a)(iii);
(v) during any Matching Period, such other Party has had the opportunity (but not the obligation), in accordance with Section 8.4(b), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal;
(vi) after the Matching Period, the Receiving Party's board of directors has determined in good faith, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (if applicable, compared to the terms of the Arrangement as proposed to be amended by the other Party under Section 8.4(b)) and that the failure by the board of directors to take such action would be inconsistent with its fiduciary duties; and
(vii) prior to or concurrently with entering into such definitive agreement the Receiving Party terminates this Agreement pursuant to Section 10.2.
(b) During the Matching Period, or such longer period as the Receiving Party may approve in writing for such purpose: (i) the Receiving Party's board of directors will review any offer made by the other Party under Section 8.4(a)(v) to amend the terms of this Agreement and the Arrangement in good faith in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (ii) the Receiving Party will negotiate, and cause its Representatives to negotiate, in good faith with the other Party to make such amendments to the terms of this Agreement and the Arrangement as would enable the other Party to proceed with the transactions contemplated by this Agreement on such amended terms. If the Receiving Party's board of directors determines that such Acquisition Proposal would cease to be a Superior Proposal, the Receiving Party will promptly so advise the other Party and the Parties will amend this Agreement to reflect such offer made by the other Party, and will take and cause to be taken all such actions as are necessary to give effect to the foregoing.
(c) Each successive amendment or modification to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Receiving Party or its shareholders or other material terms or conditions thereof will constitute a new Acquisition Proposal for the purposes of this Section 8.4 and the other Party will be afforded

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a new five Business Day Matching Period from the later of the date on which such other Party received the Superior Proposal Notice and the date on which such other Party received all of the materials set forth in Section 8.4(a)(iii) with respect to the new Superior Proposal from the Receiving Party.

(d) In case of Cardero being the Receiving Party, the Cardero Board will promptly reaffirm the Cardero Board Recommendation by press release after any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or the Cardero Board determines that a proposed amendment to the terms of this Agreement as contemplated in Section 8.4(b) would result in an Acquisition Proposal no longer being a Superior Proposal. Cardero will provide World Copper and its legal counsel with a reasonable opportunity to review the form and content of any such press release and will make all reasonable amendments to such press release as requested by World Copper and its counsel.
(e) In case of World Copper being the Receiving Party, if World Copper provides a Superior Proposal Notice to Cardero on a date that is less than ten (10) Business Days before the Cardero Meeting, World Copper will be entitled to require Cardero to proceed with or adjourn or postpone the Cardero Meeting, in accordance with the terms of this Agreement to a date specified by World Copper that is not more than ten (10) Business Days after the scheduled date of the Cardero Meeting; provided that in no event will such adjourned or postponed meeting be held on a date that is less than five (5) Business Days prior to the Outside Date.

ARTICLE 9 CONDITIONS

9.1 Mutual Conditions Precedent

The respective obligations of the Parties to complete the transactions contemplated by this Agreement will be subject to the satisfaction, on or before the Effective Date, of the following conditions precedent:

(a) the Interim Order and the Final Order will each have been obtained in form and terms satisfactory to each of Cardero and World Copper, acting reasonably, and will not have been set aside or modified in a manner unacceptable to either Party, acting reasonably, on appeal or otherwise;
(b) the Arrangement Resolution will have been approved by the Cardero Shareholders at the Cardero Meeting in accordance with the Interim Order and Applicable Laws;
(c) there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and there will be no Action (other than an appeal made in connection with the Arrangement), of a judicial or administrative nature or otherwise, in progress or threatened that relates to or results from the transactions contemplated by this Agreement that would, if successful, result in an order or ruling that would preclude completion of the transactions contemplated by this Agreement in accordance with the terms hereof or would otherwise be inconsistent with the Regulatory Approvals which have been obtained;
(d) this Agreement will not have been terminated pursuant to Section 10.2;
(e) the TSXV will have conditionally accepted for filing all transactions of Cardero contemplated herein or necessary to complete the Arrangement (including the Kopple Loan Extension, the Kopple Bonus Warrant Issuance and the Cardero Delisting), subject only to compliance with the customary conditions of the TSXV;

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(f) the TSXV will have, if required, conditionally accepted notice for filing of all transactions of World Copper contemplated herein or necessary to complete the Arrangement (including the grant of the Kopple Royalty Option), subject only to compliance with the customary conditions of the TSXV;
(g) the Consideration Shares and the World Copper Shares issuable upon exercise of the World Copper Replacement Warrants and the buy-out of the Kopple Royalty, will have been accepted for listing on the TSXV, subject to official notice of issuance;
(h) the issuance of the Consideration Shares and the World Copper Replacement Warrants will be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof, and the issuance of the Consideration Shares and the World Copper Replacement Warrants will be exempt from the prospectus requirements of applicable Securities Laws in each of the Provinces of Canada in which holders of Cardero securities are resident; provided, however, that Cardero will not be entitled to rely on the provisions of this Section 9.1(h) in failing to complete the Arrangement if Cardero fails to advise the Court prior to the hearing in respect of the Final Order that World Copper will rely on the Section 3(a)(10) Exemption based on the Court's approval of the Arrangement;
(i) the Consideration Shares and the World Copper Replacement Warrants issued and exchanged pursuant to the Arrangement will not be subject to hold periods or restrictions under the Securities Laws, except those that would apply under the U.S. Securities Act in certain circumstances to persons who are, or have been within 90 days prior to the Effective Time, affiliates (as defined by Rule 144 under the U.S. Securities Act) of World Copper), as disclosed in the Cardero Circular, or by reason of the existence of any controlling interest in World Copper pursuant to the Securities Laws of any applicable jurisdiction; and
(j) all other consents, waivers, permits, orders and approvals of any Governmental Entity, and the expiry of any waiting periods, in connection with, or required to permit the consummation of the Arrangement and the other transactions contemplated herein, the failure of which to obtain or the non-expiry of which would constitute a criminal offense, or would have a Material Adverse Effect on World Copper or Cardero will have been obtained or received on terms that will not have a Material Adverse Effect on World Copper or Cardero.

The foregoing conditions are for the mutual benefit of the Parties and may be waived by mutual consent of World Copper, Cardero and Subco in writing at any time.

9.2 Additional Conditions Precedent to the Obligations of World Copper and Subco

The obligations of World Copper and Subco to complete the transactions contemplated by this Agreement will also be subject to the satisfaction, on or before the Effective Date, of each of the following conditions precedent (each of which is for the exclusive benefit of World Copper and Subco and may be waived in writing by World Copper and Subco):

(a) all covenants and agreements of Cardero under this Agreement to be performed or observed on or before the Effective Date will have been duly performed and observed by Cardero in all material respects, and World Copper will have received a certificate of Cardero addressed to World Copper and dated the Effective Date, signed on behalf of Cardero by a senior executive officer of Cardero, confirming the same as at the Effective Date;
(b) the representations and warranties made by Cardero in this Agreement that are qualified by the expression "Material Adverse Change" or "Material Adverse Effect" will be true and correct as of the date of this Agreement and as of the Effective Date as if made on and as of such date (except to the extent such representations and warranties speak as of a specified date which is earlier than

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the date of this Agreement, in which event such representations and warranties will be true and correct in all respects as of such earlier specified date, or except as affected by transactions contemplated or permitted by this Agreement or otherwise consented to by World Copper), and all other representations and warranties made by Cardero in this Agreement will be true and correct in all respects as of the date of this Agreement and as of the Effective Date as if made on and as of such date (except to the extent such representations and warranties speak as of a specified date which is earlier than the date of this Agreement, in which event such representations and warranties will be true and correct in all respects as of such earlier specified date, or except as affected by transactions contemplated or permitted by this Agreement or otherwise consented to by World Copper), in either case, except where any failures or breaches of representations and warranties would not either, individually or in the aggregate, have a Material Adverse Effect on Cardero, provided, however, that no representation or warranty made by Cardero hereunder will be deemed not to be true and correct if the facts or circumstances that make such representation or warranty untrue or incorrect are disclosed or referred to in the Cardero Disclosure Letter, or provided for or stated to be exceptions under this Agreement, and Cardero will have provided to World Copper a certificate of two officers thereof certifying such accuracy or lack of Material Adverse Effect on the Effective Date;

(c) from the date of this Agreement until the Effective Date, there will not have occurred, and neither Cardero nor any Cardero Subsidiary will have incurred or suffered, any one or more facts, circumstances, changes, effects, events or occurrences that, either individually, or in the aggregate have, or could reasonably be expected to have, a Material Adverse Effect on Cardero;
(d) the Cardero Board will have adopted all necessary resolutions, and all other necessary corporate action will have been taken by Cardero and Subco, to permit the consummation of the Arrangement and to approve and authorize the Kopple Loan Extension, the Kopple Bonus Warrant Issuance and the Cardero Delisting);
(e) holders of more than 5% of the issued and outstanding Cardero Shares will not have exercised the Dissent Rights in respect of the Arrangement;
(f) there will not be pending or threatened any Action by any Governmental Entity, in each case that has a reasonable likelihood of success:
(i) seeking to restrain or prohibit the consummation of Arrangement or any of the transactions contemplated by this Agreement or seeking to obtain from any of the Parties any damages that are material in relation to Cardero;
(ii) seeking to prohibit or materially limit the ownership or operation by World Copper or any World Copper Subsidiary of any material portion of the business or assets of Cardero or any Cardero Subsidiary or to compel World Copper or any of the World Copper Subsidiaries to dispose of or hold separate any material portion of the business or assets of Cardero or any Cardero Subsidiary;
(iii) seeking to impose limitations on the ability of World Copper to acquire or hold or exercise full rights of ownership of any Cardero Shares, including the right to vote the Cardero Shares on all matters properly presented to the shareholders of Cardero;
(iv) seeking to prohibit World Copper or any World Copper Subsidiary from effectively controlling in any material respect the business or operations of Cardero or any Cardero Subsidiary; or

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(v) which otherwise is reasonably likely to have a Material Adverse Effect on Cardero or World Copper;
(g) all consents, approvals, authorizations and waivers of any persons (other than Governmental Entities) which are required or necessary for the completion of the Arrangement and other transactions contemplated hereby (including all consents, approvals, authorizations and waivers required under Cardero's Material Contracts will have been obtained or received on terms which are acceptable to World Copper, acting reasonably;
(h) (i) the Arrangement will not result in the creation of a new "control person" (as defined in TSXV Policy 1.1 Interpretation ) of World Copper; and (ii) Cardero will have provided, or have caused Robert Kopple to provide, to World Copper, not less than five (5) Business Days after the Cardero Meeting, executed instruments of transfer, share certificates or DRS statements, and such other documentation as World Copper and the TSXV may require evidencing the transfer of beneficial ownership of some or all of the Kopple Securities from the Kopple Entities and registration of same, such that immediately after the completion of the Arrangement, the Kopple Entities or any members thereof (either alone, or jointly with others) will not be a "control person" of World Copper;
(i)
the Kopple Loan Extension will have occurred;
(j) all of the warrants issued to the Kopple Entities in connection with the Kopple Bonus Warrant Issuance will provide that the expiry date thereof will be the earlier of (i) the date which is one year following their issuance, (ii) in the event of the completion of the Arrangement, the date which is one year following the closing of the World Copper Financing;
(k) the number of Kopple Warrants outstanding immediately prior to the Effective Time will not exceed 44,123,011 Kopple Warrants;
(l) immediately prior to the Effective Time, the aggregate amount of Cardero's outstanding accounts payable and accrued liabilities, will not exceed the accounts payable and accrued liabilities as disclosed in the interim financial statements of Cardero as at July 31, 2021, excluding the Kopple Loans and the Kopple Accrued Dividends; and
(m) Cardero will have provided to World Copper, on or before the Effective Date, written resignations effective as of the Effective Time, from all directors and officers of Cardero and such directors and officers of the Cardero Subsidiaries as World Copper may request.

World Copper may not rely on the failure to satisfy any of the above conditions precedent as a basis for non-compliance by it with its obligations under this Agreement if the condition precedent would have been satisfied but for a material default by World Copper in complying with its obligations hereunder.

9.3 Additional Conditions Precedent to the Obligations of Cardero

The obligations of Cardero to complete the transactions contemplated by this Agreement will also be subject to the satisfaction, on or before the Effective Date, of each of the following conditions precedent (each of which is for the exclusive benefit of Cardero and may be waived in writing by Cardero and Subco):

(a) all covenants and agreements of World Copper and Subco under this Agreement to be performed or observed on or before the Effective Date will have been duly performed by World Copper and Subco in all material respects, and Cardero will have received a certificate of World Copper addressed to Cardero and dated the Effective Date, signed on behalf of World Copper by a senior executive officer of World Copper confirming the same as at the Effective Date;

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(b) the representations and warranties made by World Copper in this Agreement that are qualified by the expression "Material Adverse Change" or "Material Adverse Effect" will be true and correct as of the date of this Agreement and as of the Effective Date as if made on and as of such date (except to the extent such representations and warranties speak as of a specified date which is earlier than the date of this Agreement, in which event such representations and warranties will be true and correct in all respects as of such earlier specified date, or except as affected by transactions contemplated or permitted by this Agreement or otherwise consented to by Cardero), and all other representations and warranties made by World Copper in this Agreement will be true and correct in all respects as of the date of this Agreement and as of the Effective Date as if made on and as of such date (except to the extent such representations and warranties speak as of a specified date which is earlier than the date of this Agreement, in which event such representations and warranties will be true and correct in all respects as of such earlier specified date, or except as affected by transactions contemplated or permitted by this Agreement or otherwise consented to by Cardero), in either case, except where any failures or breaches of representations or warranties would not either, individually or in the aggregate, have a Material Adverse Effect on World Copper, provided, however , that no representation or warranty made by World Copper hereunder will be deemed not to be true and correct if the facts or circumstances that make such representation or warranty untrue or incorrect are disclosed or referred to in the World Copper Disclosure Letter, or provided for or stated to be exceptions under this Agreement, and World Copper will have provided to World Copper a certificate of two officers thereof certifying such accuracy or lack of Material Adverse Effect on the Effective Date;
(c) from the date of this Agreement until the Effective Date, there will not have occurred, and neither World Copper nor a World Copper Subsidiary will have incurred or suffered, any one or more facts, circumstances, changes, effects, events or occurrences that, either individually, or in the aggregate have, or could reasonably be expected to have, a Material Adverse Effect on World Copper;
(d) prior to the Effective Date, World Copper shall have completed such portion of the World Copper Financing as generates minimum gross proceeds of at least $2,000,000; and
(e) the board of directors of World Copper and the board of directors of Subco will have adopted all necessary resolutions, and all other necessary corporate action will have been taken by World Copper and Subco to permit the consummation of the Arrangement and to authorize the issuance of the Consideration Shares, the World Copper Replacement Warrants and the World Copper Shares issuable upon the exercise of the World Copper Replacement Warrants and the buy-out of the Kopple Royalty.

Cardero may not rely on the failure to satisfy any of the above conditions precedent as a basis for noncompliance by Cardero with its obligations under this Agreement if the condition precedent would have been satisfied but for a material default by Cardero in complying with its obligations hereunder.

9.4 Notice and Cure Provisions

(a) Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the Effective Date, of any event or state of facts which occurrence or failure would, or would be reasonably likely to:
(i) cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate in any material respect between the date hereof and the Effective Date;
(ii) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such Party hereunder prior to the Effective Date; or

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(iii) result in the failure to satisfy any of the conditions precedent in favour of the other Party hereto contained in Sections 9.1, 9.2 and 9.3, as the case may be.
(b) Subject as herein provided, a Party may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in Sections 9.1, 9.2 and 9.3 in favour of such Party, or exercise any termination right arising therefrom, if forthwith, and in any event prior to the Effective Date, such Party has delivered a written notice to the other specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment of the applicable condition precedent or the exercise of the termination right, as the case may be. If any such notice is delivered and the Party receiving such notice is proceeding diligently to cure such matter, if such matter is susceptible to being cured, the Party delivering such notice may not terminate this Agreement until the earlier of the Outside Date and the expiration of a period of ten (10) Business Days from such notice. If such notice has been delivered prior to the date of the Cardero Meeting, such meeting will be postponed until the expiry of such period. If such notice has been delivered prior to the making of the application for the Final Order, such application will be postponed until the expiry of such period. For greater certainty, in the event that such matter is cured within the time period referred to herein, this Agreement may not be terminated as a result of such matter.

9.5 Satisfaction of Conditions

The conditions precedent set out in Sections 9.1, 9.2 and 9.3 will be conclusively deemed to have been satisfied, waived or released when, with the approval of World Copper and Cardero, the Arrangement is completed.

ARTICLE 10 TERM AND TERMINATION

10.1 Term

This Agreement will be effective from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms.

10.2 Termination

(a) This Agreement may, at any time before or after the holding of the Cardero Meeting and prior to the filing of the Amalgamation Application with the Registrar:
(i) be terminated by the mutual agreement of World Copper and Cardero;
(ii) be terminated by either World Copper or Cardero, if:
- (A) the Cardero Meeting is held and the Arrangement Resolution is not approved by the Cardero Shareholders in accordance with Applicable Laws and the Interim Order;
- (B) there will be passed any Law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited or if any Governmental Entity will have issued any injunction, order, decree or ruling enjoining World Copper or Cardero from consummating the transactions contemplated by this Agreement and such injunction, order, decree or ruling will become final and non-appealable;

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- (C) subject to Section 9.4, the other Party is in default of a covenant or obligation hereunder such that the conditions contained in Section 9.2(a) or 9.3(a), as applicable, would be incapable of satisfaction, provided the Party seeking to terminate this Agreement is not then in breach of this Agreement so as to cause any condition in favour of all Parties or in favour of the other Party not to be satisfied;
- (D) subject to Section 9.4, any representation or warranty of the other Party under this Agreement is untrue or incorrect and will have become untrue or incorrect such that the condition contained in Section 9.2(b) or 9.3(b), as applicable, would be incapable of satisfaction, provided that the Party seeking to terminate this Agreement is not then in breach of this Agreement so as to cause any condition in favour of both Parties or in favour of the other Party not to be satisfied; or
- (E) the Effective Time does not occur on or prior to the Outside Date; provided that a Party may not terminate this Agreement pursuant to this Section 10.2(a)(ii)(E) if the failure of the Effective Time to so occur has been a principal cause of, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement;
(iii) be terminated by World Copper:
- (A) if, through no fault of World Copper, the Arrangement will not have been submitted for the approval of the Cardero Shareholders on or before the Meeting Deadline in the manner provided for in Article 2 and in the Interim Order;
- (B) if Cardero will have effected a Change in Recommendation;
- (C) in order to accept, approve, recommend or enter into any agreement, understanding or arrangement with respect to a Superior Proposal, subject to compliance with the provisions of Article 8 and the payment of the Termination Payment required to be paid pursuant to Section 10.3(b); or
- (D) if Cardero breaches any of the provisions of Article 8;
(iv) be terminated by Cardero:
- (A) in order to accept, approve, recommend or enter into any agreement, understanding or arrangement with respect to a Superior Proposal, subject to compliance with the provisions of Article 8 and the payment of the Termination Payment required to be paid pursuant to Section 10.3(a); or
- (B) if World Copper breaches any of the provisions of Article 8.
(b) If this Agreement is terminated in accordance with the foregoing provisions of this Section 10.2, no Party will have any further liability to perform its obligations hereunder, except as provided for in Sections 7.7, 10.3, 11.1 and 11.11 which will survive the termination of this Agreement together with the [Redacted – confidential information] , or as otherwise contemplated hereby, and provided that, subject to Section 11.12, neither the termination of this Agreement nor anything contained in this Section 10.2(b) will relieve any Party from any liability for any breach by it of this Agreement, including from any inaccuracy in its representations and warranties and any nonperformance by it of its covenants made herein.

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10.3 Termination Payment

(a) If a Cardero Termination Payment Event occurs then Cardero will, at the applicable time specified by Section 10.3(e), pay to World Copper by wire transfer the Termination Payment in immediately available funds to an account designated by World Copper.
(b) If a World Copper Termination Payment Event occurs then World Copper will, at the applicable time specified by Section 10.3(e), pay to Cardero by wire transfer the Termination Payment in immediately available funds to an account designated by Cardero.
(c) " Cardero Termination Payment Event " means if:
(i) Cardero will have terminated this Agreement pursuant to Section 10.2(a)(iv)(A);
(ii) World Copper will have terminated this Agreement pursuant to Section 10.2(a)(iii)(B); or
(iii) either Cardero or World Copper will have terminated this Agreement pursuant to Section 10.2(a)(ii)(A) or 10.2(a)(ii)(E), or World Copper will have terminated this Agreement pursuant to Section 10.2(a)(iii)(A) or 10.2(a)(iii)(D), where with respect to any of the foregoing circumstances: (A) an Acquisition Proposal is publicly announced or made to Cardero or the Cardero Shareholders and is not publicly withdrawn prior to the earlier of the date of the Cardero Meeting and the date of such termination; and (B) such Acquisition Proposal with respect to Cardero or the Cardero Shareholders is consummated within 12 months of such termination;

(d) " World Copper Termination Payment Event " means if:

(i) World Copper will have terminated this Agreement pursuant to Section 10.2(a)(iii)(C); or
(ii) Cardero will have terminated this Agreement pursuant to Section 10.2(a)(iv)(B) where (A) an Acquisition Proposal is publicly announced or made to World Copper or the World Copper Shareholders and is not publicly withdrawn prior to the date of such termination; and (B) such Acquisition Proposal with respect to World Copper or the World Copper Shareholders is consummated within 12 months of such termination.
(e) The Termination Payment will be due and payable by the applicable Party:
(i) in the case of a termination specified in Section 10.3(c)(i) or 10.3(d)(i), prior to or concurrent with the termination of this Agreement;
(ii) in the case of a termination specified in Section 10.3(c)(ii), within three (3) Business Days after written notice of termination by World Copper; or
(iii) in the case of a termination specified in Section 10.3(c)(iii) or 10.3(d)(ii), prior to or concurrent with the consummation of an Acquisition Proposal.
(f) For greater certainty, no Party will be obligated to make more than one payment pursuant to this Section 10.3.
(g) In the event that Cardero is required to pay the Termination Payment pursuant to Section 10.3(c)(iii) or World Copper is required to pay the Termination Payment pursuant to Section 10.3(d)(ii) in circumstances where it has previously paid the expense reimbursement fee set out in Section 10.3(h) or 10.3(i), as applicable, then the Termination Fee will be reduced by the amount of such expense reimbursement fee.

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(h) If (i) World Copper will terminate this Agreement pursuant to Section 10.2(a)(ii)(D) or 10.2(a)(iii)(A); provided that World Copper is not in default of a covenant or obligation hereunder so as to cause any condition in favour of both Parties or in favour of Cardero not to be satisfied, or (ii) either Cardero or World Copper will terminate this Agreement pursuant to Section 10.2(a)(ii)(A), then Cardero will pay to World Copper an expense reimbursement fee in an amount equal to its reasonable expenses actually incurred in connection with the Arrangement to a maximum of $250,000 within five Business Days after delivery of evidence, reasonably acceptable to World Copper, of such expenses.
(i) If Cardero will terminate this Agreement pursuant to Section 10.2(a)(ii)(D); provided that Cardero is not in default of a covenant or obligation hereunder so as to cause any condition in favour of both Parties or in favour of World Copper not to be satisfied, then World Copper will pay to Cardero an expense reimbursement fee in an amount equal to its reasonable expenses actually incurred in connection with the Arrangement to a maximum of $250,000 within five (5) Business Days after delivery of evidence, reasonably acceptable to Cardero, of such expenses.

10.4 Liquidated Damages

Cardero and World Copper acknowledge that the damages set forth in this Article 10 are a genuine preestimate of the damages the other Party will suffer or incur as a result of the event giving rise to those damages and are not penalties. Each of Cardero and World Copper irrevocably waives any right it may have to raise as a defence in any Actions that any such damages are excessive, punitive or abusive.

10.5 Effects of Termination Payment or Expense Reimbursement

For greater certainty, the Parties agree that the payment of the amount pursuant to Section 10.3 is the sole remedy as a result of the occurrence of any of the events referred to in Section 10.3 and following such payment being made, the receiving Party will be precluded from any other remedy against the other Party or any of its subsidiaries at law or in equity or otherwise (including, without limitation, an order for specific performance), and will not seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against such other Party or any of its directors, officers, employees, partners, managers, members, shareholders or affiliates in connection with this Agreement or the transactions contemplated hereby. Subject to the immediately preceding sentence, nothing in this Agreement will preclude a Party from seeking damages in respect of losses incurred or suffered by such Party as a result of any breach of this Agreement by the other Party, seeking injunctive relief to restrain any breach or threatened breach of the covenants or agreements set forth in this Agreement or the [Redacted – confidential information] or otherwise, or seeking specific performance of any of such covenants or agreements, without the necessity of posting bond or security in connection therewith.

ARTICLE 11 GENERAL

11.1 Privacy Matters

(a) For the purposes of this Section 11.1, the following definitions will apply:
(i) " Privacy Laws " means any and all Applicable Laws relating to privacy and the collection, use and disclosure of Personal Information in all applicable jurisdictions, including but not limited to the Personal Information Protection and Electronic Documents Act (Canada) and/or any comparable provincial Laws; and

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(ii) " Personal Information " means information about an individual transferred to a Party by another Party or Party in accordance with this Agreement and/or as a condition of the Arrangement.
(b) The Parties acknowledge that they are responsible for compliance at all times with Privacy Laws which govern the collection, use and disclosure of Personal Information acquired by or disclosed to any Party pursuant to or in connection with this Agreement (the " Disclosed Personal Information ").
(c) No Party will use the Disclosed Personal Information for any purposes other than those related to the performance of this Agreement and the completion of the Arrangement.
(d) Each Party acknowledges and confirms that the disclosure of Personal Information is necessary for the purposes of determining if the Parties will proceed with the Arrangement, and that the disclosure of Personal Information relates solely to the carrying on of the business and the completion of the Arrangement.
(e) Each Party acknowledges and confirms that it has and will continue to employ appropriate technology and procedures in accordance with Privacy Laws to prevent accidental loss or corruption of the Disclosed Personal Information, unauthorized input or access to the Disclosed Personal Information, or unauthorized or unlawful collection, storage, disclosure, recording, copying, alteration, removal, deletion, use or other processing of such Disclosed Personal Information.
(f) Each Party will at all times keep strictly confidential all Disclosed Personal Information provided to it, and will instruct those officers, employees or advisors responsible for processing such Disclosed Personal Information to protect the confidentiality of such information in a manner consistent with the Party's obligations hereunder. Each Party will ensure that access to the Disclosed Personal Information will be restricted to those officers, employees or advisors of the Party who have a bona fide need to access to such information in order to complete the Arrangement.
(g) Each Party will promptly notify the other Parties of all inquiries, complaints, requests for access, and Actions of which the party is made aware in connection with the Disclosed Personal Information. The Parties will fully co-operate with one another, with the persons to whom the Personal Information relates, and any authorized authority charged with enforcement of Privacy Laws, in responding to such inquiries, complaints, requests for access and Actions.
(h) Upon the expiry or termination of this Agreement, or otherwise upon the reasonable request of any Party, the other Parties will forthwith cease all use of the Personal Information acquired by such other Parties in connection with this Agreement and will return to the requesting Party or, at the requesting Party's request, destroy in a secure manner, the Disclosed Personal Information (and any copies).

11.2 Notices

All notices and other communications given or made pursuant hereto will be in writing and will be deemed to have been duly given or made as of the date delivered or sent if delivered personally or email transmission, or as of the following Business Day if sent by prepaid overnight courier, to the Parties at the following addresses (or at such other addresses as will be specified by any Party by notice to the other given in accordance with these provisions):

(a) If to World Copper or Subco:

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World Copper Ltd. Suite 2710, 200 Granville Street Vancouver, British Columbia, V6C 1S4

Attention: Nolan Peterson Email: [Redacted – confidential information]

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

Lotz & Company Suite 1170, 1040 West Georgia Street Vancouver, British Columbia, V6E 4H1

Attention: Jonathan Lotz Email: [email protected]

(b) If to Cardero:

Cardero Resource Corp. Suite 2710, 200 Granville Street Vancouver, British Columbia, V6C 1S4

Attention: Stuart Ross Email: [Redacted – confidential information]

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

Armstrong Simpson Suite 2080, 777 Hornby Street Vancouver, British Columbia, V6Z 1S4

Attention: Shauna Hartman Email: [email protected]

11.3 Amendment

This Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of Cardero Meeting but not later than the Effective Time, be amended by mutual written agreement of the Parties, and any such amendment may, subject to the Interim Order and the Final Order and Applicable Laws, without limitation:

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

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11.4 Entire Agreement

This Agreement (including the exhibits and schedules hereto, the Cardero Disclosure Letter and the World Copper Disclosure Letter) and the [Redacted – confidential information] constitute the entire agreement among the Parties with respect to the Arrangement and other transactions contemplated hereby and supersede all other prior agreements, understandings, negotiations and discussions, whether oral or written, among the Parties with respect thereto, including for greater certainty, the Letter Agreement.

11.5 Assignment

Except as expressly permitted by the terms hereof, neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by either of the Parties without the prior written consent of the other Parties.

11.6 Enurement

This Agreement and the Arrangement will be binding upon and will enure to the benefit of the Parties hereto and their respective successors.

11.7 Further Assurances

Notwithstanding that the transactions and events set out herein will occur and be deemed to occur in the order set out in the Plan of Arrangement without any further act or formality, each of the Parties to this Agreement will make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to further document or evidence any of the transactions or events set out therein.

11.8 No Personal Liability

No director, officer or employee of World Copper or Subco will have any personal liability to Cardero under this Agreement or any other document delivered in connection with this Agreement or the Arrangement on behalf of World Copper or Subco. No director, officer or employee of Cardero will have any personal liability to World Copper or Subco under this Agreement or any other document delivered in connection with this Agreement or the Arrangement on behalf of Cardero.

11.9 Severability

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law or public policy, all other conditions and provisions of this Agreement will nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

11.10 Mutual Interest

Notwithstanding the fact that any part of this Agreement has been drafted or prepared by or on behalf of one of the Parties, all Parties confirm that they and their respective counsel have reviewed and negotiated this Agreement and that the Parties have adopted this Agreement as the joint agreement and understanding of the Parties, and the language used in this Agreement will be deemed to be the language chosen by the Parties to express their mutual intent, and the Parties waive the application of any Laws or rule of construction providing that ambiguities in any agreement or other document will be construed against the

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Party drafting such agreement or other document and agree that no rule of construction providing that a provision is to be interpreted in favour of the person who contracted the obligation and against the person who stipulated it will be applied against any Party.

11.11 Governing Law and Attornment

This Agreement will be governed, including as to validity, interpretation and effect, by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each of the Parties hereby irrevocably attorns to the non-exclusive jurisdiction of the Courts of the Province of British Columbia situated in the City of Vancouver in respect of all matters arising under and in relation to this Agreement and waives objection to venue of any proceeding in such court or that such court provides an inconvenient forum.

11.12 Injunctive Relief

Subject to Section 10.3, the Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties will be entitled to seek an injunction or injunctions, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement, and any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief is hereby being waived, this being in addition to any other remedy to which the Parties may be entitled at law or equity.

11.13 Time of Essence

Time will be of the essence of this Agreement.

11.14 Third Party Beneficiaries

Each of the Parties intends that this Agreement will not benefit or create any right or cause of action in favour of any person, other than the Parties and that no person, other than the Parties, will be entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.

11.15 Disclosure

Each Party will receive the prior consent, not to be unreasonably withheld, of the other Parties prior to issuing or permitting any director, officer, employee or agent to issue, any press release or other written statement with respect to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, if a Party is required by Applicable Laws to make any disclosure relating to the transactions contemplated herein, such disclosure may be made, but that Party will use reasonable commercial efforts to consult with the other Parties as to the wording of such disclosure prior to its being made.

11.16 Expenses

Except as provided in Section 10.3 and the Plan of Arrangement, each Party will pay its respective legal and accounting costs, fees and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed pursuant to this Agreement and any other costs, fees and expenses whatsoever and howsoever incurred, and will indemnify and save harmless the others from and against any claim for any broker's, finder's or placement fee or commission alleged to have been incurred as a result of any action by it in connection with the transactions hereunder.

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11.17 Counterparts

This Agreement may be executed in counterparts and by facsimile or other electronic means, and each of such counterparts will be deemed an original, and all of which together constitute one and the same instrument.

[Remainder of page intentionally left blank; signature page follows.]

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

Per: " Nolan Peterson "

CARDERO RESOURCE CORP.

Per: " Stuart Ross "

1302172 B.C. LTD.

Per: " Tim McCutcheon "

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SCHEDULE A

PLAN OF ARRANGEMENT UNDER SECTION 288 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Plan of Arrangement, unless there is something in the subject matter or context inconsistent therewith, the following terms will have the respective meanings set out below and grammatical variations of those terms will have corresponding meanings:

(a) " Amalco " has the meaning ascribed thereto in Section 3.1(b) hereof;
(b) " Amalco Shares " means the common shares without par value in the capital of Amalco;
(c) " Amalgamation " has the meaning ascribed thereto in Section 3.1(b) hereof;
(d) " Amalgamation Application " means the amalgamation application as contemplated by the BCBCA in substantially the form attached as Appendix I to this Plan of Arrangement;
(e) " Applicable Laws " means with respect to any person, any Laws that are binding upon or applicable to such person, as amended unless expressly specified otherwise;
(f) " Arrangement " means the arrangement under Section 288 of the BCBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the Arrangement Agreement and Article 6 hereof, or made at the direction of the Court in the Final Order with the consent of World Copper and Cardero, each acting reasonably;
(g) " Arrangement Agreement " means the arrangement agreement dated as of September 17, 2021, among World Copper, Cardero and Subco, as the same may be supplemented, restated or amended from time to time;
(h) " Arrangement Resolution " means the special resolution approving the Arrangement, to be substantially in the form and content of Schedule B attached to the Arrangement Agreement, to be considered, and if deemed advisable, passed with or without variation, by the Cardero Shareholders at the Cardero Meeting;
(i)
" BCBCA " means the Business Corporations Act (British Columbia);
(j) " Business Day " means any day on which commercial banks are generally open for business in Vancouver, British Columbia other than a Saturday, a Sunday or a day observed as a holiday in Vancouver, British Columbia under the laws of the Province of British Columbia or the federal laws of Canada;
(k) " Cardero " means Cardero Resource Corp., a corporation existing under the laws of the Province of British Columbia;
(l) " Cardero Meeting " means the special meeting of the Cardero Shareholders, including any adjournment or postponement thereof, called and held in accordance with the Interim Order for the purpose of approving, among other things, the Arrangement Resolution;

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(m) " Cardero Options " means outstanding options (whether vested or unvested) to acquire Cardero Shares under any stock option plan of Cardero or otherwise;
(n) " Cardero Securities " means, collectively, the Cardero Shares, the Cardero Warrants and the Cardero Options;
(o) " Cardero Shareholder " means a registered and/or beneficial holder of Cardero Shares, as the context requires;
(p) " Cardero Shares " means the common shares without par value in the capital of Cardero;
(q) " Cardero Warrants " means the common share purchase warrants to acquire Cardero Shares;
(r) " Certificate of Amalgamation " means the certificate to be issued by the Registrar pursuant to Section 281(a) of the BCBCA giving effect to the Amalgamation;
(s) " Court " means the Supreme Court of British Columbia;
(t) " Depositary " means Computershare Investor Services Inc., or such other party appointed by World Copper and Cardero for the purpose of, among other things, exchanging certificates representing World Copper Shares in connection with the Arrangement, at such offices as will be set out in the Letter of Transmittal;
(u) " Dissent Rights " has the meanings given to it in Article 4 hereof;
(v) " Dissenting Shareholders " means Cardero Shareholders who have duly and validly exercised their Dissent Rights with respect to the Arrangement;
(w) " Dissenting Shares " means the Cardero Shares held by Dissenting Shareholders;
(x) " Effective Date " means the effective date indicated upon the Certificate of Amalgamation, as determined in accordance with Section 2.11 of the Arrangement Agreement;
(y) " Effective Time " means the effective time on the Effective Date indicated upon the Certificate of Amalgamation, which will be 12:01 a.m. (Vancouver time) or such other time as World Copper, Cardero and Subco agree to in writing before the Effective Date;
(z) " Exchange Ratio " means a ratio of World Copper Shares exchanged for that number of Cardero Shares which would result in the World Copper Shareholders collectively holding, on a postArrangement basis, 60% of the issued and outstanding shares of World Copper, and the former Cardero Shareholders collectively holding, on a post-Arrangement basis, 40% of the issued and outstanding shares of World Copper on an undiluted basis, without giving effect to the World Copper Financing;
(aa) " Final Order " means the order of the Court in a form acceptable to World Copper and Cardero, each acting reasonably, approving the Arrangement under Section 291 of the BCBCA, as such order may be affirmed, amended, modified, supplemented or varied by the Court with the consent of the World Copper and Cardero, each acting reasonably, at any time prior to the Effective Date;
(bb) " Governmental Entity " means: (i) any international, multinational, national, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public body, authority or department, central bank, court, tribunal, arbitral body, commission, board, bureau, commissioner, ministry, governor in council, agency or instrumentality, domestic or foreign; (ii) any subdivision or authority of any of the above; (iii) any quasi-governmental, administrative or

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private body, including any tribunal, commission, committee, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (iv) any stock exchange;

(cc) " holder " means, when used with reference to any securities of Cardero, the holder of such securities shown from time to time in the securities register maintained by or on behalf of Cardero in respect of such securities;
(dd) " Interim Order " means the interim order of the Court pursuant to Section 291 of the BCBCA in a form acceptable to World Copper and Cardero, each acting reasonably, providing for, among other things, the calling and holding of the Cardero Meeting, as such order may be amended, modified, supplemented or varied by the Court with the consent of World Copper and Cardero, each acting reasonably, at any time prior to the Final Order or, if appealed, then unless such appeal is withdrawn or denied, as affirmed or amended on appeal;
(ee)
" Income Tax Act " means the Income Tax Act (Canada);
(ff) " Laws " means any and all laws (statutory, common or otherwise), statutes, regulations, statutory rules, regulatory instruments, orders, injunctions, judgments, published policies and guidelines (to the extent that they have the force of law), and terms and conditions of any grant of approval, permission, authority or licence of any Governmental Entity, statutory body or self-regulatory authority;
(gg) " Letter Agreement " means the letter agreement dated April 13, 2021 between Cardero and World Copper, as amended pursuant to amendments dated June 4, 2021, June 25, 2021 and July 30, 2021;
(hh) " Letter of Transmittal " means the letter of transmittal form to be delivered to the Cardero Shareholders providing for the delivery of the Cardero Shares to the Depositary;
(ii) " Lien " means any mortgage, deed of trust, charge, pledge, hypothec, security interest, lien (statutory or otherwise), or other third party encumbrance, in each case, whether contingent or absolute;
(jj) " person " includes any individual, partnership, limited partnership, association, body corporate, corporation, company, organization, joint venture, trust, estate, trustee, executor, administrator, legal representative, government (including a Governmental Entity), syndicate or other entity;
(kk) " Plan of Arrangement " means this plan of arrangement, including any appendices hereto, and any amendments, variations or supplements hereto made from time to time in accordance with the terms hereof, the Arrangement Agreement or made at the direction of the Court in the Final Order with the consent of World Copper and Cardero, each acting reasonably;
(ll) " Registrar " means the Registrar of Corporations appointed pursuant to Section 400 of the BCBCA; (mm) " Subco " means 1302172 B.C. Ltd., a corporation existing under the laws of the Province of British Columbia;
(nn) " Subco Shares " means the common shares without par value in the capital of Subco;
(oo)
" U.S. Tax Code " means the United States Internal Revenue Code of 1986, as amended;
(pp) " World Copper " means World Copper Ltd., a corporation existing under the laws of the Province of British Columbia;

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(qq) " World Copper Financing " means one or more brokered and/or non-brokered private placements by World Copper conducted during the period commencing on the date of the Letter Agreement and ending on the first anniversary of the Effective Date, of World Copper Shares, securities convertible into or exchangeable or exercisable for World Copper Shares for aggregate gross proceeds of at least $8,592,133, on such other terms as determined by World Copper in its sole discretion;
(rr) " World Copper Shares " means the common shares without par value in the capital of World Copper; and
(ss) " World Copper Replacement Warrant " has the meanings given to it in Section 3.1(d) hereof.

1.2 Interpretation Not Affected by Headings, etc.

The division of this Plan of Arrangement into Articles, Sections, paragraphs and other portions and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation hereof. Unless otherwise indicated, all references to an "Article", "Section" or "paragraph" followed by a number and/or a letter refer to the specified Article, Section or paragraph of this Plan of Arrangement. Unless otherwise indicated, the terms "this Plan of Arrangement", "hereof", "herein", "hereunder" and "hereby" and similar expressions refer to this Plan of Arrangement as amended or supplemented from time to time pursuant to the applicable provisions hereof, and not to any particular Section or other portion hereof.

1.3 Number and Gender

In this Plan of Arrangement, unless the context otherwise requires, words used herein importing the singular include the plural and vice versa. Words importing gender include all genders and the neuter gender.

1.4 Date of Any Action

In the event that any date on which any action is required to be taken hereunder by any of the parties hereto is not a Business Day, such action will be required to be taken on the next succeeding day which is a Business Day.

1.5 Time

Time will be of the essence in every matter or action contemplated hereunder. All times expressed herein or in the Letter of Transmittal and Election Form are local time (Vancouver, British Columbia) unless otherwise stipulated herein or therein.

1.6 Currency

Unless otherwise stated, all references in this Plan of Arrangement to sums of money are expressed in lawful money of Canada.

1.7 Construction

In this Plan of Arrangement:

(a) the word "or" is not exclusive and the word "including" is not limiting (whether or not non-limiting language such as "without limitation" or "but not limited to" or other words of similar import are used with reference thereto);

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(b) unless otherwise indicated, references in this Plan of Arrangement to any statute include all regulations made pursuant to such statute and the provisions of any statute or regulation which amends, supplements or supersedes any such statute or regulation; and
(c) references 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.

ARTICLE 2 EFFECT OF THE ARRANGEMENT

2.1 Arrangement Agreement

This Plan of Arrangement is made pursuant to, is subject to the provisions of, and forms a part of the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which will occur in the order set out herein. This Plan of Arrangement constitutes an arrangement under Section 288 of the BCBCA.

2.2 Binding Effect

As of and from the Effective Time, this Plan of Arrangement will be binding upon World Copper, Cardero, the holders of Cardero Securities, including any Dissenting Shareholders, and Subco, without any further act or formality required on the part of any person, except as specified herein.

2.3 Transfers Free and Clear

Any transfer of securities pursuant to this Plan of Arrangement will be free and clear of all Liens.

ARTICLE 3 ARRANGEMENT

3.1 The Arrangement

Commencing at the Effective Time and provided that the terms and conditions of the Arrangement Agreement have been met or waived, the following events or transactions will occur sequentially unless otherwise noted and will be deemed to occur without any further act or formality required on the part of any person, except as expressly provided herein:

(a) at the Effective Time:
(i) each Dissenting Share held by a Dissenting Shareholder who is ultimately determined to be entitled to be paid the fair value of the Dissenting Shares in respect of which such Dissenting Shareholder has exercised Dissent Rights will be, and will be deemed to be, transferred by the holder thereof, without any further act or formality on its part, to Cardero (free and clear of all Liens) and such Dissenting Shareholder will cease to be the holder thereof or to have any rights as a holder in respect of such Dissenting Share other than the right to be paid the fair value of such Dissenting Share determined and payable in accordance with Article 4 hereof; and
(ii) the name of each Dissenting Shareholder will be removed from the register of the Cardero Shares and such Dissenting Shares will be automatically cancelled as of the Effective Date;
(b) at the same time as the steps in Section 3.1(a) occur, Cardero and Subco will amalgamate (the " Amalgamation ") pursuant to the provisions of Division 3 of Part 9 of the BCBCA and

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continue as one corporation (" Amalco "), which corporation will be a wholly-owned subsidiary of World Copper, with the effect that:

(i) the property of each of Cardero and Subco will continue to be the property of Amalco, and, without limiting the provisions hereof, all rights of creditors or others will be unimpaired by such merger, and all obligations of Cardero and Subco whether arising by contract or otherwise, may be enforced against Amalco to the same extent as if such obligations had been incurred or contracted by it;
(ii) Amalco will continue to be liable for the obligations of each of Cardero and Subco;
(iii) all rights, contracts, permits and interests of each of Cardero and Subco will continue as rights, contracts, permits and interests of Amalco and, for greater certainty, the Amalgamation will not constitute a transfer or assignment of the rights or obligations of either of Cardero or Subco under any such rights, contracts, permits and interests;
(iv) any existing cause of action, claim or liability to prosecution with respect to either or both or all of Cardero and Subco will be unaffected;
(v) any civil, criminal or administrative action or proceeding pending by or against any of Cardero and Subco may be continued to be prosecuted by or against Amalco;
(vi) any conviction against, or ruling, order or judgment in favour of or against, any of Cardero and Subco may be enforced by or against Amalco;
(vii) the notice of articles contained in the Amalgamation Application will be deemed to be the Notice of Articles of Amalco and the Certificate of Amalgamation will be deemed to be the Certificate of Incorporation of Amalco; and
(viii) the articles of Amalco will be in substantially the form attached as Appendix II to this Plan of Arrangement.
(c) at the same time as the steps in Section 3.1(b) occur:
(i) each registered holder of Cardero Shares will exchange their Cardero Shares for World Copper Shares, and in respect of which Cardero Shares:
- (A) each registered holder of Cardero Shares (other than the Dissenting Shareholders) will receive that number of fully paid and non-assessable World Copper Shares equal to the product determined by multiplying the number of Cardero Shares held by such holder by the Exchange Ratio;
- (B) the registered holder of such Cardero Shares will cease to be the holder of such Cardero Shares and will be deemed to be the registered holder of the World Copper Shares to which they are entitled;
- (C) all such Cardero Shares will be cancelled and the registered holder's name will be removed from the securities register of Cardero with respect to such Cardero Shares; and
- (D) the registered holder of such Cardero Shares will be deemed to have executed and delivered all consents, assignments and waivers, statutory or otherwise, required to effect such transfer;

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(ii) World Copper will receive one (1) fully paid and non-assessable Amalco Share for each one (1) Subco Share held by World Copper, following which all such Subco Shares will be cancelled;
(iii) World Copper will add an amount to the paid-up capital account maintained in respect of the World Copper Shares equal to the aggregate paid-up capital for income tax purposes of the Cardero Shares immediately prior to the Effective Time (less the paid-up capital of any Cardero Shares held by Dissenting Shareholders who do not exchange their Cardero Shares for World Copper Shares pursuant to the Arrangement);
(iv) Amalco will add an amount to the paid-up capital account maintained in respect of the Amalco Shares such that the paid-up capital of the Amalco Shares will be equal to the aggregate paid-up capital for income tax purposes of the Subco Shares and Cardero Shares immediately prior to the Effective Time;
(d) at the same time as the steps in Section 3.1(b) occur:
(i) each Cardero Warrant, to the extent it has not been exercised as of the Effective Date, will be exchanged by the holder thereof, without any further act or formality and free and clear of all Liens, for a warrant (a " World Copper Replacement Warrant ") to purchase a number of World Copper Shares equal to the product of the Exchange Ratio, rounded down to two decimal places, multiplied by the number of Cardero Shares issuable on exercise of such Cardero Warrant immediately prior to the Effective Time for an exercise price per World Copper Share equal to the exercise price per share of such Cardero Warrant immediately prior to the Effective Time divided by the Exchange Ratio, rounded down to two decimal places, and rounded up to the nearest whole cent (provided that, if the foregoing calculation results in a World Copper Replacement Warrant being exercisable for a fraction of a World Copper Share, then the number of World Copper Shares subject to such World Copper Replacement Warrant will be rounded down to the next whole number of World Copper Shares) and the Cardero Warrants will thereupon be cancelled. The term to expiry, conditions to and manner of exercise and other terms and conditions of each of the World Copper Replacement Warrants will be the same as the terms and conditions of the Cardero Warrant for which it is exchanged. Any document previously evidencing a Cardero Warrant will thereafter evidence and be deemed to evidence such World Copper Replacement Warrant and no certificates evidencing the World Copper Replacement Warrants will be issued;
(ii) each Cardero Option, to the extent it has not been exercised as of the Effective Date, will be cancelled and terminated, without any further act or formality, and cease to represent any right or claim whatsoever, including in respect of any Cardero Shares or World Copper Shares; and
(iii) each holder of Cardero Shares and Cardero Warrants outstanding immediately prior to the Effective Time, with respect to each step set out above applicable to such holder, will be deemed, at the time such step occurs, to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer all Cardero Shares and Cardero Warrants held by such holder in accordance with such step.

3.2 Amalgamated Corporation (Amalco)

Unless and until otherwise determined in the manner required by Applicable Laws, by Amalco or by its directors or the holders of the Amalco Shares, the following provisions shall apply:

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(a) the name of Amalco will be "Zonia Holdings Corp." or such other name as selected by the board of directors of World Copper;
(b) the address of the registered and records office of Amalco will be Suite 1170, 1040 West Georgia Street, Vancouver, British Columbia, V6E 4H1;
(c) the authorized capital of Amalco will consist of an unlimited number of Amalco Shares;
(d) the initial directors of Amalco will be as follows:
(i) Nolan Peterson; and
(ii) Hendrik van Alphen,

and such persons will hold office until the first annual or general meeting of the shareholders of Amalco or until their successors are duly appointed or elected. The subsequent directors will be elected each year thereafter as provided for in the articles of Amalco. The management and operation of the business and affairs of Amalco will be under the control of the board of directors as it is constituted from time to time;

(e) the initial officer of Amalco will be as follows:
(i) Nolan Peterson - President;
(f) the auditors of Amalco will be the auditors of World Copper or such other auditors as selected by the board of directors of World Copper;
(g) the fiscal year end of Amalco will be December 31st of each calendar year; and
(h) there will be no restrictions on the business that Amalco may carry on;

3.3 Adjustments to Exchange Ratio

The Exchange Ratio will be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into World Copper Shares or Cardero Shares), reorganization, recapitalization or other like change with respect to World Copper Shares or Cardero Shares occurring after the date of the Arrangement Agreement and prior to the Effective Time.

3.4 Paramountcy

From and after the Effective Time:

(a) this Plan of Arrangement will take precedence and priority over any and all Cardero Securities issued prior to the Effective Time;
(b) the rights and obligations of the holders the Cardero Securities, and any trustee and transfer agent therefor, will be solely as provided in this Plan of Arrangement; and
(c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Cardero Securities will be deemed to have been settled, compromised, released and determined without liability except as set out in this Plan of Arrangement.

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ARTICLE 4 DISSENT RIGHTS

4.1 Rights of Dissent

(a) Registered holders of Cardero Shares may exercise rights of dissent (" Dissent Rights ") with respect to such Cardero Shares pursuant to and in the manner set out in Sections 237 to 247 of the BCBCA and this Section 3.1 in connection with the Arrangement; provided that, notwithstanding Section 242(a) of the BCBCA, the written objection to the Arrangement Resolution referred to in Section 242(a) of the BCBCA must be received by Cardero not later than 5:00 p.m. (Vancouver time) on the Business Day that is two Business Days before the date of the Cardero Meeting or any date to which the Cardero Meeting may be postponed or adjourned and provided further that Dissenting Shareholders who:
(i) are ultimately entitled to be paid by Cardero, the fair value for their Cardero Shares in respect of which they have exercised Dissent Rights will be deemed to have irrevocably transferred such Cardero Shares to Cardero pursuant to Section 3.1(a)(i) hereof in consideration of such fair value and will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Cardero Shares; or
(ii) are ultimately, for any reason, not entitled to be paid by Cardero the fair value for their Cardero Shares in respect of which they have exercised Dissent Rights will be deemed to have participated in the Arrangement on the same basis as a Cardero Shareholder who has not exercised Dissent Rights, as at and from the time specified in Section 3.1(a)(i) hereof and be entitled to receive only the consideration set out in Section 3.1(a)(i) hereof that such holder would have received if such holder had not exercised Dissent Rights;

but in no case will World Copper, Cardero, Subco, Amalco or any other person be required to recognize such holders as Cardero Shareholders after the completion of the steps set out in Section 3.1(b), and each Dissenting Shareholder will cease to be entitled to the rights of a Shareholder in respect of Cardero Shares in relation to which such Dissenting Shareholder has exercised Dissent Rights and the securities register of Cardero with respect to such Cardero Shares will be amended to reflect that such former holder is no longer the holder of such Cardero Shares as and from the Effective Time and that such Cardero Shares have been cancelled. For greater certainty, and in addition to any other restriction under Sections 237 to 247 of the BCBCA, a Cardero Shareholder who has voted, or instructed a proxyholder to vote, in favour of the Arrangement Resolution will not be entitled to exercise Dissent Rights with respect to the Arrangement.

(b) For greater certainty, in addition to any other restrictions set out in the BCBCA, none of the following classes of persons will be entitled to exercise Dissent Rights: (i) holders of Cardero Options; (ii) holders of Cardero Warrants; and (iii) Cardero Shareholders who vote in favour of the Arrangement Resolution.

ARTICLE 5 CERTIFICATES

5.1 Effective Time Procedures

(a) Following receipt of the Final Order and prior to the Effective Date, World Copper will deliver or arrange to be delivered to the Depositary the certificates representing the World Copper Shares required to be issued to the former Cardero Shareholders, in either case in accordance with

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Section 3.1(c) hereof, which certificates will be held by the Depositary as agent and nominee for the former Cardero Shareholders for distribution to the former Cardero Shareholders in accordance with the provisions of this Article 5.

(b) Subject to the provisions of this Article 5, and upon return of a properly completed Letter of Transmittal by a registered former Cardero Shareholder together with certificates, if any, which, immediately prior to the Effective Date, represented Cardero Shares and such other documents as the Depositary may require, former Cardero Shareholders will be entitled to receive delivery of the certificates representing the World Copper Shares to which they are entitled pursuant to Section 3.1(b) hereof.

5.2 Exchange of Share Certificates

(a) As soon as practicable following the later of the Effective Date and the date of surrender to the Depositary for cancellation of certificates that, immediately before the Effective Time, represented a holder's Cardero Shares, together with a duly completed Letter of Transmittal and such other documents and instruments as would have been required to effect the transfer of the shares formerly represented by such certificates under the BCBCA and the articles of Cardero and such additional documents and instruments as the Depositary may reasonably require, (i) World Copper will cause the Depositary to deliver to such holder a certificate representing that number of World Copper Shares which such holder has the right to receive (together, with any dividends or distributions with respect thereto pursuant to Section 5.3 hereof) and the certificate so surrendered will forthwith be cancelled. In the event of a transfer of ownership of Cardero Shares which is not registered in the transfer records of Cardero, certificates representing the proper number of World Copper Shares may be issued to the transferee if the certificate representing such Cardero Shares is presented to the Depositary, accompanied by all documents required to evidence and effect such transfer to the transferee.
(b) Until surrendered as contemplated by this Section 5.2, each certificate which immediately prior to the Effective Time represented one or more outstanding Cardero Shares will be deemed at all times after the Effective Time to represent only the right to receive upon such surrender (i) the certificates representing World Copper Shares, as contemplated by this Section 5.2; and (ii) any dividends or distributions with a record date after the Effective Time theretofore paid or payable with respect to World Copper, as contemplated by Section 5.3 hereof. For greater certainty, none of the holders of Cardero Shares and Cardero Warrants will be entitled to receive any consideration with respect to such Cardero Securities other than consideration such holder is entitled to receive in accordance with Section 3.1 hereof and, for greater certainty, no such former holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.

5.3 Distributions with Respect to Unsurrendered Certificates

No dividends or other distributions declared or made after the Effective Time with respect to World Copper Shares with a record date after the Effective Time will be paid to the holder of any unsurrendered certificate which immediately prior to the Effective Time represented outstanding Cardero Shares that were exchanged pursuant to Section 3.1(b) hereof, unless and until the holder of record of such certificate will surrender such certificate in accordance with Section 5.2 hereof. Subject to applicable law, at the time of such surrender of any such certificate (or in the case of clause (ii) below, at the appropriate payment date), there will be paid to the holder of record of the certificates formerly representing whole Cardero Shares, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole World Copper Share; and (ii) on the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole World Copper Share.

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5.4 Extinction of Rights

Any certificate which immediately prior to the Effective Time represented outstanding Cardero Shares that were exchanged pursuant to Section 3.1(c) hereof and not deposited, with all other instruments required by Section 5.2 hereof on or prior to the second anniversary of the Effective Date will cease to represent a claim or interest of any kind or nature as a shareholder of World Copper. On such date, the World Copper Shares to which the former registered holder of the certificate referred to in the preceding sentence was ultimately entitled will be deemed to have been surrendered to World Copper, together with all entitlements to dividends, distributions and interest thereon held for such former registered holder. None of World Copper, Amalco or the Depositary will be liable to any person in respect of any World Copper Shares (or dividends, distributions and interest in respect thereof) delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

5.5 Lost Certificates

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Cardero Shares that were exchanged pursuant to Section 3.1(c) hereof will have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, one or more certificates representing one or more World Copper Shares (and any dividends or distributions with respect thereto) deliverable in accordance with such holder's Letter of Transmittal. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the person to whom certificates representing World Copper Shares are to be issued will, as a condition precedent to the issuance thereof, give a bond satisfactory to World Copper and the Depositary in such sum as they may direct or otherwise indemnify World Copper and the Depositary in a manner satisfactory to each of them against any claim that may be made against them with respect to the certificate alleged to have been lost, stolen or destroyed.

5.6 No Fractional Shares

In no event will any holder of Cardero Shares be entitled to a fractional World Copper Share. Where the aggregate number of World Copper Shares to be issued to a former Cardero Shareholder as consideration under this Arrangement would result in a fraction of a World Copper Share being issuable, the number of World Copper Shares to be received by such Cardero Shareholder will be rounded down to the nearest whole World Copper Share and no person will be entitled to any compensation in respect of a fractional World Copper Share.

5.7 Withholding and Sale Rights

(a) World Copper and the Depositary will be entitled to deduct and withhold from (i) any World Copper Shares or other consideration otherwise issuable or payable pursuant to this Plan of Arrangement to any holder of Cardero Shares; or (ii) any dividend or consideration otherwise payable to any holder of Cardero Shares or World Copper Shares, such amounts as World Copper or the Depositary, respectively, is required to deduct and withhold with respect to such issuance or payment, as the case may be, under the Income Tax Act, the U.S. Tax Code, or any provision of provincial, state, local or foreign tax law.
(b) To the extent that the amount so required to be deducted or withheld from the World Copper Shares, dividends or consideration otherwise issuable or payable to a holder exceeds the cash portion of the consideration otherwise payable to such holder, each of World Copper and the Depositary is hereby authorized to sell or otherwise dispose of, at such times and at such prices as it determines, in its sole discretion, such portion of the World Copper Shares otherwise issuable or payable to such holder as is necessary to provide sufficient funds to World Copper or the Depositary, as the

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case may be, to enable it to comply with such deduction or withholding requirement, and will notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale or disposition (after deducting applicable sale commissions and any other reasonable expenses relating thereto) in lieu of the World Copper or other consideration so sold or disposed of.

(c) To the extent that amounts are so withheld or World Copper Shares or other consideration are so sold or disposed of, such withheld amounts, or shares or other consideration so sold or disposed of, will be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction, withholding, sale or disposition was made; provided that such withheld amounts, or the net proceeds of such sale or disposition, as the case may be, are actually remitted to the appropriate taxing authority. None of World Copper or the Depositary will be obligated to seek or obtain a minimum price for any of the World Copper Shares or other consideration sold or disposed of by it hereunder, nor will any of them be liable for any loss arising out of any such sale or disposition.

ARTICLE 6 AMENDMENT

6.1 Amendment of Plan of Arrangement

(a) World Copper and Cardero reserve the right to amend, modify and supplement this Plan of Arrangement at any time and from time to time, provided that any amendment, modification or supplement will be (i) set out in writing; (ii) approved by World Copper and Cardero; (iii) filed with the Court and, if made following the Cardero Meeting, approved by the Court; and (iv) communicated to or approved by the Cardero Shareholders, if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by World Copper and Cardero at any time prior to or at the Cardero Meeting, with or without any other prior notice or communication, and, if so proposed and accepted by the persons voting at the Cardero Meeting will become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement which is approved or directed by the Court following the Cardero Meeting, will be effective only if it is consented to by World Copper and Cardero, acting reasonably, and if directed by the Court, it is consented to by the Cardero Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date but will only be effective if it is consented to by each of World Copper and Cardero; provided that such amendment, modification or supplement concerns a matter which, in the reasonable opinion of World Copper and Cardero, 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 World Copper and Cardero or any former holder of Cardero Securities.

ARTICLE 7 TERMINATION

7.1 Termination

This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement. Upon the termination of this Plan of Arrangement pursuant to Section 10.2 of the Arrangement Agreement, no party will have any liability or further obligation to any other party hereunder other than as set out in the Arrangement Agreement.

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ARTICLE 8 FURTHER ASSURANCES

8.1 Further Assurances

Notwithstanding that the transactions and events set out herein will occur and be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the parties to the Arrangement Agreement will make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to document or evidence any of the transactions or events set out herein.

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APPENDIX I Amalgamation Application

See attached.

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Telephone: 1 877 526-1526 www.bcreg.ca

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Mailing Address: PO Box 9431 Stn Prov Govt Victoria BC V8W 9V3

�ourier Address: 200 – 940 Blanshard Street Victoria BC V8W 3E6

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APPENDIX II Articles of Amalco

See attached.

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Incorporation number: BC___

______ B.C. LTD. (the "Company")

ARTICLES

1.	INTERPRETATION.............................................................................................................1
2.	SHARES AND SHARE CERTIFICATES ...........................................................................2
3.	ISSUE OF SHARES .............................................................................................................3
4.	SHARE REGISTERS............................................................................................................4
5.	SHARE TRANSFERS ..........................................................................................................4
6.	TRANSMISSION OF SHARES...........................................................................................6
7.	ACQUISITION OF COMPANY'S SHARES.......................................................................6
8.	BORROWING POWERS .....................................................................................................7
9.	ALTERATIONS ...................................................................................................................7
10.	MEETINGS OF SHAREHOLDERS ....................................................................................9
11.	PROCEEDINGS AT MEETINGS OF SHAREHOLDERS ...............................................11
12.	VOTES OF SHAREHOLDERS .........................................................................................14
13.	DIRECTORS.......................................................................................................................17
14.	ELECTION AND REMOVAL OF DIRECTORS..............................................................19
15.	ALTERNATE DIRECTORS ..............................................................................................21
16.	POWERS AND DUTIES OF DIRECTORS.......................................................................22
17.	INTERESTS OF DIRECTORS AND OFFICERS .............................................................22
18.	PROCEEDINGS OF DIRECTORS ....................................................................................23
19.	EXECUTIVE AND OTHER COMMITTEES....................................................................26
20.	OFFICERS ..........................................................................................................................27
21.	INDEMNIFICATION.........................................................................................................28
22.	DIVIDENDS .......................................................................................................................29
23.	ACCOUNTING RECORDS AND AUDITOR ..................................................................30
24.	NOTICES ............................................................................................................................30
25.	SEAL...................................................................................................................................32
26.	PROHIBITIONS .................................................................................................................33

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1. INTERPRETATION

1.1 Definitions . In these Articles, unless the context otherwise requires:
(1) "appropriate person" has the meaning ascribed thereto in the Securities Transfer Act ;
(2) "board of directors", "directors" and "board" mean the directors or sole director of the Company for the time being;
(3) " Business Corporations Act " means the Business Corporations Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;
(4) " Interpretation Act " means the Interpretation Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;
(5) "legal personal representative" means the personal or other legal representative of a shareholder;
(6) "protected purchaser" has the meaning ascribed thereto in the Securities Transfer Act ;
(7) "registered address" of a shareholder means the shareholder's address as recorded in the central securities register;
(8) "seal" means the seal of the Company, if any;
(9) "securities legislation" means statutes concerning the regulation of securities markets and trading in securities and the regulations, rules, forms and schedules under those statutes, all as amended from time to time, and the blanket rulings and orders, as amended from time to time, issued by the securities commissions or similar regulatory authorities appointed under or pursuant to those statutes; "Canadian securities legislation" means the securities legislation in any province or territory of Canada and includes the Securities Act (British Columbia); and "U.S. securities legislation" means the securities legislation in the federal jurisdiction of the United States and in any state of the United States and includes the Securities Act of 1933 and the Securities Exchange Act of 1934 ; and
(10) " Securities Transfer Act " means the Securities Transfer Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act.

1.2 Business Corporations Act and Interpretation Act Definitions Applicable. The definitions in the Business Corporations Act and the definitions and rules of construction in the Interpretation Act , with the necessary changes, so far as applicable, and unless the context requires otherwise, apply to these Articles as if they were an enactment. If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles. If there is a conflict or inconsistency between these Articles and the Business Corporations Act , the Business Corporations Act will prevail.

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1.3 Extended Meanings. Words importing the singular number include the plural and vice versa; words importing gender include the masculine, feminine and neuter genders; and words importing a person include an individual, partnership, association, body corporate, unincorporated organization, trustee, executor, administrator and legal representative.

1.4 Imperative. "Will" is to be construed as imperative.

1.5 Documents in Writing. Expressions referring to writing include references to printing, lithographing, typewriting, photography, and other modes of representing or reproducing words in a visible form.

2. SHARES AND SHARE CERTIFICATES

2.1 Authorized Share Structure. The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the Company.

2.2 Form of Share Certificate. Each share certificate issued by the Company will comply with, and be signed as required by, the Business Corporations Act .

2.3 Shareholder Entitled to Certificate or Acknowledgment. Unless the shares of which the shareholder is the registered owner are uncertificated shares within the meaning of the Business Corporations Act , each shareholder is entitled, without charge, to (i) one share certificate representing the shares of each class or series of shares registered in the shareholder's name or (ii) a non-transferable written acknowledgment of the shareholder's right to obtain such a share certificate, provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate or acknowledgment and delivery of a share certificate or acknowledgment to one of several joint shareholders or to a duly authorized agent of one of the joint shareholders will be sufficient delivery to all.

2.4 Delivery by Mail. Any share certificate or non-transferable written acknowledgment of a shareholder's right to obtain a share certificate may be sent to the shareholder by mail at the shareholder's registered address and neither the Company nor any director, officer or agent of the Company is liable for any loss to the shareholder because the share certificate or acknowledgement is lost in the mail or stolen.

2.5 Replacement of Worn Out or Defaced Certificate or Acknowledgement. If the directors are satisfied that a share certificate or a non-transferable written acknowledgment of a shareholder's right to obtain a share certificate is worn out or defaced, they will, on production to them of the share certificate or acknowledgment, as the case may be, and on such other terms, if any, as they think fit:

(1) order the share certificate or acknowledgment to be cancelled; and
(2) issue a replacement share certificate or acknowledgment.

2.6 Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment. If a person entitled to a share certificate or a non-transferable written acknowledgement of a shareholder's right to obtain a share certificate claims that the share certificate or acknowledgment has been lost, stolen or destroyed, the Company will issue a new share certificate or acknowledgement, as the case may be, if that person:

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(1) so requests before the Company has notice that the share certificate or acknowledgement has been acquired by a protected purchaser;
(2) provides the Company with an indemnity bond sufficient in the Company's judgment to protect the Company from any loss that the Company may suffer by issuing a new certificate or acknowledgement; and
(3) satisfies any other reasonable requirements imposed by the directors.

A person entitled to a share certificate may not assert against the Company a claim for a new share certificate where a share certificate has been lost, stolen or apparently destroyed if that person fails to notify the Company of that fact within a reasonable time after that person has notice of it and the Company registers a transfer of the shares represented by the certificate before receiving a notice of the loss, theft or apparent destruction of the share certificate.

2.7 Recovery of New Share Certificate. If, after the issue of a new share certificate, a protected purchaser of the original share certificate presents the original share certificate for the registration of transfer, then in addition to any rights under the indemnity bond, the Company may recover the new share certificate from a person to whom it was issued or any person taking under that person other than a protected purchaser.

2.8 Splitting Share Certificates. If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder's name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as represented by the share certificate so surrendered, the Company will cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.

2.9 Certificate Fee. There will be paid as a fee to the Company, in relation to the issuance of any share certificate under Articles 2.5, 2.6 or 2.8, the amount, if any, determined by the directors, which will not exceed the amount prescribed under the Business Corporations Act .

2.10 Recognition of Trusts. Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as required by law or statute or these Articles or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.

3. ISSUE OF SHARES

3.1 Directors Authorized. Subject to the Business Corporations Act and the rights, if any, of the holders of issued shares of the Company, the Company may issue, allot, sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (including any premium at which shares with par value may be issued) that the directors may determine. The issue price for a share with par value will be equal to or greater than the par value of the share.

3.2 Commissions and Discounts. The Company may at any time pay a reasonable commission or

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allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.

3.3 Brokerage. The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.

3.4 Conditions of Issue. Except as provided for by the Business Corporations Act , no share may be issued until it is fully paid. A share is fully paid when:

(1) consideration is provided to the Company for the issue of the share by one or more of the following:
(a) past services performed for the Company;
(b) property; or
(c) money; and
(2) the directors have determined that the value of the consideration received by the Company equals or exceeds the issue price set for the share under Article 3.1.

3.5 Share Purchase Warrants and Rights. Subject to the Business Corporations Act , the Company may issue share purchase warrants, options, convertible debentures and rights upon such terms and conditions as the directors determine, which share purchase warrants, options, convertible debentures and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.

4. SHARE REGISTERS

4.1 Central Securities Register. As required by and subject to the Business Corporations Act , the Company will maintain a central securities register. The directors may, subject to the Business Corporations Act , appoint an agent to maintain the central securities register. The directors may also appoint one or more agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series of its shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place.

4.2 Closing Register. The Company will not at any time close its central securities register.

5. SHARE TRANSFERS

5.1 Registering Transfers. The Company will register a transfer of a share of the Company if either:
(1) the Company or the transfer agent or registrar for the class or series of shares to be transferred has received:

(a) in the case where the Company has issued a share certificate in respect of the share to be

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transferred, that share certificate and a written instrument of transfer (which may be on a separate document or endorsed on the share certificate) made by the shareholder or other appropriate person or by an agent who has actual authority to act on behalf of that person;

(b) in the case of a share that is not represented by a share certificate (including an uncertificated share within the meaning of the Business Corporations Act and including the case where the Company has issued a non-transferable written acknowledgment of the shareholder's right to obtain a share certificate in respect of the share to be transferred), a written instrument of transfer made by the shareholder or other appropriate person or by an agent who has actual authority to act on behalf of that person; and
(c) such other evidence, if any, as the Company or the transfer agent or registrar for the class or series of shares to be transferred may require to prove the title of the transferor or the transferor's right to transfer the share, that the written instrument of transfer is genuine and authorized and that the transfer is rightful or to a protected purchaser; or
(2) all the preconditions for a transfer of a share under the Securities Transfer Act have been met and the Company is required under the Securities Transfer Act to register the transfer.

5.1A Waivers of Requirements for Transfer. The Company may waive any of the requirements set out in Article 5.1(1) and any of the preconditions referred to in Article 5.1(2).

5.2 Form of Instrument of Transfer. The instrument of transfer in respect of any share of the Company will be either in the form, if any, on the back of the Company's share certificates or in any other form that may be approved by the Company or the transfer agent for the class or series of shares to be transferred.

5.3 Transferor Remains Shareholder. Except to the extent that the Business Corporations Act otherwise provides, the transferor of shares is deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer.

5.4 Signing of Instrument of Transfer. If a shareholder, or his duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any other manner, or, if no number is specified but share certificates are deposited with the instrument of transfer, all the shares represented by such share certificates:

(1) in the name of the person named as transferee in that instrument of transfer; or
(2) if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered.

5.5 Enquiry as to Title Not Required. Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related

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to registering the transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any written acknowledgment of a right to obtain a share certificate for such shares.

5.6 Transfer Fee. There will be paid as a fee to the Company, in relation to the registration of any transfer, the amount, if any, determined by the directors.

6. TRANSMISSION OF SHARES

6.1 Legal Personal Representative Recognized on Death. In the case of the death of a shareholder, the legal personal representative of the shareholder, or in the case of shares registered in the shareholder's name and the name of another person in joint tenancy, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder's interest in the shares. Before recognizing a person as a legal personal representative of a shareholder, the directors may require the original grant of probate or letters of administration or a court certified copy of them or the original or a court certified or authenticated copy of the grant of representation, will, order or other instrument or other evidence of the death under which title to the shares or securities is claimed to vest.

6.2 Rights of Legal Personal Representative. The legal personal representative of a shareholder has the rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles, if appropriate evidence of appointment or incumbency within the meaning of Section 87 of the Securities Transfer Act has been deposited with the Company. This Article 6.2 does not apply in the case of the death of a shareholder with respect to shares registered in the shareholder's name and the name of another person in joint tenancy.

7. ACQUISITION OF COMPANY'S SHARES

7.1 Company Authorized to Purchase or Otherwise Acquire Shares. Subject to Article 7.2, the special rights or restrictions attached to the shares of any class or series of shares, and the Business Corporations Act , the Company may, if authorized by the directors, purchase, redeem or otherwise acquire any of its shares at the price and upon the terms determined by the directors.

7.2 No Purchase, Redemption or Other Acquisition When Insolvent. The Company will not make a payment or provide any other consideration to purchase, redeem or otherwise acquire any of its shares if there are reasonable grounds for believing that:

(1) the Company is insolvent; or

(2) making the payment or providing the consideration would render the Company insolvent.

7.3 Redemption of Shares. If the Company proposes to redeem some but not all of the shares of any class, the directors may, subject to any special rights or restrictions attached to such class of shares, determine the manner in which the shares to be redeemed will be selected.

7.4 Sale and Voting of Purchased, Redeemed or Otherwise Acquired Shares. If the Company retains a share which it has redeemed, purchased or otherwise acquired, the Company may sell, gift or otherwise dispose of the share, but, while such share is held by the Company, it: (1) is not entitled to vote the share at a meeting of its shareholders;

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(2) will not pay a dividend in respect of the share; and
(3) will not make any other distribution in respect of the share.

8. BORROWING POWERS

8.1 Powers of Company. The Company, if authorized by the directors, may:
(1) borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that the directors consider appropriate;
(2) issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as the directors consider appropriate;
(3) guarantee the repayment of money by any other person or the performance of any obligation of any other person; and
(4) mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

8.2 Bonds, Debentures or Debt. Any bonds, debentures or other debt obligations of the Company may be issued at a discount, premium or otherwise, or with special privileges as to redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting at general meetings of the Company, appointment of directors or otherwise and may, by their terms, be assignable free from any equities between the Company and the person to whom they were issued or any subsequent holder thereof, all as the directors may determine.

9. ALTERATIONS

9.1 Alteration of Authorized Share Structure. Subject to Article 9.2 and the Business Corporations Act , the Company may:

(1) by directors' resolution or by ordinary resolution, in each case as determined by the directors:
(a) create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares;
(b) increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established;
(c) subdivide or consolidate all or any of its unissued, or fully paid issued, shares;
(d) if the Company is authorized to issue shares of a class of shares with par value:

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- (i) decrease the par value of those shares; or
- (ii) if none of the shares of that class of shares are allotted or issued, increase the par value of those shares;
(e) change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value; or
(f) alter the identifying name of any of its shares; and
(2) by ordinary resolution otherwise alter its shares or authorized share structure;

and, if applicable, alter its Notice of Articles and, if applicable, alter its Articles, accordingly.

9.2 Special Rights or Restrictions. Subject to the Business Corporations Act , the Company may:
(1) by directors' resolution or by ordinary resolution, in each case as determined by the directors:
(a) create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, if none of those shares have been issued; or
(b) vary or delete any special rights or restrictions attached to the shares of any class or series of shares, if none of those shares have been issued; and
(2) by special resolution of the shareholders of the class or series affected, do any of the acts in section (1) above, if any of the shares of the class or series of shares have been issued;

and alter its Notice of Articles and Articles accordingly.

9.3 Change of Name. The Company may by directors' resolution or by ordinary resolution, in each case as determined by the directors, authorize an alteration to its Notice of Articles in order to change its name and may, by directors' resolution or ordinary resolution, in each case as determined by the directors, adopt or change any translation of that name.

9.4 Other Alterations. The Company, save as otherwise provided by these Articles and subject to the Business Corporations Act , may:

(1) by directors' resolution or by ordinary resolution, in each case as determined by the directors, authorize alterations to the Articles that are procedural or administrative in nature or are matters that pursuant to these Articles are solely within the directors' powers, control or authority; and
(2) if the Business Corporations Act does not specify the type of resolution and these Articles do not specify another type of resolution, by ordinary resolution alter these Articles.

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10. MEETINGS OF SHAREHOLDERS

10.1 Annual General Meetings. Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act , the Company will hold its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and after that will hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by the directors.

10.2 Resolution Instead of Annual General Meeting. If all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders will, in any unanimous resolution passed under this Article 10.2, select as the Company's annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.

10.3 Calling of Meetings of Shareholders. The directors may, at any time, call a meeting of shareholders to be held at such time and place as may be determined by the directors.

10.4 Location of Meetings of Shareholders. A meeting of the Company may be held:
(1) in the Province of British Columbia; or
(2) at another location outside British Columbia if that location is:
(a) approved by resolution of the directors before the meeting is held; or
(b) approved in writing by the Registrar of Companies before the meeting is held.

10.5 Notice for Meetings of Shareholders. Subject to Article 10.2, the Company will send notice of the date, time and location of any meeting of shareholders (including, without limitation, any notice specifying the intention to propose a resolution as an exceptional resolution, a special resolution or a special separate resolution, and any notice to consider approving an amalgamation into a foreign jurisdiction, an arrangement or the adoption of an amalgamation agreement, and any notice of a general meeting, class meeting or series meeting), in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by directors' resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting:

(1) if and for so long as the Company is a public company, 21 days;
(2) otherwise, 10 days.

10.6 Notice of Resolution to which Shareholders May Dissent. The Company will send to each of its shareholders, whether or not their shares carry the right to vote, a notice of any meeting of shareholders at which a resolution entitling shareholders to dissent is to be considered specifying the date of the meeting and containing a statement advising of the right to send a notice of dissent together with a copy of the proposed resolution at least the following number of days before the meeting:

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(1) if and for so long as the Company is a public company, 21 days;
(2) otherwise, 10 days.

10.7 Record Date for Notice. The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The record date will not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act , by more than four months. The record date will not precede the date on which the meeting is held by fewer than:

(1) if and for so long as the Company is a public company, 21 days;
(2) otherwise, 10 days.

If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.8 Record Date for Voting. The directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date will not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act , by more than four months. If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.9 Failure to Give Notice and Waiver of Notice. The accidental omission to send notice of any meeting of shareholders to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive that entitlement or agree to reduce the period of that notice. Attendance of a person at a meeting of shareholders is a waiver of entitlement to notice of the meeting unless that person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

10.10 Notice of Special Business at Meetings of Shareholders. If a meeting of shareholders is to consider special business within the meaning of Article 11.1, the notice of meeting or a circular prepared in connection with the meeting will:

(1) state the general nature of the special business; and
(2) if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders:
(a) at the Company's records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and
(b) during statutory business hours on any one or more specified days before the day set for the holding of the meeting.

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11. PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

11.1 Special Business. At a meeting of shareholders, the following business is special business:
(1) at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting; and
(2) at an annual general meeting, all business is special business except for the following:
(a) business relating to the conduct of or voting at the meeting;
(b) consideration of any financial statements of the Company presented to the meeting;
(c) consideration of any reports of the directors or auditor;
(d) the setting or changing of the number of directors;
(e) the election or appointment of directors;
(f) the appointment of an auditor;
(g) the setting of the remuneration of an auditor;
(h) business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution; and
(i) any other business which, under these Articles or the Business Corporations Act , may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders.
11.2 Special Majority. The majority of votes required for the Company to pass a special resolution at a general meeting of shareholders is two-thirds of the votes cast on the resolution.

11.3 Quorum. Subject to the special rights or restrictions attached to the shares of any class or series of shares and to Article 11.4, the quorum for the transaction of business at a meeting of shareholders is one person who is, or who represents by proxy, one or more shareholders who, in the aggregate, hold at least one-twentieth of the issued shares entitled to be voted at the meeting.

11.4 One Shareholder May Constitute Quorum. If there is only one shareholder entitled to vote at a meeting of shareholders:

(1) the quorum is one person who is, or who represents by proxy, that shareholder; and
(2) that shareholder, present in person or by proxy, may constitute the meeting.

11.5 Persons Entitled to Attend Meeting. In addition to those persons who are entitled to vote at a meeting of shareholders, the only other persons entitled to be present at the meeting are the directors, the president, the secretary, the assistant secretary, any lawyer for the Company, the auditor of the Company, LC315702-1

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any persons invited to be present at the meeting by the directors or by the chairman of the meeting and any persons entitled or required under the Business Corporations Act or these Articles to be present at the meeting; but if any of those persons does attend the meeting, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitled to vote at the meeting.

11.6 Requirement of Quorum. No business, other than the election of a chairman of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting, but such quorum need not be present throughout the meeting.

11.7 Lack of Quorum. If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present:

(1) in the case of a general meeting requisitioned by shareholders, the meeting is dissolved; and
(2) in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place.

11.8 Lack of Quorum at Succeeding Meeting. If, at the meeting to which the meeting referred to in Article 11.7(2) was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting, the person or persons present and being, or representing by proxy, one or more shareholders entitled to attend and vote at the meeting will constitute a quorum.

11.9 Chairman. The following individual is entitled to preside as chairman at a meeting of shareholders:

(1) the chairman of the board, if any; or
(2) if the chairman of the board is absent or unwilling to act as chairman of the meeting, the president, if any.

11.10 Selection of Alternate Chairman. If, at any meeting of shareholders, there is no chairman of the board or president present within 15 minutes after the time set for holding the meeting, or if the chairman of the board and the president are unwilling to act as chairman of the meeting, or if the chairman of the board and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present will choose a director, officer or corporate counsel to be chairman of the meeting or if none of the aforesaid persons are present or if they decline to act as chairman, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting.

11.11 Adjournments. The chairman of a meeting of shareholders may, and if so directed by the meeting will, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

11.12 Notice of Adjourned Meeting. It is not necessary to give any notice of an adjourned meeting of shareholders or of the business to be transacted at an adjourned meeting of shareholders except that, when

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a meeting is adjourned for 30 days or more, notice of the adjourned meeting will be given as in the case of the original meeting.

11.13 Decisions by Show of Hands or Poll. Subject to the Business Corporations Act , every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a poll, before or on the declaration of the result of the vote by show of hands, is directed by the chairman or demanded by any shareholder entitled to vote who is present in person or by proxy.

11.14 Declaration of Result. The chairman of a meeting of shareholders will declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision will be entered in the minutes of the meeting. A declaration of the chairman that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chairman or demanded under Article 11.13, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.

11.15 Motion Need Not be Seconded. No motion proposed at a meeting of shareholders need be seconded unless the chairman of the meeting rules otherwise, and the chairman of any meeting of shareholders is entitled to propose or second a motion.

11.16 Casting Vote. In the case of an equality of votes, the chairman of a meeting of shareholders does not, either on a show of hands or on a poll, have a second or casting vote in addition to the vote or votes to which the chairman may be entitled as a shareholder.

11.17 Manner of Taking Poll. Subject to Article 11.18, if a poll is duly demanded at a meeting of shareholders:

(1) the poll will be taken:
(a) at the meeting, or within seven days after the date of the meeting, as the chairman of the meeting directs; and
(b) in the manner, at the time and at the place that the chairman of the meeting directs;
(2) the result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and
(3) the demand for the poll may be withdrawn by the person who demanded it.

11.18 Demand for Poll on Adjournment. A poll demanded at a meeting of shareholders on a question of adjournment will be taken immediately at the meeting.

11.19 Chairman Will Resolve Dispute. In the case of any dispute as to the admission or rejection of a vote given on a poll, the chairman of the meeting will determine the dispute, and his determination made in good faith is final and conclusive.

11.20 Casting of Votes. On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.

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11.21 No Demand for Poll on Election of Chairman. No poll may be demanded in respect of the vote by which a chairman of a meeting of shareholders is elected.

11.22 Demand for Poll Not to Prevent Continuance of Meeting. The demand for a poll at a meeting of shareholders does not, unless the chairman of the meeting so rules, prevent the continuation of the meeting for the transaction of any business other than the question on which a poll has been demanded.

11.23 Retention of Ballots and Proxies. The Company will, for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting, and, during that period, make them available for inspection during normal business hours by any shareholder or proxy holder entitled to vote at the meeting. At the end of such three month period, the Company may destroy such ballots and proxies.

12. VOTES OF SHAREHOLDERS

12.1 Number of Votes by Shareholder or by Shares. Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under Article 12.3:

(1) on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and
(2) on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy.

12.2 Votes of Persons in Representative Capacity. A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting, if, before doing so, the person satisfies the chairman of the meeting, or the directors, that the person is a legal personal representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting.

12.3 Votes by Joint Shareholders. If there are joint shareholders registered in respect of any share:
(1) any one of the joint shareholders may vote at any meeting of shareholders, personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or
(2) if more than one of the joint shareholders is present at any meeting of shareholders, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted.

12.4 Legal Personal Representatives as Joint Shareholders. Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of Article 12.3, deemed to be joint shareholders registered in respect of that share.

12.5 Representative of a Corporate Shareholder. If a corporation that is not a subsidiary of the Company is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and:

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(1) for that purpose, the instrument appointing a representative will be received:
(a) at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice for the receipt of proxies, or if no number of days is specified, two business days before the day set for the holding of the meeting or any adjourned meeting; or
(b) at the meeting or any adjourned meeting, by the chairman of the meeting or adjourned meeting or by a person designated by the chairman of the meeting or adjourned meeting;
(2) if a representative is appointed under this Article 12.5:
(a) the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and
(b) the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.

Evidence of the appointment of any such representative may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages. Notwithstanding the foregoing, a corporation that is a shareholder may appoint a proxy holder.

12.6 When Proxy Holder Need Not Be Shareholder. A person will not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if:

(1) the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.5;
(2) the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting;
(3) the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting; or
(4) the Company is a public company or is a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of these Articles or to which the Statutory Reporting Company Provisions apply.

12.7 When Proxy Provisions Do Not Apply to the Company. If and for so long as the Company is a public company or is a pre-existing reporting company which has the Statutory Reporting Company

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Provisions as part of these Articles or to which the Statutory Reporting Company Provisions apply, Articles 12.8 to 12.16 apply only insofar as they are not inconsistent with any Canadian securities legislation applicable to the Company, any U.S. securities legislation applicable to the Company or any rules of an exchange on which securities of the Company are listed.

12.8 Appointment of Proxy Holders. Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders may, by proxy, appoint one or more proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.

12.9 Alternate Proxy Holders. A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.

12.10 Deposit of Proxy. A proxy for a meeting of shareholders will:

(1) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice, or if no number of days is specified, two business days before the day set for the holding of the meeting or any adjourned meeting; or
(2) unless the notice provides otherwise, be received, at the meeting or any adjourned meeting, by the chairman of the meeting or adjourned meeting or by a person designated by the chairman of the meeting or adjourned meeting.

A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.11 Validity of Proxy Vote. A vote given in accordance with the terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received:

(1) at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting or any adjourned meeting at which the proxy is to be used; or
(2) at the meeting or any adjourned meeting, by the chairman of the meeting or adjourned meeting, before any vote, in respect of which the proxy has been given, has been taken.

12.12 Form of Proxy. A proxy, whether for a specified meeting or otherwise, will be either in the following form or in any other form approved by the directors or the chairman of the meeting:

[name of company] (the "Company")

The undersigned, being a shareholder of the Company, hereby appoints [name] or, failing that person, [name] , as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on

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[month, day, year] and at any adjournment of that meeting.

Number of shares in respect of which this proxy is given (if no number is specified, then this proxy is given in respect of all shares registered in the name of the undersigned):

Signed [month, day, year]

[Signature of shareholder]

[Name of shareholder—printed]

12.13 Revocation of Proxy. Subject to Article 12.14, every proxy may be revoked by an instrument in writing that is received:

(1) at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting or any adjourned meeting at which the proxy is to be used; or
(2) at the meeting or any adjourned meeting, by the chairman of the meeting or adjourned meeting, before any vote in respect of which the proxy has been given has been taken.

12.14 Revocation of Proxy Will be Signed. An instrument referred to in Article 12.13 will be signed as follows:

(1) if the shareholder for whom the proxy holder is appointed is an individual, the instrument will be signed by the shareholder or his legal personal representative or trustee in bankruptcy; or
(2) if the shareholder for whom the proxy holder is appointed is a corporation, the instrument will be signed by the corporation or by a representative appointed for the corporation under Article 12.5.

12.15 Chairman May Determine Validity of Proxy. The chairman of any meeting of shareholders may determine whether or not a proxy deposited for use at the meeting, which may not strictly comply with the requirements of this Part 12 as to form, execution, accompanying documentation, time of filing or otherwise, will be valid for use at such meeting and any such determination made in good faith will be final, conclusive and binding upon such meeting.

12.16 Production of Evidence of Authority to Vote. The chairman of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.

13. DIRECTORS

13.1 First Directors; Number of Directors. The first directors are the persons designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Business Corporations Act . The number of directors, excluding additional directors appointed under Article 14.8, is set at:

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(1) subject to Article 13.1(2) and (3) below, the number of directors that is equal to the number of the Company's first directors;
(2) if the Company is a public company, the greater of three and the most recently set of:
(a) the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and
(b) the number of directors set under Article 14.4; or
(3) if the Company is not a public company, the most recently set of:
(a) the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and
(b) the number of directors set under Article 14.4.
13.2 Change in Number of Directors. If the number of directors is set under Articles 13.1(2)(a) or 13.1(3)(a):
(1) the shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to that number; and
(2) if the shareholders do not elect or appoint the directors needed to fill any vacancies in the board of directors up to that number contemporaneously with the setting of that number, then the directors, subject to Article 14.8, may appoint, or the shareholders may elect or appoint, directors to fill those vacancies.

13.3 Directors' Acts Valid Despite Vacancy. An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office.

13.4 Qualifications of Directors. A director is not required to hold a share of the Company as qualification for his office but will be qualified as required by the Business Corporations Act to become, act or continue to act as a director.

13.5 Remuneration of Directors. The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.

13.6 Reimbursement of Expenses of Directors. The Company will reimburse each director for the reasonable expenses that he may incur in and about the business of the Company.

13.7 Special Remuneration for Directors. If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, or if any

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director is otherwise specially occupied in or about the Company's business, he may be paid remuneration fixed by the directors, or, at the option of that director, fixed by ordinary resolution, and such remuneration may be either in addition to, or in substitution for, any other remuneration that he may be entitled to receive.

13.8 Gratuity, Pension or Allowance on Retirement of Director. Unless otherwise determined by ordinary resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to his spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

14. ELECTION AND REMOVAL OF DIRECTORS

14.1 Election at Annual General Meeting. At every annual general meeting and in every unanimous resolution contemplated by Article 10.2:

(1) the shareholders entitled to vote at the annual general meeting for the election of directors will elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors for the time being set under these Articles; and
(2) all the directors cease to hold office immediately before the election or appointment of directors under section (1), but are eligible for re-election or re-appointment.

14.2 Consent to be a Director. No election, appointment or designation of an individual as a director is valid unless:

(1) that individual consents to be a director in the manner provided for in the Business Corporations Act ;
(2) that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director; or
(3) with respect to first directors, the designation is otherwise valid under the Business Corporations Act .
14.3 Failure to Elect or Appoint Director. If:
(1) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act ; or
(2) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors;

then each director then in office continues to hold office until the earlier of:

(3) when his successor is elected or appointed; and

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(4) when he otherwise ceases to hold office under the Business Corporations Act or these Articles.

14.4 Places of Retiring Directors Not Filled. If, at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not re-elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles until further new directors are elected at a meeting of shareholders convened for that purpose. If any such election or continuance of directors does not result in the election or continuance of the number of directors for the time being set pursuant to these Articles, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office.

14.5 Directors May Fill Casual Vacancies. Any casual vacancy occurring in the board of directors may be filled by the directors.

14.6 Remaining Directors' Power to Act. The directors may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the directors may only act for the purpose of appointing directors up to that number or of calling a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject to the Business Corporations Act , for any other purpose.

14.7 Shareholders May Fill Vacancies. If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the shareholders may elect or appoint directors to fill any vacancies on the board of directors.

14.8 Additional Directors. Notwithstanding Articles 13.1 and 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 will not at any time exceed:

(1) one-third of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or
(2) in any other case, one-third of the number of the current directors who were elected or appointed as directors other than under this Article 14.8.

Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Article 14.1(1), but is eligible for re-election or re-appointment.

14.9 Ceasing to be a Director. A director ceases to be a director when:

(1) the term of office of the director expires;
(2) the director dies;
(3) the director resigns as a director by notice in writing provided to the Company or a lawyer for the Company; or

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(4) the director is removed from office pursuant to Articles 14.10 or 14.11.

14.10 Removal of Director by Shareholders. The Company may remove any director before the expiration of his term of office by special resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy.

14.11 Removal of Director by Directors. The directors may remove any director before the expiration of his term of office if the director is convicted of an indictable offence, or if the director ceases to be qualified to act as a director of a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy.

15. ALTERNATE DIRECTORS

15.1 Appointment of Alternate Director. Any director (an "appointor") may by notice in writing received by the Company appoint any person (an "appointee") who is qualified to act as a director to be his alternate to act in his place at meetings of the directors or committees of the directors at which the appointor is not present unless (in the case of an appointee who is not a director) the directors have reasonably disapproved the appointment of such person as an alternate director and have given notice to that effect to his appointor within a reasonable time after the notice of appointment is received by the Company.

15.2 Notice of Meetings. Every alternate director so appointed is entitled to notice of meetings of the directors and of committees of the directors of which his appointor is a member and to attend and vote as a director at any such meetings at which his appointor is not present.

15.3 Alternate for More Than One Director Attending Meetings. A person may be appointed as an alternate director by more than one director, and an alternate director:

(1) will be counted in determining the quorum for a meeting of directors once for each of his appointors and, in the case of an appointee who is also a director, once more in that capacity;
(2) has a separate vote at a meeting of directors for each of his appointors and, in the case of an appointee who is also a director, an additional vote in that capacity;
(3) will be counted in determining the quorum for a meeting of a committee of directors once for each of his appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, once more in that capacity; and
(4) has a separate vote at a meeting of a committee of directors for each of his appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, an additional vote in that capacity.

15.4 Consent Resolutions. Every alternate director, if authorized by the notice appointing him, may sign in place of his appointor any resolutions to be consented to in writing.

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15.5 Alternate Director Not an Agent. Every alternate director is deemed not to be the agent of his appointor.

15.6 Revocation of Appointment of Alternate Director. An appointor may at any time, by notice in writing received by the Company, revoke the appointment of an alternate director appointed by him.

15.7 Ceasing to be an Alternate Director. The appointment of an alternate director ceases when:
(1) his appointor ceases to be a director and is not promptly re-elected or re-appointed;
(2) the alternate director dies;
(3) the alternate director resigns as an alternate director by notice in writing provided to the Company or a lawyer for the Company;
(4) the alternate director ceases to be qualified to act as a director; or
(5) his appointor revokes the appointment of the alternate director.

15.8 Remuneration and Expenses of Alternate Director. The Company may reimburse an alternate director for the reasonable expenses that would be properly reimbursed if he were a director, and the alternate director is entitled to receive from the Company such proportion, if any, of the remuneration otherwise payable to the appointor as the appointor may from time to time direct.

16. POWERS AND DUTIES OF DIRECTORS

16.1 Powers of Management. The directors will, subject to the Business Corporations Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by the Business Corporations Act or by these Articles, required to be exercised by the shareholders of the Company.

16.2 Appointment of Attorney of Company. The directors may from time to time, by power of attorney or other instrument, under seal if so required by law, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to change the membership of, or fill vacancies in, any committee of the directors, to appoint or remove officers appointed by the directors and to declare dividends) and for such period, and with such remuneration and subject to such conditions as the directors may think fit. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him.

17. INTERESTS OF DIRECTORS AND OFFICERS

17.1 Obligation to Account for Profits. A director or senior officer who holds a disclosable interest (as that term is used in the Business Corporations Act ) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the LC315702-1

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director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Business Corporations Act .

17.2 Restrictions on Voting by Reason of Interest. A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors' resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.

17.3 Interested Director Counted in Quorum. A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.

17.4 Disclosure of Conflict of Interest or Property. A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual's duty or interest as a director or senior officer, will disclose the nature and extent of the conflict as required by the Business Corporations Act .

17.5 Director Holding Other Office in the Company. A director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in addition to his office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.

17.6 No Disqualification. No director or intended director is disqualified by his office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.

17.7 Professional Services by Director or Officer. Subject to the Business Corporations Act , a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such person is entitled to remuneration for professional services as if that director or officer were not a director or officer.

17.8 Director or Officer in Other Corporations. A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company may be interested as a shareholder or otherwise, and, subject to the Business Corporations Act , the director or officer is not accountable to the Company for any remuneration or other benefits received by him as director, officer or employee of, or from his interest in, such other person.

18. PROCEEDINGS OF DIRECTORS

18.1 Meetings of Directors. The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine.

18.2 Voting at Meetings. Questions arising at any meeting of directors are to be decided by a majority

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of votes and, in the case of an equality of votes, the chairman of the meeting does not have a second or casting vote.

18.3 Chairman of Meetings. The following individual is entitled to preside as chairman at a meeting of directors:

(1) the chairman of the board, if any;
(2) in the absence of the chairman of the board or if designated by the chairman, the president, if a director; or
(3) any other director chosen by the directors if:
(a) neither the chairman of the board nor the president is present at the meeting within 15 minutes after the time set for holding the meeting;
(b) neither the chairman of the board nor the president is willing to chair the meeting; or
(c) the chairman of the board and the president have advised the secretary, if any, or any other director, that they will not be present at the meeting.

18.4 Meetings by Telephone or Other Communications Medium. A director may participate in a meeting of the directors or of any committee of the directors:

(1) in person;
(2) by telephone; or
(3) with the consent of all directors who wish to participate in the meeting, by other communications medium;

if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other. A director who participates in a meeting in a manner contemplated by this Article 18.4 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner.

18.5 Calling of Meetings. A director may, and the secretary or an assistant secretary of the Company, if any, on the request of a director will, call a meeting of the directors at any time.

18.6 Notice of Meetings. Other than for meetings held at regular intervals as determined by the directors pursuant to Article 18.1 or as provided in Article 18.7, reasonable notice of each meeting of the directors, specifying the place, day and time of that meeting will be given to each of the directors and the alternate directors by any method set out in Article 24.1 or orally or by telephone.

18.7 When Notice Not Required. It is not necessary to give notice of a meeting of the directors to a director or an alternate director if:

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was elected or appointed, or is the meeting of the directors at which that director is appointed; or

(2) the director or alternate director, as the case may be, has waived notice of the meeting.

18.8 Meeting Valid Despite Failure to Give Notice. The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any director or alternate director, does not invalidate any proceedings at that meeting.

18.9 Waiver of Notice of Meetings. Any director or alternate director may send to the Company a document signed by him waiving notice of any past, present or future meeting or meetings of the directors and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the directors need be given to that director or, unless the director otherwise requires by notice in writing to the Company, to his alternate director, and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director or alternate director. Attendance of a director or alternate director at a meeting of directors is a waiver of notice of the meeting unless that director or alternate director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

18.10 Quorum. The quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is deemed to be set at a majority of directors or, if the number of directors is set at one, is deemed to be set at one director, and that director may constitute a meeting.

18.11 Validity of Acts Where Appointment Defective. Subject to the Business Corporations Act , an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer.

18.12 Consent Resolutions in Writing. A resolution of the directors or of any committee of the directors may be passed without a meeting:

(1) in all cases, if each of the directors entitled to vote on the resolution consents to it in writing; or
(2) in the case of a resolution to approve a contract or transaction in respect of which a director has disclosed that he has or may have a disclosable interest, if each of the other directors who have not made such a disclosure consents in writing to the resolution.

A consent in writing under this Article 18.12 may be by any written instrument, fax, email or any other method of transmitting legibly recorded messages in which the consent of the director is evidenced. A consent in writing may be in two or more counterparts which together are deemed to constitute one consent in writing. A resolution of the directors or of any committee of the directors passed in accordance with this Article 18.12 is effective on the date stated in the consent in writing or on the latest date stated on any counterpart and is deemed to be a proceeding at a meeting of the directors or of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Business Corporations Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors.

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19. EXECUTIVE AND OTHER COMMITTEES

19.1 Appointment and Powers of Executive Committee. The directors may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate, and, during the intervals between meetings of the board of directors, all of the directors' powers are delegated to the executive committee, except:

(1) the power to fill vacancies in the board of directors;
(2) the power to remove a director;
(3) the power to change the membership of, or fill vacancies in, any committee of the directors; and
(4) such other powers, if any, as may be set out in the resolution or any subsequent directors' resolution.
19.2 Appointment and Powers of Other Committees. The directors may, by resolution:
(1) appoint one or more committees (other than the executive committee) consisting of the director or directors that they consider appropriate;
(2) delegate to a committee appointed under section (1) any of the directors' powers, except:
(a) the power to fill vacancies in the board of directors;
(b) the power to remove a director;
(c) the power to change the membership of, or fill vacancies in, any committee of the directors; and
(d) the power to appoint or remove officers appointed by the directors; and
(3) make any delegation referred to in section (2) subject to the conditions set out in the resolution or any subsequent directors' resolution.
19.3 Obligations of Committees. Any committee appointed under Articles 19.1 or 19.2, in the exercise of the powers delegated to it, will:
(1) conform to any rules that may from time to time be imposed on it by the directors; and
(2) report every act or thing done in exercise of those powers at such times and in such manner and form as the directors may require.

19.4 Powers of Board. The directors may, at any time, with respect to a committee appointed under Articles 19.1 or 19.2:

(1) revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding;

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(2) terminate the appointment of, or change the membership of, the committee; and
(3) fill vacancies in the committee.

19.5 Committee Meetings. Subject to Article 19.3(1) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under Articles 19.1 or 19.2:

(1) the committee may meet and adjourn as it thinks proper;
(2) the committee may elect a chairman of its meetings but, if no chairman of a meeting is elected, or if at a meeting the chairman of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting;
(3) a majority of the members of the committee constitutes a quorum of the committee; and
(4) questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in the case of an equality of votes, the chairman of the meeting does not have a second or casting vote.

20. OFFICERS

20.1 Directors May Appoint Officers. The directors may, from time to time, appoint such officers, if any, as the directors determine and the directors may, at any time, terminate any such appointment.

20.2 Functions, Duties and Powers of Officers. The directors may, for each officer:
(1) determine the functions and duties of the officer;
(2) delegate to the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and
(3) revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer.

20.3 Qualifications. No officer may be appointed unless that officer is qualified in accordance with the Business Corporations Act . One person may hold more than one position as an officer of the Company. Any person appointed as the chairman of the board or as the managing director will be a director. Any other officer need not be a director.

20.4 Remuneration and Terms of Appointment. All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the directors think fit and are subject to termination at the pleasure of the directors, and an officer may in addition to such remuneration be entitled to receive, after he ceases to hold such office or leaves the employment of the Company, a pension or gratuity.

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21. INDEMNIFICATION

21.1 Definitions. In this Article 21:
(1) "eligible penalty" means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;
(2) "eligible proceeding" means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director, former director or alternate director of the Company (an "eligible party") or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director or alternate director of the Company:
(a) is or may be joined as a party; or
(b) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding; and
(3) "expenses" has the meaning ascribed thereto in the Business Corporations Act .

21.2 Mandatory Indemnification of Eligible Parties. The directors will cause the Company to indemnify its directors and officers, former directors and officers and alternate directors, and their respective heirs and personal or other legal representatives to the greatest extent permitted by the Business Corporations Act . Without limiting the generality of the foregoing and subject to the Business Corporations Act , the Company will indemnify a director, former director or alternate director of the Company and his heirs and legal or personal representatives against all eligible penalties to which such person is or may be liable, and the Company will, as and when payable, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and alternate director is deemed to have contracted with the Company on the terms of the indemnity contained in this Article 21.2.

21.3 Permitted Indemnification. Subject to any restrictions in the Business Corporations Act and these Articles, the Company may indemnify any person.

21.4 Non-Compliance with Business Corporations Act . The failure of a director, alternate director or officer of the Company to comply with the Business Corporations Act or these Articles or, if applicable, any former Companies Act or former Articles, does not invalidate any indemnity to which he is entitled under this Part 21.

21.5 Company May Purchase Insurance. The Company may purchase and maintain insurance for the benefit of any person (or his heirs or legal personal representatives) who:

(1) is or was a director, alternate director, officer, employee or agent of the Company;
(2) is or was a director, alternate director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company;
(3) at the request of the Company, is or was a director, alternate director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity; or

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(4) at the request of the Company, holds or held a position equivalent to that of a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity;

against any liability incurred by him as such director, alternate director, officer, employee or agent or person who holds or held such equivalent position.

22. DIVIDENDS

22.1 Payment of Dividends Subject to Special Rights. The provisions of this Part 22 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends.

22.2 Declaration of Dividends. Subject to the Business Corporations Act, the directors may from time to time declare and authorize payment of such dividends as they may deem appropriate.

22.3 No Notice Required. The directors need not give notice to any shareholder of any declaration under Article 22.2.

22.4 Record Date. The directors may set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date will not precede the date on which the dividend is to be paid by more than two months. If no record date is set, the record date is 5 p.m. on the date on which the directors pass the resolution declaring the dividend.

22.5 Manner of Paying Dividend. A resolution declaring a dividend may direct payment of the dividend wholly or partly in money or by the distribution of specific assets or of fully paid shares or of bonds, debentures or other securities of the Company or any other corporation, or in any one or more of those ways.

22.6 Settlement of Difficulties. If any difficulty arises in regard to a distribution under Article 22.5, the directors may settle the difficulty as they deem advisable, and, in particular, may:

(1) set the value for distribution of specific assets;
(2) determine that money in substitution for all or any part of the specific assets to which any shareholders are entitled may be paid to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and
(3) vest any such specific assets in trustees for the persons entitled to the dividend.

22.7 When Dividend Payable. Any dividend may be made payable on such date as is fixed by the directors.

22.8 Dividends to be Paid in Accordance with Number of Shares. All dividends on shares of any class or series of shares will be declared and paid according to the number of such shares held.

22.9 Receipt by Joint Shareholders. If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

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22.10 Dividend Bears No Interest. No dividend bears interest against the Company.

22.11 Fractional Dividends. If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.

22.12 Payment of Dividends. Any dividend or other distribution payable in money in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the registered address of the shareholder, or in the case of joint shareholders, to the registered address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.

22.13 Capitalization of Retained Earnings or Surplus. Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any retained earnings or surplus of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing the retained earnings or surplus so capitalized or any part thereof.

23. ACCOUNTING RECORDS AND AUDITOR

23.1 Recording of Financial Affairs. The directors will cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the Business Corporations Act .

23.2 Inspection of Accounting Records. Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the Company.

23.3 Remuneration of Auditors. The directors may set the remuneration of the auditor of the Company. If the directors so decide, the remuneration of the auditor will be determined by the shareholders.

24. NOTICES

24.1 Method of Giving Notice. Unless the Business Corporations Act or these Articles provide otherwise, a notice, statement, report or other record required or permitted by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods:

(1) mail addressed to the person at the applicable address for that person as follows:

(a) for a record mailed to a shareholder, the shareholder's registered address;
(b) for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class; or

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(c) in any other case, the mailing address of the intended recipient;
(2) delivery at the applicable address for that person as follows, addressed to the person:
(a) for a record delivered to a shareholder, the shareholder's registered address;
(b) for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class; or
(c) in any other case, the delivery address of the intended recipient;
(3) unless the intended recipient is the auditor of the Company, sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class;
(4) unless the intended recipient is the auditor of the Company, sending the record by email to the email address provided by the intended recipient for the sending of that record or records of that class; or
(5) physical delivery to the intended recipient.
24.2 Deemed Receipt. A notice, statement, report or other record that is:
(1) mailed to a person by ordinary mail to the applicable address for that person referred to in Article 24.1 is deemed to be received by the person to whom it was mailed on the day (Saturdays, Sundays and holidays excepted) following the date of mailing;
(2) faxed to a person to the fax number provided by that person referred to in Article 24.1 is deemed to be received by the person to whom it was faxed on the day it was faxed; and
(3) emailed to a person to the email address provided by that person referred to in Article 24.1 is deemed to be received by the person to whom it was emailed on the date it was emailed.

24.3 Certificate of Sending. A certificate signed by the secretary, if any, or other officer of the Company or of any other corporation acting in that capacity on behalf of the Company stating that a notice, statement, report or other record was sent in accordance with Article 24.1 is conclusive evidence of that fact.

24.4 Notice to Joint Shareholders. A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing such record to the joint shareholder first named in the central securities register in respect of the share.

24.5 Notice to Legal Personal Representatives and Trustees. A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by:

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(1) mailing the record, addressed to them:
(a) by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description; and
(b) at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or
(2) if an address referred to in paragraph (1)(b) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.

24.6 Undelivered Notices. If on two consecutive occasions, a notice, statement, report or other record is sent to a shareholder pursuant to Article 24.1 and on each of those occasions any such record is returned because the shareholder cannot be located, the Company will not be required to send any further records to the shareholder until the shareholder informs the Company in writing of his new address.

25. SEAL

25.1 Who May Attest Seal. Except as provided in Articles 25.2 and 25.3, the Company's seal, if any, will not be impressed on any record except when that impression is attested by the signatures of:

(1) any two directors;
(2) any officer, together with any director;
(3) if the Company has only one director, that director; or
(4) any one or more directors or officers or persons as may be determined by the directors.

25.2 Sealing Copies. For the purpose of certifying under seal a certificate of incumbency of the directors or officers of the Company or a true copy of any resolution or other document, despite Article 25.1, the impression of the seal may be attested by the signature of any director or officer or the signature of any other person as may be determined by the directors.

25.3 Mechanical Reproduction of Seal. The directors may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securities of the Company as they may determine appropriate from time to time. To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the Business Corporations Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and such persons as are authorized under Article 25.1 to attest the Company's seal may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use of such dies. Share certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under and to bear the LC315702-1

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seal impressed on them.

26. PROHIBITIONS

26.1 Definitions. In this Article 26:
(1) "designated security" means:
(a) a voting security of the Company;
(b) a security of the Company that is not a debt security and that carries a residual right to participate in the earnings of the Company or, on the liquidation or winding up of the Company, in its assets; or
(c) a security of the Company convertible, directly or indirectly, into a security described in paragraph (a) or (b);
(2) "security" has the meaning ascribed thereto in the Securities Act (British Columbia); and
(3) "voting security" means a security of the Company that:
(a) is not a debt security, and
(b) carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

26.2 Application. Article 26.3 does not apply to the Company if and for so long as it is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.

26.3 Consent Required for Transfer of Shares or Designated Securities. No share or designated security may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

Full nameand signature of incorporator	Date ofsigning

[●]

LC315702-1

SCHEDULE B

ARRANGEMENT RESOLUTION

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

(1) The arrangement (the " Arrangement ") under Part 9, Division 5 of the Business Corporations Act (British Columbia) (as the Arrangement may be, or may have been, modified or amended in accordance with its terms), as more particularly described and set forth in the management information circular of Cardero Resource Corp. (" Cardero ") dated [●], 2021, be and is hereby authorized, approved and adopted;
(2) The plan of arrangement implementing the Arrangement (the " Plan of Arrangement ") (as the Plan of Arrangement may be, or may have been, modified or amended in accordance with the terms of the Arrangement Agreement), the full text of which is set out as Schedule A to the arrangement agreement dated September 17, 2021 among World Copper Ltd., Cardero and 1302172 B.C. Ltd. (the " Arrangement Agreement ") and all transactions contemplated thereby, be and is hereby authorized, approved and adopted;
(3) The Arrangement Agreement, the actions of the directors of Cardero in approving the Arrangement Agreement and the actions of the directors and officers of Cardero in executing and delivering the Arrangement Agreement and any amendments thereto in accordance with its terms are hereby ratified and approved;
(4) Notwithstanding that this special resolution has been passed (and the Arrangement adopted) by the shareholders of Cardero or that the Arrangement has been approved by the Supreme Court of British Columbia, the directors of Cardero are hereby authorized and empowered (i) to amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement; and (ii) 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); and
(5) Any officer or director of Cardero is hereby authorized and directed for and on behalf of Cardero to execute or cause to be executed, under the seal of Cardero or otherwise, and to deliver or cause to be delivered, all such documents and instruments and to perform or cause to be performed all such other acts and things as in such person's opinion may be necessary or desirable to give full effect to the foregoing resolutions these resolutions, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, such authorization to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

LC317056-1

SCHEDULE C

CARDERO MATERIAL PROPERTIES

The Zonia copper oxide project is located in the Walnut Grove Mining District, Yavapai County, Arizona and consists of the following claims and property:

I. Unpatented Mining Claims

The following unpatented lode mining claims situated in the Walnut Grove Mining District, Yavapai County, Arizona, and the location notices of which are of record in the office of the Recorder of Yavapai County, Arizona and the Arizona State office of the Bureau of Land Management as follows:

BLM Serial Number	BLM Legacy Serial Number	Claim Name	Location Date	County Records Number	County Records Number	Recording Date
				Book	Page
AZ101425951	AMC75989	Mistake Fraction No.1	06/21/1972	761	114	07/13/1972
AZ101404197	AMC75990	Mistake Fraction No.2	06/20/1972	761	115	07/13/1972
AZ102522696	AMC75991	Mistake No. 1	06/20/1972	761	116	07/13/1972
AZ101400743	AMC75992	Mistake No. 2	06/20/1972	761	117	07/13/1972
AZ101403845	AMC75993	Mistake No. 3	06/20/1972	761	118	07/13/1972
AZ101423732	AMC75994	Mistake No. 4	06/20/1972	761	119	07/13/1972
AZ101406856	AMC75995	Mistake No. 5	06/20/1972	761	120	07/13/1972
AZ101426019	AMC75996	Mistake No. 6	06/21/1972	761	121	07/13/1972
AZ101422505	AMC75997	Mistake No. 7	06/21/1972	761	122	07/13/1972
AZ101318172	AMC75998	Mistake No. 8	06/21/1972	761	123	07/13/1972
AZ101515753	AMC75999	Mistake No. 9	06/21/1972	761	124	07/13/1972
AZ101408032	AMC76000	Mistake No. 10	06/21/1972	761	125	07/13/1972
AZ101424113	AMC76001	Mistake No. 11	06/21/1972	761	126	07/13/1972
AZ101426083	AMC76002	Mistake No. 12	06/21/1972	761	127	07/13/1972
AZ101421643	AMC76003	Mistake No. 13	06/21/1972	761	128	07/13/1972
AZ101424606	AMC76004	Mistake No. 14	06/21/1972	761	129	07/13/1972
AZ101511834	AMC76005	Mistake No. 15	06/21/1972	761	130	07/13/1972
AZ101423454	AMC76006	Mistake No. 16	06/21/1972	761	131	07/13/1972
AZ102524145	AMC76007	Mistake No. 17	06/21/1972	761	132	07/13/1972
AZ101317931	AMC76008	Mistake No. 18	06/21/1972	761	133	07/13/1972
AZ101407683	AMC76009	The Last Mistake	06/21/1972	761	134	07/13/1972
AZ101404230	AMC75979	Lois No. 1	09/01/1967	464	551	10/13/1967
AZ101511894	AMC75980	Lois No. 2	09/01/1967	464	552	10/13/1967
AZ101423874	AMC75981	Lois No. 3	09/01/1967	464	553	10/13/1967
AZ101318143	AMC75982	Lois No. 4	09/01/1967	464	554	10/13/1967

LC317056-1

C - 2

BLM Serial Number	BLM Legacy Serial Number	Claim Name	Location Date	County Records Number	County Records Number	Recording Date
				Book	Page
AZ101315520	AMC75983	Lois No. 5	09/01/1967	464	555	10/13/1967
AZ101316633	AMC75984	Lois No. 6	09/01/1967	464	556	10/13/1967
AZ101311946	AMC75985	Lois No. 17	09/01/1967	464	557	10/13/1967
AZ101319053	AMC75986	Lois No. 18	09/01/1967	464	558	10/13/1967
AZ101400739	AMC75987	Lois No. 19	09/01/1967	464	559	10/13/1967
AZ101400642	AMC75988	Lois No. 20	09/01/1967	464	560	10/13/1967
AZ101320228	AMC124258	Zonia No. 2	01/30/1981	1358	591- 592	02/10/1981
AZ101426013	AMC124259	Zonia No. 5	01/30/1981	1358	593- 594	02/10/1981
AZ101402024	AMC124260	Zonia No. 6	01/30/1981	1358	595- 596	02/10/1981
AZ101424228	AMC124261	Zonia No. 7	01/30/1981	1358	597- 598	02/10/1981
AZ101314223	AMC124262	Zonia No. 8	01/30/1981	1358	599- 600	02/10/1981
AZ101420650	AMC124263	Zonia No. 9	01/30/1981	1358	601- 602	02/10/1981
AZ101319312	AMC124264	Zonia No. 10	01/30/1981	1358	603- 604	02/10/1981
AZ101404050	AMC124265	Zonia No. 11	01/30/1981	1358	605- 606	02/10/1981
AZ101425830	AMC124266	Zonia No. 14	01/30/1981	1358	607- 608	02/10/1981
AZ101514340	AMC124267	Zonia No. 15	01/30/1981	1358	609- 610	02/10/1981
AZ102521620	AMC124268	Zonia No. 16	01/30/1981	1358	611- 612	02/10/1981
AZ101403446	AMC124269	Zonia No. 17	01/30/1981	1358	613- 614	02/10/1981
AZ101340049	AMC124270	Zonia No. 18	01/30/1981	1358	615- 616	02/10/1981
AZ101310739	AMC124271	Zonia No. 19	01/30/1981	1358	617- 618	02/10/1981
AZ101406841	AMC124272	Zonia No. 20	01/30/1981	1358	619- 620	02/10/1981
AZ101339251	AMC124273	Zonia No. 21	01/30/1981	1358	621- 622	02/10/1981
AZ102522714	AMC124274	Zonia No. 22	01/30/1981	1358	623- 624	02/10/1981
AZ101421291	AMC124275	Zonia No. 23	01/30/1981	1358	625- 626	02/10/1981
AZ101318125	AMC124276	Zonia No. 24	01/30/1981	1358	627- 628	02/10/1981

LC317056-1

C - 3

BLM Serial Number	BLM Legacy Serial Number	Claim Name	Location Date	County Records Number	County Records Number	Recording Date
				Book	Page
AZ101888621	AMC402403	Copper King No. 1	09/01/2010	4765	431	09/20/2010
AZ101888622	AMC402404	Copper King No. 2	09/01/2010	4765	433	09/20/2010
AZ101888623	AMC402405	Copper King No. 3	09/01/2010	4765	432	09/20/2010
AZ101403805	AMC124282	Copper King No. 4	01/30/1981	1358	639- 640	02/10/1981
AZ102524217	AMC124283	Scott No. 1	01/30/1981	1358	641- 642	02/10/1981
AZ101408340	AMC124284	Scott No. 2	01/30/1981	1358	643- 644	02/10/1981
AZ101423319	AMC124285	Copper Bar No. 2	01/30/1981	1358	645- 646	02/10/1981
AZ101573494	AMC353382	Triad No. 1	02/16/2000	3739	235	03/15/2000
AZ101573495	AMC353383	Triad No. 2	02/16/2000	3739	234	03/15/2000
AZ101573496	AMC353384	Triad No. 3	02/16/2000	3739	233	03/15/2000
AZ101402805	AMC76047	Copper Crown No.1	09/19/1938	147	155	10/15/1938
AZ101422085	AMC76048	Copper Crown No.2	09/19/1938	147	156	10/15/1938
AZ101425021	AMC76049	Copper Crown No. 3	09/19/1938	147	157	10/15/1938
AZ101408842	AMC76050	Copper Crown No.4	07/02/1942	151	331	10/15/1938
AZ101426575	AMC76051	Copper Crown No. 5	07/02/1942	151	332	10/15/1938
AZ101400674	AMC76052	Copper Crown No. 6	07/02/1942	151	333	07/23/1942
AZ101340024	AMC76053	Copper Crown No. 7	07/02/1942	151	334	07/23/1942
AZ101421920	AMC76054	Copper Crown No. 8	07/02/1942	151	335	07/23/1942
AZ101404083	AMC76046	Gold Crown	12/03/1951	159	400	01/21/1952
AZ101314517	AMC76055	Copper Crown No. 9	06/01/1955	55	111	07/23/1942
AZ101423310	AMC76056	Copper Crown No.10	07/14/1952	7	186	10/01/1952
AZ101511900	AMC76057	Copper Crown No.12	06/01/1955	55	112	07/26/1955
AZ102521454	AMC76058	Copper Crown 13	07/23/1969	560	929	08/05/1969
AZ101315440	AMC76059	Copper Crown No.14	11/04/1955	63	204	11/22/1955
AZ101421029	AMC76060	Copper Crown No.15	12/12/1955	64	179	12/12/1955

LC317056-1

C - 4

BLM Serial Number	BLM Legacy Serial Number	Claim Name	Location Date	County Records Number	County Records Number	Recording Date
				Book	Page
AZ101316860	AMC76061	Copper Crown No. 16	12/12/1955	64	180	12/12/1955
AZ101424223	AMC76062	Copper Crown No. 17	12/12/1955	64	181	12/12/1955
AZ102524156	AMC76063	Copper Crown No. 18	02/07/1956	68	385	02/09/1956
AZ101512881	AMC76064	Copper Crown No.19	02/07/1956	68	386	02/09/1956
AZ101407617	AMC76065	Copper Crown No.20	02/07/1956	68	387	02/09/1956
AZ101516943	AMC76066	Copper Crown No.21	02/07/1956	68	388	02/09/1956
AZ101404217	AMC76067	Copper Crown No.22	02/07/1956	68	389	02/09/1956
AZ101405333	AMC76068	Copper Crown No.23	02/07/1956	68	390	02/09/1956
AZ101426011	AMC76069	Copper Crown No.24	02/07/1956	68	391	02/09/1956
AZ101402497	AMC76070	Copper Crown No.25	02/07/1956	68	392	02/09/1956
AZ101406904	AMC76071	Copper Crown No.26	02/07/1956	68	393	02/09/1956
AZ101337890	AMC76072	Copper Crown No.27	08/11/1956	83	74	08/22/1956
AZ101402869	AMC76073	Copper Crown No.28	03/07/1956	73	402	04/20/1956
AZ101422976	AMC76074	Copper Crown No.29	03/07/1956	73	403	04/20/1956
AZ101424015	AMC76075	Copper Crown No. 30	03/07/1956	73	404	04/20/1956
AZ101422125	AMC76076	Copper Crown No. 31	03/07/1956	73	405	04/20/1956
AZ101421140	AMC76077	Copper Crown No. 32	08/11/1956	83	75	04/20/1956
AZ101424603	AMC76078	Copper Crown No. 33	09/01/1957	112	374	11/04/1957
AZ101511830	AMC76079	Copper Crown No. 34	09/01/1957	112	375	11/04/1957
AZ101424971	AMC76080	Copper Crown No. 35	09/01/1957	112	376	11/04/1957
AZ101420480	AMC76081	Copper Crown No. 36	07/20/1969	560	930	08/05/1969
AZ101425343	AMC76082	Copper Crown No. 37	07/20/1969	560	931	08/05/1969
AZ101339670	AMC76083	Copper Crown No. 38	07/21/1969	560	932	08/05/1969

LC317056-1

C - 5

BLM Serial Number	BLM Legacy Serial Number	Claim Name	Location Date	County Records Number	County Records Number	Recording Date
				Book	Page
AZ101311976	AMC76084	Copper Crown No. 39	07/21/1969	560	933	08/05/1969
AZ101510476	AMC76085	Copper Crown No. 40	07/20/1969	560	934	08/05/1969
AZ102524203	AMC76086	Copper Crown No. 41	07/21/1969	560	935	08/05/1969
AZ101318038	AMC76087	Copper Crown No.42	07/22/1969	560	936	08/05/1969
AZ101512815	AMC76088	Copper Crown No.43	07/22/1969	560	937	08/05/1969
AZ101404633	AMC76089	Copper Crown No.44	07/22/1969	560	938	08/05/1969
AZ1011513132	AMC76090	Copper Crown No.45	07/22/1969	560	939	08/05/1969
AZ101315515	AMC76091	Copper Crown No.46	07/22/1969	560	940	08/05/1969
AZ102521440	AMC76092	Copper Crown No.47	07/23/1969	560	941	08/05/1969
AZ101310466	AMC76093	Copper Crown No.48	07/23/1969	560	942	08/05/1969
AZ101408309	AMC76094	Copper Crown No.49	07/23/1969	560	943	08/05/1969
AZ101401461	AMC76095	Copper Crown No. 50	07/23/1969	560	944	08/05/1969
AZ101404855	AMC76096	Copper Crown No. 51	07/23/1969	560	945	08/05/1969
		Amended		706	403	12/03/1971
AZ101367271	AMC386616	Copper Crown # 52	09/01/2007	4551	245	10/31/2007
AZ101406810	AMC188442	Copper Crown No. 53	09/08/1982	1484	185	09/08/1982
AZ101576009	AMC354858	N-30	10/04/2000	3798	672	12/12/2000
AZ101576010	AMC354859	N-31	10/04/2000	3798	671	12/12/2000
AZ10157601 l	AMC354860	N-32	10/05/2000	3798	670	12/12/2000
AZ101576012	AMC354861	N-34	10/04/2000	3798	669	12/12/2000
AZ101576013	AMC354862	N-35	10/04/2000	3798	668	12/12/2000
AZ101576014	AMC354863	N-36	10/05/2000	3798	667	12/12/2000
AZ101576015	AMC354864	N-37	10/05/2000	3798	666	12/12/2000
AZ101576016	AMC354865	N-38	11/06/2000	3798	665	12/12/2000
AZ101576017	AMC354866	N-39	11/06/2000	3798	664	12/12/2000
AZ101576018	AMC354867	N-40	11/06/2000	3798	663	12/12/2000
AZ101410052	AMC399303	Redstone Fraction No.2	02/17/2010	4724	172	02/18/2010

LC317056-1

C - 6

BLM Serial Number	BLM Legacy Serial Number	Claim Name	Location Date	County Records Number	County Records Number	Recording Date
				Book	Page
AZ101410053	AMC399304	Redstone Fraction No. 3	02/17/2010	4724	173	02/18/2010
AZ101561075	AMC403038	Zonia Millsite No. 1	09/01/2010	4774	20	10/29/2010
AZ101561076	AMC403039	Zonia Millsite No. 7	09/01/2010	4774	21	10/29/2010
AZ101561077	AMC403040	Zonia Millsite No. 8	09/01/2010	4774	22	10/29/2010
AZ101561078	AMC403041	Zonia Millsite No. 9	09/01/2010	4774	23	10/29/2010
AZ101561079	AMC403042	Zonia Millsite No. 10	09/01/2010	4774	24	10/29/2010
AZ101561080	AMC403043	Zonia Millsite No. 11	09/01/2010	4774	25	10/29/2010
AZ101561081	AMC403044	Zonia Millsite No. 17	09/01/2010	4774	26	10/29/2010
AZ101561082	AMC403045	Zonia Millsite No. 18	09/01/2010	4774	27	10/29/2010
AZI 01561083	AMC403046	Zonia Millsite No. 19	09/01/2010	4774	28	10/29/2010
AZ101561084	AMC403047	Zonia Millsite No. 20	09/01/2010	4774	29	10/29/2010
AZ101561085	AMC403048	Zonia Millsite No. 33	09/01/2010	4774	30	10/29/2010
AZ101561086	AMC403049	Zonia Millsite No. 34	09/01/2010	4774	31	10/29/2010
AZ101561087	AMC403050	Zonia Millsite No. 35	09/01/2010	4774	32	10/29/2010
AZ101561088	AMC403051	Zonia Millsite No. 36	09/01/2010	4774	33	10/29/2010
AZ101561089	AMC403052	Zonia Millsite No. 40	09/01/2010	4774	34	10/29/2010
AZ101561090	AMC403053	Zonia Millsite No. 41	09/01/2010	4774	35	10/29/2010
AZ101561857	AMC403054	Zonia Millsite No. 42	09/01/2010	4774	36	10/29/2010
AZ101561858	AMC403055	Zonia Millsite No. 44	09/01/2010	4774	37	10/29/2010
AZ101561859	AMC403056	Zonia Millsite No. 45	09/01/2010	4774	38	10/29/2010
AZ101561860	AMC403057	Zonia Millsite No. 57	09/01/2010	4774	39	10/29/2010
AZ101677450	AMC405085	Redstone #1	11/19/2010	4795	339	02/11/2011
AZ101678412	AMC405086	Redstone #2	11/19/2010	4795	340	02/11/2011
AZ101678413	AMC405087	Redstone #3	11/19/2010	4795	341	02/11/2011

LC317056-1

C - 7

BLM Serial Number	BLM Legacy Serial Number	Claim Name	Location Date	County Records Number	County Records Number	Recording Date
				Book	Page
AZ101678414	AMC405088	Redstone #4	11/19/2010	4795	342	02/11/2011
AZ101678415	AMC405089	Redstone #5	11/19/2010	4795	343	02/11/2011
AZ101678416	AMC405090	Redstone #6	11/19/2010	4795	344	02/11/2011
AZ101678417	AMC405091	Redstone #7	11/19/2010	4795	345	02/11/2011
AZ101678418	AMC405092	Redstone #8	11/19/2010	4795	346	02/11/2011
AZ101678419	AMC405093	Redstone #9	11/19/2010	4795	347	02/11/2011
AZ101678420	AMC405094	Redstone #10	11/19/2010	4795	348	02/11/2011
AZ101678421	AMC405095	Redstone #11	11/19/2010	4795	349	02/11/2011
AZ101678422	AMC405096	Redstone #12	11/19/2010	4795	350	02/11/2011
AZ101678423	AMC405097	Redstone #13	11/19/2010	4795	351	02/11/2011
AZ101678424	AMC405098	Redstone #14	11/19/2010	4795	352	02/11/2011
AZ101678425	AMC405099	Redstone #15	12/02/2010	4795	353	02/11/2011
AZ101678426	AMC405100	Redstone #16	12/02/2010	4795	354	02/11/2011
AZ101678427	AMC405101	Redstone #17	12/02/2010	4795	355	02/11/2011
AZ101678428	AMC405102	Redstone #18	12/02/2010	4795	356	02/11/2011
AZ101678429	AMC405103	Redstone #19	12/02/2010	4795	357	02/11/2011
AZ101341430	AMC411000	Redstone #20	09/01/2011	4832	267	09/02/2011
AZ101341431	AMC411001	Redstone #21	09/01/2011	4832	270	09/02/2011
AZ101341432	AMC411002	Redstone #22	09/01/2011	4832	894	09/07/2011
AZ101342685	AMC411003	Redstone #23	09/01/2011	4832	893	09/07/2011
AZ101341428	AMC410998	Redstone Fraction #4	09/01/2011	4832	269	09/02/2011
AZ101341429	AMC410999	Redstone Fraction #5	09/01/2011	4832	268	09/02/2011

LC317056-1

C - 8

II. Patented Mining Claims

The following patented mining claims located in Sections 1, 5, 6 & 7 of Township 11 North, Range 3 West; Sections 1, 2, 10, 11, 12, 13, 14, 15 & 23 of Township 11 North, Range 4 West; Sections 31 & 32 of Township 12 North, Range 3 West; and Section 36 of Township 12 North, Range 4 West, G&SR Mer., Walnut Grove Mining District, Yavapai County, Arizona.

Totaling 1,277.07 acres m/l.

==> picture [196 x 9] intentionally omitted <==

That portion of the Iron Hat Lode Mining Claim in Walnut Grove Mining District, being shown on Mineral Survey No. 1323A on file in the Bureau of Land Management as granted by Patent recorded in Book 49 of Deeds, page 478, records of Yavapai County, Arizona, lying within Section 7, Township 11 North, Range 3 West of the G&SR Mer., Yavapai County, Arizona.

 Parcel II APN 205-24-006B

Polar Star, Tourmaline, Copper Glance, Sunset, Manilla, Copperopolis, Defiance and Fairplay Lode Mining Claims in Walnut Grove Mining District, being shown on Mineral Survey No. 1324 on file in the Bureau of Land Management, as granted by Patent recorded in Book 49 of Deeds, page 485, records of Yavapai County, Arizona;

EXCEPT all that portion within the boundaries of Quartette Lode Mining Claim, according to Mineral Survey No. 1321, all veins, lodes and ledges, throughout their entire depth, the tops or apexes of which may be inside of said excluded portion, as set forth in said Patent.

Sunflower, Lone Pine, Fraction and Iron Hat Lode Mining Claims in Walnut Grove Mining District, being shown on Mineral Survey No. 1323A on file in the Bureau of Land Management, as granted by Patent recorded in Book 49 of Deeds, page 478, records of Yavapai County, Arizona;

EXCEPT all that portion within the boundaries of Fountain Lode Mining Claim and Arrastra Lode Mining Claim, according to Mineral Survey Nos. 762 and 767, respectively, and all veins, lodes and ledges, throughout their entire depth, the tops of apexes of which may be inside of said excluded portion, as set forth in Patent.

EXCEPT any portion of the Iron Hat Lode Mining Claim lying within Section 7, Township 11 North, Range 3 West of the G&SR Mer., Yavapai County, Arizona.

Fountain Lode Mining Claim in Walnut Grove Mining District, being shown on Mineral Survey No. 762 on file in the Bureau of Land Management, as granted by Patent recorded in Book 27 of Deeds, page 633, records of Yavapai County, Arizona;

Arrastra Lode Mining Claim in Walnut Grove Mining District, being shown on Mineral Survey No. 767 on file in the Bureau of Land Management, as granted by Patent recorded in Book 27 of Deeds, page 636, records of Yavapai County, Arizona;

LC317056-1

C - 9

 Parcel III

APN 205-24-007

Quartette Lode Mining Claim in Walnut Grove Mining District, being shown on Mineral Survey No. 1321 on file in the Bureau of Land Management, as granted by Patent recorded in Book 77 of Deeds, Page 114, records of Yavapai County, Arizona.

 Parcel IV APN 204-24-008

Richmond and Virginia Lode Mining Claims in Walnut Grove Mining District being shown on Mineral Survey No. 3867 on file in the Bureau of Land Management, as granted by Patent recorded in Book 134 of Deeds, page 369, records of Yavapai County, Arizona.

 Parcel V

APN 205-24-009

Georgia, Georgia No. 2, Georgia No. 3, Yankee Girl, Sunrise, Sunrise No. 2, Sunrise No. 3, and Sunrise No. 4 Lode Mining Claims in Walnut Grove Mining District, being shown on Mineral Survey No. 3866 on file in the Bureau of Land Management, as granted by Patent recorded in Book 134 of Deeds, page 557, records of Yavapai County, Arizona.

 Parcel VI APN 205-24-030

Cuprite, Black Prince, Shamrock, Zonia, Fraction, Victor Copper, Victory Copper No. 1, One Lode Mining Claim, and Zonia Millsite Nos. 2 to 6, inclusive, 12 to 16, inclusive, 21 to 32, inclusive, 37 to 39, inclusive, 43, 46 to 56, inclusive, 59 to 61, inclusive, and 63 in Walnut Grove Mining District, being shown on Mineral Survey Nos. 4659 A and B amended on file in the Bureau of Land Management, as granted by Patent recorded in Book 1294 of Official Records, page 686, records of Yavapai County, Arizona; and

EXCEPT all that portion within the boundaries of Quartette Lode Mining Claim, according to Mineral Survey No. 1321; Copperopolis, Defiance and Fairplay Lode Mining Claims, according to Mineral Survey No. 1234; Contact No. 1, Navy No. 1, Navy No. 2 and Navy No. 3 Lode Mining Claims, according to Mineral Survey No. 1495; Sunrise No. 3 and Sunrise No. 4 Lode Mining Claims, according to Mineral Survey No. 3866; Zonia Millsite Nos. 70 to 73, inclusive, Lode Mining Claims in Walnut Grove Mining District, according to Mineral Survey No. 468l A and B; and the West half of Section 14, Township 11 North, Range 4 West of the G&SR Mer., Yavapai County, Arizona, as set forth in Patent.

Zonia No. 26 Lode Mining Claim and Zonia Millsite Nos. 70 to 73, inclusive, Lode Mining Claims in Walnut Grove Mining District, being shown on Mineral Survey Nos. 4681 A and B amended on file in the Bureau of Land Management, as granted by Patent recorded in Book 1294 of Official Records, page 686, records of Yavapai County, Arizona;

EXCEPT all that portion within the boundaries of Quartette Lode Mining Claim, according to Mineral Survey No. 1321; Copperopolis, Defiance and Fairplay Lode Mining Claims, according to Mineral Survey No. 1324; Contact No. 1, Navy No. 1, Navy No. 2, and Navy No. 3 Lode Mining Claims, according to Mineral Survey No. 1495; Sunrise No. 3 and Sunrise No. 4 Lode Mining Claims, according to Mineral Survey No. 3866; and the West half of Section 14, Township 11 North, Range 4 West of the G&SR Mer., Yavapai County, Arizona, as set forth in Patent.

LC317056-1

C - 10

 Parcel VII

APN 205-24-001

Harrison, Blackbird, Morning Light, Hillside, Massachusetts, Contact No. 2, Big White, Blue Bird, Horn Spoon, Sentinel, Sunshine and Morning Star Lode Mining Claims located in Walnut Grove Mining District, being shown on Mineral Survey No. 1946, on file at the Bureau of Land Management, as granted by Patent recorded in Book 61 of Deeds, at Page 241, Yavapai County Recorder's Office.

Nuggett, Shipper, Growler, Contact No. 1, Navy No. 1, Navy No. 2, Navy No. 3, and Navy No. 4, Lode Mining Claims in Walnut Grove Mining District, being shown on Mineral Survey No. 1945, on file at the Bureau of Land Management, as granted by Patent recorded in Book 61 of Deeds, at Page 254, Yavapai County Recorder's Office.

 Parcel VIII

APN 205-24-031, 205-24-031A, 205-24-031B, 205-24-031C (ASLD Permit)

All that portion of the West Half of Section 14, Township 11 North, Range 4 West, Gila and Salt River Meridian, Yavapai County, Arizona, described as follows:

Beginning at the Southwest Corner of said Section 14, monumented with a United States General Land Office brass cap and the TRUE POINT OF BEGINNING.

Thence, 01°07'36"W, along the West Line of said Section 14, a distance of 5315.98 feet to the Northwest Corner of said Section 14, monumented with a three inch aluminum cap marked LS 15666.

Thence, N89°19'46"E, along the North Line of said Section 14, a distance of 2640.48 feet to the North Quarter Corner of said Section 14, monumented with a Bureau of Land Management brass cap.

Thence, S01°06'27"E, along the Longitudinal Centerline of said Section 14, a distance of 4164.94 feet to a point on the 3-4 Line of the Contact Number 2 Patented Lode Mining Claim, Mineral Survey Number 1496, monumented with a half inch rebar and tag marked LS 15666.

Thence, S33°38'33"W, along the 3-4 Line of the Contact Number 2 Mining Claim, a distance of 1362.06 feet to a point on the South Line of said Section 14, monumented with a half inch rebar and tag marked LS 15666.

Thence, 88°31'50", along the South Line of said Section 14, a distance of 1862.29 feet to the TRUE POINT OF BEGINNING.

Containing 311.07 acres, more or less.

All that portion of the East Half of Section 15, Township 11 North, Range 4 West, Gila and Salt River Meridian, Yavapai County, Arizona, described as follows.

Beginning at the South Quarter Corner of said Section 15, monumented with a United States General Land Office brass cap, thence, N00°48"11"W, along the Longitudinal Centerline of said Section 15, a distance of 1335.34 feet to the Center South One Sixteenth Corner of said Section 15, monumented with a three inch aluminum cap marked LS 15666 and the TRUE POINT OF BEGINNING.

LC317056-1

C - 11

Thence, N00°48"1l"W, along said Longitudinal Centerline, a distance of 4005.66 feet to the North Quarter Corner of said Section 15, monumented with a three-inch aluminum cap marked LS 15666.

Thence, N89°02'24"E, along the North Line of said Section 15,a distance of 893.70 feet to a point on the 2-3 Line of The Turque Patented Lode Mining Claim, Mineral Survey Number 2041, monumented with a half inch rebar and tag marked LS 15666.

Thence, S49°09'47"E, along said 2-3 Line of The Turque Mining Claim, a distance of 18.65 feet to the South Center End of The Torque Mining Claim, monumented with the original stone monument.

Thence, continuing S49°09'47"E, along said 2-3 Line of The Turque Mining Claim, a distance of 304.33 feet to Corner Number 2 of The Turque Mining Claim, monumented with the original stone monument.

Thence, N40°3l'22"E, along the 1-2 Line of The Turque Mining Claim, a distance of 287.34 feet to a point on the North Line of said Section 15, monumented with a half inch rebar and tag marked LS 15666.

Thence, N89°02'24"E, along the North Line of said Section 15, a distance of 685.12 feet to a point on the 6-1 Line of the La Espaniola Patented Lode Mining Claim, Mineral Survey Number 2041, monumented with a half inch rebar and tag marked LS 15666.

Thence, S69°3l'15"E, along the 6-1 Line of the La Espaniola Mining Claim, a distance of 212.04 feet to Corner Number 1 of the La Espaniola Mining Claim, monumented with the original stone monument.

Thence, N35°l6'23"E, along the 1-2 Line of the La Espaniola Mining Claim, a distance of 96.08 feet to a point on the North Line of said Section 15, monumented with a half inch rebar and tag marked LS 15666.

Thence, N89°02'24"E, along said North Line of Section 15, a distance of 383.18 feet to the Northeast Corner of said Section 15, monumented with a three inch aluminum cap marked LS 15666.

Thence, S01°07'36"E, along the East Line of said Section 15, a distance of 3986.98 feet to the South One Sixteenth Corner of Sections 14 and 15, monumented with a three inch aluminum cap marked LS 15666.

Thence, S88°38'2l"W, along the South Line of the North half of the Southeast Quarter of said Section 15, a distance of 2669.92 feet to the TRUE POINT OF BEGINNING.

Containing 242.61 acres, more or less.

All that portion of the Contact No. 2 and Big White Patented Lode Mining Claims, Mineral Survey Number 1496, located within the West Half of Section 14, Township 11 North, Range 4 West, Gila and Salt River Meridian, Yavapai County, Arizona, described as follows.

Beginning at the North Quarter Corner of said Section 14, monumented with a Bureau of Land Management Brass Cap. Thence, S01°06'27"E, along the Longitudinal Centerline of said Section 14, a distance of 4164.94 feet to a point on the 3-4 Line of said Contact No. 2 Mining Claim and the TRUE POINT OF BEGINNING.

LC317056-1

C - 12

Thence, S01°06'27"E, along said Centerline of Section 14, a distance of 1114.23 feet to the South Quarter Corner of said Section 14, monumented with a United States General Land Office Brass Cap.

Thence, S88°3l'50"W, along the South Line of said Section 14, a distance of 776.38 feet to a point on the 3-4 Line of said Contact No. 2 Mining Claim and from said point the Southwest Corner of said Section 14 bears S88°31'50"W, 1862.29 feet, monumented with a United States General Land Office Brass Cap 53-1144300l.RedstoneResourcesCorporationinYavapai County.

Thence, N33°38'33"E, along said 3-4 Line of the Contact No. 2 Mining Claim, a distance of 1362.06 feet to the TRUE POINT OF BEGINNING.

Containing 9.93 acres, more or less.

Lot 3 of Section 10, Township 11 North, Range 4 West, of the Gila and Salt River Meridian, Yavapai County, Arizona, more particularly described as follows:

Commencing at the Southeast Corner of Section 10, Thence S89°02'24"W, along the South Line of Section 10 a distance of 637.34 feet, to the point of beginning, said point being the intersection of the 1-6 Line of the La Espaniola Mine and the South Line of Section 10.

Thence N69°31'15"W, along the 1-6 Line of the La Espaniola Mine a distance of 392.48 feet, to Corner No.6 of the said mine, thence N35°16'23"E, along the 6-5 Line of the La Espaniola Mine a distance of 500 feet more or less, to Corner No.5 of the said mine.

Thence N10°16'23"E, along the 5-4 Line of said LA Espaniola Mine a distance of 196 feet more or less, to the intersection of the 1-2 Line of the Turque Mine.

Thence S40°3l'22"W, along the 1-2 Line of the Turque Mine a distance of 986 feet more or less, to a point on the South Line of Section 10.

Thence 89°02'24"E, along the South Line of Section 10 a distance of 685.12 feet to the point of beginning.

Containing 3.24 acres, more or less.

III. State Purchase Claims

The following real property (made a part of PATENT 53-114430-01) situated in the Yavapai County, Arizona, total containing 566.85 acres, more or less, and the location notices of which are of record in the office of the Recorder of Yavapai County, Arizona and the Arizona State office of the Bureau of Land Management as follows:

 Parcel I

All that portion of the West Half of Section 14, Township 11 North, Range 4 West, Gila and Salt River Meridian, Yavapai County, Arizona, described as follows.

Beginning at the Southwest Comer of said Section 14, monumented with a United States General Land Office brass cap and the TRUE POINT OF BEGINNING.

LC317056-1

C - 13

Thence, N01°07'36"W, along the West Line of said Section 14, a distance of 5315.98 feet to the Northwest Comer of said Section 14, monumented with a three inch aluminum cap marked LS 15666.

Thence, N89°19'46"E, along the North Line of said Section 14, a distance of 2640.48 feet to the North Quarter Comer of said Section 14, monumented with a Bureau of Land Management brass cap.

Thence, S0I0°06' 2T"E, along the Longitudinal Centerline of said Section 14, a distance of 4164.94 feet to a point on the 3-4 Line of the Contact Number 2 Patented Lode Mining Claim, Mineral Survey Number 1496, monumented with a half inch rebar and tag marked LS 15666.

Thence, S88°31'50"W, along the South Line of said Section 14, a distance of 1862.29 feet to the TRUE POINT OF BEGINNING.

Containing 311.07 acres, more or less.

 Parcel II

All that portion of the East Half of Section 15, Township 11 North, Range 4 West, Gila and Salt River Meridian, Yavapai County, Arizona, described as follows.

Beginning at the South Quarter Comer of said Section 15, monumented with a United States General Land Office brass cap, thence, N00°48'11"W, along the Longitudinal Centerline of said Section 15, a distance of 1335.34 feet to the Center South One Sixteenth Comer of said Section 15, monumented with a three inch aluminum cap marked LS 15666 and the TRUE POINT OF BEGINNING.

Thence, N00°48'11"W, along said Longitudinal Centerline, a distance of 4005.66 feet to the North Quarter Comer of said Section 15, monumented with a three inch aluminum cap marked LS 15666.

Thence, N89°02'24''E, along the North Line of said Section 15, a distance of 893.70 feet to a point on the 2-3 Line of The Turque Patented Lode Mining Claim, Mineral Survey Number 2041, monumented with a half inch rebar and tag marked LS 15666.

Thence, S49°09' 47"E, along said 2-3 Line of The Turque Mining Claim, a distance of 18.65 feet to the South Center End of The Turque Mining Claim, monumented with the original stone monument.

Thence, continuing S49°09'47"E, along said 2-3 Line of The Turque Mining Claim, a distance of 304.33 feet to Comer Number 2 of The Turque Mining Claim, monumented with the original stone monument.

Thence, N40°31' 22"E, along the 1-2 Line of The Turque Mining Claim, a distance of 287.34 feet to a point on the North Line of said Section 15, monumented with a half inch rebar and tag marked LS 15666.

LC317056-1

C - 14

Thence, S69°31'1 S"E, along the 6-1 Line of the La Espaniola Mining Claim, a distance of 212.04 feet to Corner Number I of the La Espaniola Mining Claim, monumented with the original stone monument.

Thence, N35°16'23"E, along the 1-2 Line of the La Espaniola Mining Claim, a distance of 96.08 feet to a point on the North Line of said Section 15, monumented with a half inch rebar and tag marked LS 15666.

Thence, N89°02'24"E, along said North Line of Section 15, a distance of383.18 feet to the Northeast Comer of said Section 15, monumented with a three inch aluminum cap marked LS 15666.

Thence, S0l 0 07' 36"E, along the East Line of said Section 15, a distance of 3986.98 feet to the South One Sixteenth Comer of Sections 14 and 15, monumented with a three inch aluminum cap marked LS 15666.

Thence, S88°38'21"W, along the South Line of the North Half of the Southeast Quarter of said Section 15, a distance of 2669.92 feet to the TRUE POINT OF BEGINNING.

Containing 242.61 acres, more or less.

 Parcel III

Beginning at the North Quarter Comer of said Section 14, monumented with a Bureau of Land Management Brass Cap. Thence, SOI0 06'27"E, along the Longitudinal Centerline of said Section 14, a distance of 4164.94 feet to a point on the 3-4 Line of said Contact No. 2 Mining Claim and the TRUE POINT OF BEGINNING.

Thence, S01°06 '27"E, along said Centerline of Section 14, a distance of 1114.23 feet to the South Quarter Comer of said Section 14, monumented with a United States General Land Office Brass Cap.

Thence, S88°31' 50"W, along the South Line of said Section 14, a distance of 776.38 feet to a point on the 3-4 Line of said Contact No. 2 Mining Claim and from said point the Southwest Comer of said Section 14 bears S88°3l '50"W, 1862.29 feet, monumented with a United States General Land Office Brass Cap.

Thence, N33°38'33"E, along said 3-4 Line of the Contact No. 2 Mining Claim, a distance of 1362.06 feet to the TRUE POINT OF BEGINNING.

Containing 9.93 acres, more or less.

Parcel IV

LC317056-1

C - 15

Lot 3 of Section 10, Township 11 North, Range 4 West, of the Gila and Salt River Meridian, Yavapai County, Arizona, more particularly described as follows:

Commencing at the Southeast Comer of Section 10,

Thence S89°02'24"W, along the South Line of Section 10 a distance of 637.34 feet, to the point of beginning, said point being the intersection of the 1-6 Line of the La Espaniola Mine and the South Line of Section 1, 0

Thence N69°31'15"W, along the 1-6 Line of the La Espaniola Mine a distance of 392.48 feet, to ComerNo.6 of the said mine, thence N35°16'23"E, along the 6-5 Line of the La Espaniola Mine a distance of 500 feet more or less, to Comer No.5 of the said mine,

Thence Nl0°16'23"E, along the 5-4 Line of said La Espaniola Mine a distance of 196 feet more or less, to the intersection of the 1-2 Line of the Turque Mine, ·

Thence S40°3l '22"W, along the 1-2 Line of the Turque Mine a distance of 986 feet more or less, to a point on the South Line of Section 10,

Thence N89°02'24"E, along the South Line of Section 10 a distance of 685.12 feet to the point of beginning.

Containing 3.24 acres, more or less.

IV. Silver Queen Claims

The following unpatented lode mining claims are located and recorded in Yavapai County, Arizona in Sections 5, 6, 7, 8, and 20 of Township 11 North, Range 3 West; and in sections 12, 13 and 24 of Township 11 North, Range 4 West of the G&SR Meridian:

BLM Serial Number	BLM Legacy Serial Number	Claim Name	Location Date	County Records Number	Recording Date
AZ101860348	AMC441085	SQ-01	01/03/2017	2017-0002130	01/13/2017
AZ101860349	AMC441086	SQ-02	01/03/2017	2017-0002131	01/13/2017
AZ101860350	AMC441089	SQ-05	01/03/2017	2017-0002134	01/13/2017
AZ101860351	AMC441090	SQ-06	01/03/2017	2017-0002135	01/13/2017
AZ101860352	AMC441093	SQ-09	01/04/2017	2017-0002138	01/13/2017
AZ101860353	AMC441094	SQ-10	01/04/2017	2017-0002139	01/13/2017
AZ101860354	AMC441095	SQ-11	01/04/2017	2017-0002140	01/13/2017
AZ101860355	AMC441098	SQ-14	01/04/2017	2017-0002143	01/13/2017
AZ101860356	AMC441099	SQ-15	01/04/2017	2017-0002144	01/13/2017
AZ101860357	AMC441100	SQ-16	01/04/2017	2017-0002145	01/13/2017
AZ101860358	AMC441101	SQ-17	01/04/2017	2017-0002146	01/13/2017
AZ101541737	AMC441102	SQ-18	01/04/2017	2017-0002147	01/13/2017
AZ101541738	AMC441104	SQ-20	01/05/2017	2017-0002149	01/13/2017
AZ101541739	AMC441105	SQ-21	01/05/2017	2017-0002150	01/13/2017
AZ101541740	AMC441106	SQ-22	01/05/2017	2017-0002151	01/13/2017
AZ101541741	AMC441107	SQ-23	01/05/2017	2017-0002152	01/13/2017
AZ101541742	AMC441108	SQ-24	01/05/2017	2017-0002153	01/13/2017
AZ101541743	AMC441110	SQ-26	01/05/2017	2017-0002155	01/13/2017
AZ101541744	AMC441111	SQ-27	01/05/2017	2017-0002156	01/13/2017
AZ101541745	AMC441112	SQ-28	01/05/2017	2017-0002157	01/13/2017

LC317056-1

C - 16

BLM Serial Number	BLM Legacy Serial Number	Claim Name	Location Date	County Records Number	Recording Date
AZ101541746	AMC441113	SQ-29	01/05/2017	2017-0002158	01/13/2017
AZ101541747	AMC441114	SQ-30	01/05/2017	2017-0002159	01/13/2017
AZ101541748	AMC441116	SQ-32	01/06/2017	2017-0002161	01/13/2017
AZ101541749	AMC441117	SQ-33	01/06/2017	2017-0002162	01/13/2017
AZ101541750	AMC441118	SQ-34	01/09/2017	2017-0002163	01/13/2017
AZ101541751	AMC441119	SQ-35	01/09/2017	2017-0002164	01/13/2017
AZ101541752	AMC441121	SQ-37	01/09/2017	2017-0002166	01/13/2017
AZ101541753	AMC441122	SQ-38	01/09/2017	2017-0002167	01/13/2017
AZ101541754	AMC441124	SQ-40	01/10/2017	2017-0002169	01/13/2017
AZ101541755	AMC441125	SQ-41	01/10/2017	2017-0002170	01/13/2017
AZ101541756	AMC441127	SQ-43	01/10/2017	2017-0002172	01/13/2017
AZ101541757	AMC441128	SQ-44	01/10/2017	2017-0002173	01/13/2017
AZ101541758	AMC441129	SQ-45	01/03/2017	2017-0002174	01/13/2017
AZ101765090	AMC441130	SQ-46	01/03/2017	2017-0002175	01/13/2017
AZ101765091	AMC441131	SQ-47	01/03/2017	2017-0002176	01/13/2017
AZ101765092	AMC441132	SQ-48	01/03/2017	2017-0002177	01/13/2017
AZ101765093	AMC441133	SQ-49	01/03/2017	2017-0002178	01/13/2017
AZ101765289	AMC441134	SQ-50	01/03/2017	2017-0002179	01/13/2017
AZ101765290	AMC441135	SQ-51	01/04/2017	2017-0002180	01/13/2017
AZ101765291	AMC441136	SQ-52	01/04/2017	2017-0002181	01/13/2017
AZ101765292	AMC441137	SQ-53	01/05/2017	2017-0002182	01/13/2017
AZ101765293	AMC441138	SQ-54	01/05/2017	2017-0002183	01/13/2017
AZ101765294	AMC441139	SQ-55	01/06/2017	2017-0002184	01/13/2017
AZ101765295	AMC441140	SQ-56	01/10/2017	2017-0002185	01/13/2017
AZ101765296	AMC441141	SQ-57	01/10/2017	2017-0002186	01/13/2017

V. Bragg Estate Claims

The following real property situated in the Walnut Grove Mining District, Yavapai County, Arizona, and the location notices of which are of record in the office of the Recorder of Yavapai County, Arizona and the Arizona State office of the Bureau of Land Management as follows:

 Parcel I

HARRISON, BLACKBIRD, MORNING LIGHT, HILL SIDE, MASSACHUSETTS, CONTACT NO. 2, BIG WHITE, BLUE BIRD, HORN SPOON SENTINEL, SUNSHINE AND MORNING STAR LODE MINING CLAIMS IN WALNUT GROVE MINING DISTRICT, BEING SHOWN ON MINERAL SURVEY NO. 1496 ON FILE IN THE BUREAU OF LAND MANAGEMENT, AS GRANTED BY PATENT RECORDED IN BOOK 61 OF DEEDS, PAGE 241, RECORDS OF YAVAPAI COUNTY, ARIZONA.

 Parcel II

NUGGETT, SHIPPER, GROWLER, CONTACT NO. 1, NAVY NO. 1, NAVY NO. 2, NAVY NO. 3 AND NAVY NO. 4 LODE MINING CLAIMS IN WALNUT GROVE MINING DISTRICT, BEING SHOWN ON MINERAL SURVEY NO. 1495 ON FILE IN THE BUREAU OF LAND MANAGEMENT, AS GRANTED BY PATENT RECORDED IN BOOK 61 OF DEEDS, PAGE 254, RECORDS OF YAVAPAI COUNTY, ARIZONA.

LC317056-1

SCHEDULE D

WORLD COPPER MATERIAL PROPERTIES

The Escalones Property is located within the Santiago Metropolitan Region, in Central Chile, approximately 97 km southeast of Santiago and nine km west of the border between Chile and Argentina and covers an area of 161 km[2] (of which (i) 46 km[2 ] are covered by 19 exploitation concessions; and (ii) 115 km[2] are covered by 40 exploration concessions, as set out in the table below.

Concession	ID Number	Area (ha)	Owner	Type	Validity
CERRO NEGRO 1/20	13303-0721-4	100	Sociedad Legal Minera Los Escalones	Exploitation	indefinite
ESCALONES 7 1/54	13303-0636-6	270	Sociedad Legal Minera Los Escalones	Exploitation	indefinite
ESCALONES 8 1/40	13303-0652-8	200	Sociedad Legal Minera Los Escalones	Exploitation	indefinite
ESCALONES 8 1/60	13303-0637-4	300	Sociedad Legal Minera Los Escalones	Exploitation	indefinite
ESCALONES 9 1/60	13303-0638-2	300	Sociedad Legal Minera Los Escalones	Exploitation	indefinite
ESCALONES 10 1/60	13303-0639-0	300	Sociedad Legal Minera Los Escalones	Exploitation	indefinite
ESCALONES 12 1/40	13303-0653-6	200	Sociedad Legal Minera Los Escalones	Exploitation	indefinite
ESCALONES 13 1/20	13303-0654-4	100	Sociedad Legal Minera Los Escalones	Exploitation	indefinite
ESCALONES 14 1/40	13303-0640-4	200	Sociedad Legal Minera Los Escalones	Exploitation	indefinite
ESCALONES 15 1/40	13303-0641-2	200	Sociedad Legal Minera Los Escalones	Exploitation	indefinite
ESCALONES 16 1/40	13303-0642-0	200	Sociedad Legal Minera Los Escalones	Exploitation	indefinite
LOS ESCALONES 1 1/60	13303-0389-8	300	Sociedad Legal Minera Los Escalones	Exploitation	indefinite
LOS ESCALONES 2 1/60	13303-0390-1	300	Sociedad Legal Minera Los Escalones	Exploitation	indefinite
LOS ESCALONES 3 1/60	13303-0391-K	300	Sociedad Legal Minera Los Escalones	Exploitation	indefinite
LOS ESCALONES 4 1/60	13303-0392-8	300	Sociedad Legal Minera Los Escalones	Exploitation	indefinite
LOS ESCALONES 5 1/60	13303-0393-6	300	Sociedad Legal Minera Los Escalones	Exploitation	indefinite
LOS ESCALONES 6 1/60	13303-0394-4	300	Sociedad Legal Minera Los Escalones	Exploitation	indefinite
PUENTE RATONES 1/26	13303-0669-2	219	Sociedad Legal Minera Los Escalones	Exploitation	indefinite
RIO CLARO 1/30	13303-0670-6	300	Sociedad Legal Minera Los Escalones	Exploitation	indefinite
HURACÁN 1	13303-3730-k	300	TriMetals Mining Chile SCM	Exploration	in constitution
HURACÁN 2	13303-3729-6	300	TriMetals Mining Chile SCM	Exploration	in constitution
HURACÁN 3	13303-3728-8	300	TriMetals Mining Chile SCM	Exploration	in constitution
HURACÁN 4	13303-3734-2	200	TriMetals Mining Chile SCM	Exploration	in constitution
HURACÁN 5	13303-3727-K	300	TriMetals Mining Chile SCM	Exploration	in constitution
HURACÁN 6	13303-3726-1	300	TriMetals Mining Chile SCM	Exploration	in constitution
HURACÁN 7	13303-3733-4	300	TriMetals Mining Chile SCM	Exploration	in constitution
HURACÁN 8	13303-3732-6	200	TriMetals Mining Chile SCM	Exploration	in constitution
HURACÁN 9	13303-3731-8	300	TriMetals Mining Chile SCM	Exploration	in constitution
NUBE 1	V-518-2019	300	TriMetals Mining Chile SCM	Exploration	24 to 26-Jun-22
NUBE 2	V-519-2019	200	TriMetals Mining Chile SCM	Exploration	24 to 26-Jun-22
NUBE 3	V-520-2019	300	TriMetals Mining Chile SCM	Exploration	24 to 26-Jun-22
NUBE 4	V-521-2019	300	TriMetals Mining Chile SCM	Exploration	24 to 26-Jun-22
NUBE 5	V-522-2019	300	TriMetals Mining Chile SCM	Exploration	24 to 26-Jun-22
NUBE 6	V-523-2019	200	TriMetals Mining Chile SCM	Exploration	24 to 26-Jun-22

LC317056-1

D - 2

Concession	ID Number	Area (ha)	Owner	Type	Validity
NUBE 7	V-524-2019	300	TriMetals Mining Chile SCM	Exploration	9-Sept-22
NUBE 8	V-525-2019	300	TriMetals Mining Chile SCM	Exploration	24 to 26-Jun-22
BRUMA 1	133033458-0	300	TriMetals Mining Chile SCM	Exploration	9 to 24-Jun-22
BRUMA 2	133033457-2	300	TriMetals Mining Chile SCM	Exploration	25-Jun-22
BRUMA 3	133033456-4	300	TriMetals Mining Chile SCM	Exploration	9 to 24-Jun-22
BRUMA 4	133033455-6	300	TriMetals Mining Chile SCM	Exploration	9 to 24-Jun-22
BRUMA 5	133033454-8	300	TriMetals Mining Chile SCM	Exploration	9 to 24-Jun-22
BRUMA 6	133033453-K	300	TriMetals Mining Chile SCM	Exploration	9 to 24-Jun-22
BRUMA 7	133033452-1	300	TriMetals Mining Chile SCM	Exploration	9 to 24-Jun-22
BRUMA 8	133033451-3	300	TriMetals Mining Chile SCM	Exploration	9 to 24-Jun-22
BRUMA 9	133033450-5	300	TriMetals Mining Chile SCM	Exploration	9 to 24-Jun-22
BRUMA 10	133033449-1	300	TriMetals Mining Chile SCM	Exploration	9 to 24-Jun-22
BRUMA 11	133033468-8	300	TriMetals Mining Chile SCM	Exploration	9 to 24-Jun-22
BRUMA 12	133033466-1	300	TriMetals Mining Chile SCM	Exploration	25-Jun-22
BRUMA 13	133033465-3	300	TriMetals Mining Chile SCM	Exploration	9 to 24-Jun-22
BRUMA 14	133033464-5	200	TriMetals Mining Chile SCM	Exploration	9 to 24-Jun-22
BRUMA 15	133033463-7	300	TriMetals Mining Chile SCM	Exploration	9 to 24-Jun-22
BRUMA 16	133033462-9	300	TriMetals Mining Chile SCM	Exploration	9 to 24-Jun-22
BRUMA 17	133033461-0	300	TriMetals Mining Chile SCM	Exploration	9 to 24-Jun-22
BRUMA 18	133033459-9	300	TriMetals Mining Chile SCM	Exploration	9 to 24-Jun-22
BRUMA 19	133033460-2	300	TriMetals Mining Chile SCM	Exploration	9 to 24-Jun-22
BRUMA 20	133033469-6	300	TriMetals Mining Chile SCM	Exploration	9 to 24-Jun-22
BRUMA 21	133033470-K	300	TriMetals Mining Chile SCM	Exploration	9 to 24-Jun-22
BRUMA 22	133033471-8	300	TriMetals Mining Chile SCM	Exploration	9 to 24-Jun-22
BRUMA 23	133033467-K	300	TriMetals Mining Chile SCM	Exploration	9 to 24-Jun-22
	TOTAL	16,189

LC317056-1

AI assistant

World Copper Ltd. — Merger & Acquisition 2021

45949_rns_2021-09-27_e7fe58ba-f274-4bae-9537-2a9c920d9d01.PDF

ARRANGEMENT AGREEMENT

Among

TABLE OF CONTENTS

ARRANGEMENT AGREEMENT

ARTICLE 1 INTERPRETATION

1.1 Definitions

1.2 Interpretation Not Affected by Headings, etc.

1.3 Number, etc.

1.4 Date for Any Action

1.5 Time References

1.6 Subsidiaries

1.7 Consent

1.8 Currency

1.9 Accounting Matters

1.10 Construction

1.11 Knowledge

1.12 Ordinary Course of Business

1.13 Disclosure in Writing

1.14 Enforceability

1.15 Incorporation of Schedules

ARTICLE 2 THE ARRANGEMENT

2.1 General

2.2 Arrangement

2.3 Interim Order

2.4 Cardero Circular

2.5 Cardero Meeting

2.6 Final Order

2.7 Court Proceedings

2.8 Public Announcements

2.9 Intended U.S. Income Tax Treatment

2.10 U.S. Securities Law Matters

2.11 Effective Date Matters

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF CARDERO

3.1 Incorporation and Organization

3.2

Capitalization

3.3 Authority and No Violation

3.4 No Defaults

3.5 Cardero Subsidiaries

3.6 No Other Shares

3.7 Reporting Issuer; Public Documents

3.8 Financial Matters

3.9 Business Carried on in Ordinary Course

3.10 Partnerships or Joint Ventures

3.11 Minute Books and Corporate Records

3.12 Accuracy of Books and Records

3.13 Guarantees

3.14 Interested Persons

3.15 Real Property

3.16 Mineral Rights

3.17 Technical Reports; Mineral Reserves and Resources

3.18 Operational Matters

3.19 Employment and Employee Benefit Matters

3.20 Debt Instruments

3.21 Leases and Leased Property

3.22 Insurance

3.23 Material Contracts

3.24 No Breach of Material Contracts

3.25 Legal Proceedings

3.26 Compliance with Applicable Laws

3.27 Banking Information; Powers of Attorney

3.28 Insolvency

3.29 Tax Matters

3.30 Licences

3.31 No Business Restrictions

3.32 Liabilities

3.33 Environmental

3.34 Intellectual Property

3.35 Advisory Fees; Third Party Expenses

3.36 Corrupt Practices

3.37 Aboriginal Affairs

3.38 Non-Governmental Organizations and Community Groups

3.39 No Option on Assets

3.40 Fairness Opinion and Recommendation

3.41 Other Negotiations

3.42 No Collateral Benefits

3.43 No Ownership of World Copper Shares or Other Securities

World Copper Ltd. Merger & Acquisition 2021