A.

The Purchaser proposes to acquire all of the issued and outstanding Company Shares in exchange for Resulting Issuer Shares by way of a reverse triangular merger conducted pursuant to (i) the Merger conducted pursuant to Section 7-90-203 of the CCAA in which the Purchaser Sub will merge with and into the Company, and (ii) the Arrangement conducted pursuant to Part 9, Division 5 of the BCBCA;

B.

The Purchaser Board has unanimously:

(i)

determined, after receiving financial and legal advice, the recommendation of the Purchaser Special Committee, and the Purchaser Fairness Opinion that the issuance of Resulting Issuer Shares in exchange for the Company Shares pursuant to the Transaction, including the Merger and the Arrangement, is fair, from a financial point of view, to the Purchaser, and that the Transaction is in the best interests of the Purchaser and the Purchaser Shareholders;

(ii)

approved the form of, and authorized and directed the Purchaser to execute and deliver this Agreement and to perform its obligations hereunder and to cause the Purchaser Sub to perform its obligations hereunder; and

(iii)

resolved to recommend to the Purchaser Shareholders that they approve the Transaction, including the Arrangement and the Merger, in each case, in accordance with the BCBCA, the CCAA, the CBCA, the B.C. Securities Act and the U.S. Securities Act;

C.

The Purchaser Sub Board has unanimously:

(i)

determined, after receiving financial and legal advice, that the Transaction is in the best interests of the Purchaser Sub and its sole shareholder, the Purchaser; and

(ii)

approved the form of, and authorized and directed the Purchaser Sub to execute and deliver this Agreement and to perform its obligations hereunder;

D.

The Company Board has unanimously:

(i)

determined, after receiving financial and legal advice and the Company Fairness Opinion, that the consideration to be received by the Company Stockholders in exchange for the Company Shares pursuant to the Merger and the Arrangement is fair, from a financial point of view, to the holders of the Company Shares and that the Transaction is in the best interests of the Company and the Company Stockholders;

(ii)

approved the form of, and authorized and directed the Company to execute and deliver this Agreement and to perform its obligations hereunder; and

(iii)

resolved to recommend to the Company Stockholders that they approve the Transaction, including the Arrangement and the Merger, in each case, in accordance with the BCBCA, the CCAA, the CBCA, the B.C. Securities Act and the U.S. Securities Act;

E.

The Parties intend that the issuance of the Resulting Issuer Shares in exchange for the Company Shares shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof, and applicable U.S. Securities Laws in reliance upon such exemptions as may be available therefrom; and

F.

For U.S. federal and applicable state income Tax purposes, (i) the Parties intend that the Transaction qualifies as a “reorganization” within the meaning of Section 368(a) of the Code and the U.S. Treasury Regulations promulgated thereunder, and (ii) this Agreement is intended to be, and hereby is, adopted as a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a);

(a)

‎has or would reasonably be expected to have a material and adverse effect on ‎the business, results of operations, capitalization, prospects, assets, liabilities ‎‎(including any contingent liabilities), obligations (whether absolute, accrued, ‎conditional or otherwise) or condition (financial or otherwise) of the Company and ‎its subsidiaries (taken as a whole)‎;

(b)

has or would reasonably be expected to have a material and adverse effect on ‎the proposed business, results of operations, capitalization, prospects, assets, ‎liabilities (including any contingent liabilities), obligations (whether absolute, ‎accrued, conditional or otherwise) or condition (financial or otherwise) of the Company and its subsidiaries (taken as a whole); ‎other than any result, fact, change, effect, event, circumstance, occurrence or development‎‎:

(i)

in or relating to general political, economic or financial conditions in Canada, Mexico or the United States,

(ii)

in or ‎relating to financial or capital market conditions in general, including any reduction in market ‎indices,

(iii)

in or relating to currency exchange, interest rates or the price of commodities, ‎including copper, gold and silver,

(iv)

in or relating to the copper, gold or silver mining industry, or the mining industry in general,

(v)

the commencement ‎or continuation of any war, pandemics armed hostilities or acts of terrorism,

(vi)

relating to ‎the change in the market trading price of the Company Shares relating to this Agreement, the ‎transactions contemplated hereunder or the announcement thereof, or

(vii)

changes in U.S. GAAP,

(c)

materially impairs or delays, or would reasonably be expected to materially impair or delay, the performance by the Company of its obligations under this Agreement or impairs or delays, or would reasonably be expected to impair or delay, the Company’s ability to consummate the Arrangement by the Outside Date;

(a)

creating, or contemplating the creation of, a joint venture, partnership or similar arrangement;

(b)

granting any royalty or other interest in any of the Company Properties or mineral rights or production or proceeds therefrom;

(c)

that contains any non-competition obligations, any area of mutual interest, rights of first refusal, rights of first offer, exclusivity provisions or otherwise restricts in any material way the business of the Company or its subsidiaries as currently conducted or proposed to be conducted;

(d)

that contains any confidentiality, secrecy or non-disclosure obligations, whether the Company or any subsidiary is a beneficiary or obligor thereunder;

(e)

relating to the license, royalty, franchise or other interest in the Company Applicable IP;

(f)

relating to prior or contemplated business combinations, acquisitions, mergers or asset purchases or divestitures under which the Company or a subsidiary has any remaining outstanding obligations;

(g)

with one or more of its shareholders, or as a shareholder of another person, or relating to the voting of securities;

(h)

with a related party of the Company;

(i)

guaranteeing, assuming or acting as a surety in respect of any liabilities or obligations of another person;

(j)

pursuant to which the Company will receive, receives or has received financial advisory or investment advisory services‎;

(k)

giving a material indemnity to any person, other than those provided to officers and directors of the Company pursuant to its constating documents;

(l)

entered into other than in the ordinary course of business;

(m)

that is continuing and involves the sale and delivery by the Company or any subsidiary of materials, supplies, equipment or services at a price below the prevailing market price that could reasonably be expected to result in a loss to the Company or applicable subsidiary;

(n)

relating to any employment or consulting arrangement with any officer, employee or consultant earning US$100,000 or greater on an annual basis, other than Contracts of indeterminate term terminable by the Company or any subsidiary without cause on reasonable notice;

(o)

relating to any issuance or potential issuance of any securities of the Company, except those Contracts relating to the grant of options, deferred share units, performance stock units or restricted stock units pursuant to any share compensation plan and in relation to any common share purchase warrants or broker warrants outstanding;

(p)

having a length of term greater than two (2) years (excluding, for greater certainty, provisions of a Contract that by their nature survive for a period of greater than two (2) years after termination or completion of the Contract); and

(q)

which, if terminated, would reasonably be expected to have a Company Material Adverse Effect;

(a)

statutory Liens for current Taxes or other governmental charges not yet due and payable or the amount or validity of which is being contested in good faith (provided appropriate reserves required pursuant to U.S. GAAP have been made in respect thereof);

(b)

mechanics’, carriers’, workers’, repairers’ and similar statutory Liens arising or incurred in the ordinary course of business for amounts which are not delinquent or which are being contested by appropriate proceedings (provided appropriate reserves required pursuant to U.S. GAAP have been made in respect thereof);

(c)

zoning, entitlement, building and other land use regulations imposed by Governmental Authorities having jurisdiction over the Company’s owned or leased real property, which are not violated by the current use and operation of such real property;

(d)

covenants, conditions, restrictions, easements and other similar non-monetary matters of record affecting title to the Company’s owned or leased real property, which do not materially impair the occupancy or use of such real property for the purposes for which it is currently used in connection with the Company’s businesses;

(e)

any right of way or easement related to public roads and highways, which does not materially impair the occupancy or use of such real property for the purposes for which it is currently used in connection with the Company’s businesses;

(f)

Liens arising under workers’ compensation, unemployment insurance, social security, retirement and similar legislation;

(g)

any reservations or exceptions contained in the original grants of land (excluding any royalties) or by applicable statute or the terms of any lease in respect of any portion of any of the Company Properties or comprising any portion of any of the Company Properties;

(h)

minor discrepancies in the legal description or acreage of or associated with any of the Company Properties or any adjoining properties which would be disclosed in an up to date survey and any registered easements and registered restrictions or covenants that run with the land which do not materially detract from the value of, or materially impair the use of any of the Company Properties for the purpose of conducting and carrying out mining operations thereon;

(i)

Liens or other rights granted by the Company or any of its subsidiaries to secure performance of statutory obligations or regulatory requirements (including reclamation obligations);

(j)

equipment leases or purchase money security interests;

(k)

the Company Royalties;

(l)

Liens as a result of any judgment or order rendered or claim filed against a person which is being contested in good faith by proper legal proceedings (and as to which any enforcement proceedings shall have been suspended by operation of Law or stayed pending an appeal or other proceeding) and for which appropriate reserves in accordance with U.S. GAAP have been established to the extent required by U.S. GAAP;

(m)

any rights of set-off with respect to any deposit account of the Company or any of its subsidiaries in favour of the financial institution at which such deposit account is maintained and not constituting a financing transaction;

(n)

Liens described in the Company Technical Report Summaries; and

(o)

any other Liens that, in the aggregate, do not materially impair the value or the continued use and operation of the assets or properties to which they relate;

(a)

is to acquire no less than all of the outstanding Company Shares not owned by the person or persons or all or substantially all of the assets of the Company on a consolidated basis;

(b)

the Company Board has determined in good faith, after consultation with its financial advisors and outside legal counsel, that such Company Acquisition Proposal would, taking into account all of the terms and conditions of such Company Acquisition Proposal, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction which (i) is in the best interests of the Company and its stakeholders; and (ii) is more favourable to the Company Stockholders from a financial point of view than the Arrangement (taking into account any amendments to this Agreement and the Arrangement proposed by the Purchaser pursuant to Section 5.1(f));

(c)

in the case of a Company Acquisition Proposal that relates to the acquisition of all of the outstanding Company Shares, is made available to all of the Company Stockholders on the same terms and conditions;

(d)

is not subject to any financing condition and in respect of which adequate arrangements have been made to ensure that the required funds will be available to effect payment in full;

(e)

is not subject to any due diligence and/or access condition;

(f)

the Company Board has determined in good faith, after consultation with financial advisors and outside legal counsel, is reasonably capable of being completed in accordance with its terms, without undue delay, taking into account all legal, financial, regulatory and other aspects of such Company Acquisition Proposal and the person making such Company Acquisition Proposal; and

(g)

the Company has sufficient financial resources available to pay or has made arrangements to pay, any Company Termination Fee payable pursuant to the terms hereof in accordance with the terms hereof;

(a)

has or would reasonably be expected to have a material and adverse effect on ‎the business, results of operations, capitalization, prospects, assets, liabilities ‎‎(including any contingent liabilities), obligations (whether absolute, accrued, ‎conditional or otherwise) or condition (financial or otherwise) of the Purchaser and ‎its subsidiaries (taken as a whole)‎;

(b)

has or would reasonably be expected to have a material and adverse effect on ‎the proposed business, results of operations, capitalization, prospects, assets, ‎liabilities (including any contingent liabilities), obligations (whether absolute, ‎accrued, conditional or otherwise) or condition (financial or otherwise) of the Purchaser and its subsidiaries (taken as a whole); other than any result, fact, change, effect, event, circumstance, occurrence or development:

(i)

in or relating to general political, economic or financial conditions in Canada, Mexico or the United States,

(ii)

in or ‎relating to financial or capital market conditions in general, including any reduction in market ‎indices,

(iii)

in or relating to currency exchange, interest rates or the price of commodities, ‎including gold and silver,

(iv)

in or relating to the gold, silver or mining industry in general,

(v)

the commencement ‎or continuation of any war, pandemics armed hostilities or acts of terrorism,

(vi)

relating to ‎the change in the market trading price of the Purchaser Shares relating to this Agreement, the ‎transactions contemplated hereunder or the announcement thereof, or

(vii)

changes in IFRS,

(c)

materially impairs or delays, or would reasonably be expected to materially impair or delay, the performance by the Purchaser of its obligations under this Agreement or impairs or delays, or would reasonably be expected to impair or delay, the Purchaser’s ability to consummate the Arrangement by the Outside Date;

(a)

creating, or contemplating the creation of, a joint venture, partnership or similar arrangement;

(b)

granting any royalty or other interest in any of the Purchaser Properties or mineral rights or production or proceeds therefrom;

(c)

that contains any non-competition obligations, any area of mutual interest, rights of first refusal, rights of first offer, exclusivity provisions or otherwise restricts in any material way the business of the Purchaser or its subsidiaries as currently conducted or proposed to be conducted;

(d)

that contains any confidentiality, secrecy or non-disclosure obligations, whether the Purchaser or any subsidiary is a beneficiary or obligor thereunder;

(e)

relating to the license, royalty, franchise or other interest in the Purchaser Applicable IP;

(f)

relating to prior or contemplated business combinations, acquisitions, mergers or asset purchases or divestitures under which the Purchaser or a subsidiary has any remaining outstanding obligations;

(g)

with one or more of its shareholders, or as a shareholder of another person, or relating to the voting of securities;

(h)

with a related party of the Purchaser;

(i)

guaranteeing, assuming or acting as a surety in respect of any liabilities or obligations of another person;

(j)

pursuant to which the Purchaser will receive, receives or has received financial advisory or investment advisory services‎;

(k)

giving a material indemnity to any person, other than those provided to officers and directors of the Purchaser pursuant to its constating documents;

(l)

entered into other than in the ordinary course of business;

(m)

that is continuing and involves the sale and delivery by the Purchaser or any subsidiary of materials, supplies, equipment or services at a price below the prevailing market price that could reasonably be expected to result in a loss to the Purchaser or applicable subsidiary;

(n)

relating to any employment or consulting arrangement with any officer, employee or consultant earning US$100,000 or greater on an annual basis, other than Contracts of indeterminate term terminable by the Purchaser or any subsidiary without cause on reasonable notice;

(o)

relating to any issuance or potential issuance of any securities of the Purchaser, except those Contracts relating to the grant of options pursuant to any stock option plan and in relation to any common share purchase warrants or broker warrants outstanding;

(p)

having a length of term greater than two (2) years (excluding, for greater certainty, provisions of a Contract that by their nature survive for a period of greater than two (2) years after termination or completion of the Contract); and

(q)

which, if terminated, would reasonably be expected to have a Purchaser Material Adverse Effect;

(a)

statutory Liens for current Taxes or other governmental charges not yet due and payable or the amount or validity of which is being contested in good faith (provided appropriate reserves required pursuant to IFRS have been made in respect thereof);

(b)

mechanics’, carriers’, workers’, repairers’ and similar statutory Liens arising or incurred in the ordinary course of business for amounts which are not delinquent or which are being contested by appropriate proceedings (provided appropriate reserves required pursuant to IFRS have been made in respect thereof);

(c)

zoning, entitlement, building and other land use regulations imposed by Governmental Authorities having jurisdiction over the Purchaser’s owned or leased real property, which are not violated by the current use and operation of such real property;

(d)

covenants, conditions, restrictions, easements and other similar non-monetary matters of record affecting title to the Purchaser’s owned or leased real property, which do not materially impair the occupancy or use of such real property for the purposes for which it is currently used in connection with the Purchaser’s businesses;

(e)

any right of way or easement related to public roads and highways, which does not materially impair the occupancy or use of such real property for the purposes for which it is currently used in connection with the Purchaser’s businesses;

(f)

Liens arising under workers’ compensation, unemployment insurance, social security, retirement and similar legislation;

(g)

any reservations or exceptions contained in the original grants of land (excluding any royalties) or by applicable statute or the terms of any lease in respect of any portion of any of the Purchaser Properties or comprising any portion of any of the Purchaser Properties;

(h)

minor discrepancies in the legal description or acreage of or associated with the Purchaser Properties or any adjoining properties which would be disclosed in an up to date survey and any registered easements and registered restrictions or covenants that run with the land which do not materially detract from the value of, or materially impair the use of any of the Purchaser Properties for the purpose of conducting and carrying out mining operations thereon;

(i)

Liens or other rights granted by the Purchaser or any of its subsidiaries to secure performance of statutory obligations or regulatory requirements (including reclamation obligations);

(j)

equipment leases or purchase money security interests;

(k)

Liens as a result of any judgment or order rendered or claim filed against a person which is being contested in good faith by proper legal proceedings (and as to which any enforcement proceedings shall have been suspended by operation of law or stayed pending an appeal or other proceeding) and for which appropriate reserves in accordance with IFRS have been established to the extent required by IFRS;

(l)

any rights of set-off with respect to any deposit account of the Purchaser or any of its subsidiaries in favour of the financial institution at which such deposit account is maintained and not constituting a financing transaction; and

(m)

any other Liens that, in the aggregate, do not materially impair the value or the continued use and operation of the assets or properties to which they relate;

(a)

is to acquire no less than all of the outstanding Purchaser Shares not owned by the person or persons or all or substantially all of the assets of the Purchaser on a consolidated basis;

(b)

the Purchaser Board has determined in good faith, after consultation with its financial advisors and outside legal counsel, that such Purchaser Acquisition Proposal would, taking into account all of the terms and conditions of such Purchaser Acquisition Proposal, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction which (i) is in the best interests of the Purchaser and its stakeholders; and (ii) is more favourable to the Purchaser Shareholders from a financial point of view than the Arrangement (taking into account any amendments to this Agreement and the Arrangement proposed by the Company pursuant to Section 5.2(f));

(c)

in the case of a Purchaser Acquisition Proposal that relates to the acquisition of all of the outstanding Purchaser Shares, is made available to all of the Purchaser Shareholders on the same terms and conditions;

(d)

is not subject to any financing condition and in respect of which adequate arrangements have been made to ensure that the required funds will be available to effect payment in full;

(e)

is not subject to any due diligence and/or access condition;

(f)

the Purchaser Board has determined in good faith, after consultation with financial advisors and outside legal counsel, is reasonably capable of being completed in accordance with its terms, without undue delay, taking into account all legal, financial, regulatory and other aspects of such Purchaser Acquisition Proposal and the person making such Purchaser Acquisition Proposal; and

(g)

the Purchaser has sufficient financial resources available to pay or has made arrangements to pay, any Purchaser Termination Fee payable pursuant to the terms hereof in accordance with the terms hereof;

(a)

a person is an “Affiliate” of another person if one of them is a subsidiary of the other or each one of them is controlled, directly or indirectly, by the same person;

(b)

a “subsidiary” means a person that is controlled directly or indirectly by another person and includes a subsidiary of that subsidiary; and

(c)

a person is considered to “control” another person if: (i) the first person beneficially owns or directly or indirectly exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation; (ii) the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership; or (iii) the second person is a limited partnership, and the general partner of the limited partnership is the first person.

(a)

subject to compliance with applicable Canadian Securities Laws, prior to the next opening of markets in Toronto following the execution of this Agreement, issue a news release announcing the entering into of this Agreement and other related matters referred to in

(b)

apply to, and, as soon as reasonably practicable after the Company receives SEC Clearance, have the hearing for the Interim Order before the Court pursuant to Part 9, Division 5 of the BCBCA in a manner and form acceptable to the Company, acting reasonably, and thereafter proceed with such application and diligently pursue obtaining the Interim Order;

(c)

lawfully convene and hold the Purchaser Meeting in accordance with the Interim Order, the Purchaser’s articles and applicable Laws, as soon as reasonably practicable after the Interim Order is issued, and, subject to the Company’s compliance with Section 2.5(f) and, in any event, not later than 45 days after the Interim Order is issued, for the purpose of having the Purchaser Shareholders consider the Arrangement Resolution, shall use its commercially reasonable efforts to schedule the Purchaser Meeting to occur at the same time as or immediately prior to the Company Meeting, and will not, unless the Company otherwise consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), adjourn, postpone or cancel the Purchaser Meeting or propose to do any of the foregoing except:

(i)

for an adjournment as required for quorum purposes or by applicable Law; or

(ii)

as required under Section 5.2(i) or Section 6.3;

(d)

subject to the terms of this Agreement, solicit from the Purchaser Shareholders proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any person that is inconsistent with, or which seeks (without the Company’s consent) to hinder or delay the Arrangement Resolution and the completion of the transactions contemplated by this Agreement including, at the Purchaser’s discretion or if so requested by the Company, using the services of a proxy solicitation agent, consulting with the Company, acting reasonably, in the selection and retainer of any such proxy solicitation agent and reasonably considering the Company’s recommendation with respect to any such agent, and reasonably cooperating with any persons engaged by the Company, to solicit proxies in favour of the approval of the Arrangement Resolution, recommend to all Purchaser Shareholders that they vote in favour of the Arrangement Resolution, and take all other actions that are reasonably necessary or desirable to obtain the approval of the Arrangement by the Purchaser Shareholders, and (i) permit the Company to assist and participate in all calls and meetings with such proxy solicitation agent, (ii) provide the Company with all material information distributions or updates from the proxy solicitation agent, (iii) consult with, and consider any reasonable suggestions from, the Company with regards to the proxy solicitation agent, and (iv) consult with the Company and keep the Company apprised, with respect to such solicitation and other actions; provided that, the

(e)

advise the Company as reasonably requested, and on a daily basis commencing ten Business Days prior to the Purchaser Meeting, as to the aggregate tally of the proxies and votes received in respect of the Arrangement Resolution;

(f)

consult with the Company in fixing the date of the Purchaser Meeting, promptly provide the Company with any notice relating to the Purchaser Meeting and allow Representatives of the Company to attend the Purchaser Meeting; and

(g)

not change the record date for the Purchaser Shareholders entitled to vote at the Purchaser Meeting in connection with any adjournment or postponement of the Purchaser Meeting unless required by Law or the Purchaser’s articles.

(a)

subject to compliance with applicable U.S. Securities Laws, prior to the next opening of markets in New York following the execution of this Agreement, issue a news release announcing the entering into of this Agreement and other related matters referred to in Section 4.5(a)(i), which news release shall be satisfactory in form and substance to each of the Company and the Purchaser, each acting reasonably, and, thereafter, file such news release and a corresponding Form 8-K in prescribed form in accordance with, and within the time period prescribed by, applicable U.S. Securities Laws;

(b)

lawfully provide notice of the Company Meeting, and convene and hold the Company Meeting in accordance with the Company’s articles of incorporation and by-laws and applicable Laws, as soon as reasonably practicable and, subject to the Purchaser’s compliance with Section 2.6(f) and, in any event, not later than 45 days after the Interim Order is issued, for the purpose of having the Company Stockholders consider the Company Stockholder Approval, shall use its commercially reasonable efforts to schedule the Company Meeting to occur at the same time as or immediately following the Purchaser Meeting, and will not, unless the Purchaser otherwise consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), adjourn, postpone or cancel the Company Meeting or propose to do any of the foregoing except:

(i)

for an adjournment as required for quorum purposes or by applicable Law;

(ii)

as required under Section 6.3; or

(iii)

an adjournment or postponement in the event that the Purchaser Meeting is adjourned or postponed, in which case the Company Meeting may be adjourned or postponed in order to ensure that the Company Meeting occurs at the same time as or immediately following the Purchaser Meeting;

(c)

subject to the terms of this Agreement, solicit from the Company Stockholders proxies in favour of the Company Stockholder Approval and against any resolution submitted by any person that is inconsistent with, or which seeks (without the Purchaser’s consent) to hinder or delay the Company Stockholder Approval and the completion of the transactions contemplated by this Agreement including, at the Company’s discretion or if so requested by the Purchaser, using the services of a proxy solicitation agent, consulting with the Purchaser, acting reasonably, in the selection and retainer of any such proxy solicitation agent and reasonably considering the Purchaser’s recommendation with respect to any such agent, and reasonably cooperating with any persons engaged by the Purchaser, to solicit proxies in favour of the Company Stockholder Approval, recommend to all Company Stockholders that they vote in favour of the Company Stockholder Approval, and take all other actions that are reasonably necessary or desirable to obtain the Company Stockholder Approval by the Company Stockholders, and (i) permit the Purchaser to assist and participate in all calls and meetings with such proxy solicitation agent, (ii) provide the Purchaser with all material information distributions or updates from the proxy solicitation agent, (iii) consult with, and consider any reasonable suggestions from, the Purchaser with regards to the proxy solicitation agent, and (iv) consult with and the Purchaser and keep the Purchaser apprised, with respect to such solicitation and other actions; provided that, the Company shall not be required to solicit from the Company Stockholders proxies in favour of the Company Stockholder Approval, or take any other actions under this Section 2.3(c), if a Company Change of Recommendation has been made in accordance with Section 5.1(f);

(d)

advise the Purchaser as reasonably requested, and on a daily basis commencing ten Business Days prior to the Company Meeting, as to the aggregate tally of the proxies and votes received in respect of the Company Stockholder Approval;

(e)

consult with the Purchaser in fixing the date of the Company Meeting, promptly provide the Purchaser with any notice relating to the Company Meeting and allow Representatives of the Purchaser to attend the Company Meeting;

(f)

not change the record date for the Company Stockholders entitled to vote at the Company Meeting in connection with any adjournment or postponement of the Company Meeting unless required by Law or the Company’s by-laws; and

(g)

cooperate with, assist and consent to the Purchaser seeking the Interim Order and the Final Order and, subject to the Purchaser obtaining the Final Order and to the satisfaction or waiver (subject to applicable Laws) of each of the conditions set forth in Article 7 hereof (excluding conditions that by their terms cannot be satisfied until the Effective Date, but subject to the satisfaction or, when permitted, waiver of those conditions as of the Effective Date), as soon as reasonably practicable thereafter, take all steps and actions including, if applicable, making all filings with Governmental Authorities necessary to give effect to the Arrangement and carry out the terms of the Plan of Arrangement applicable to each of them prior to the Outside Date.

(a)

for the class of persons to whom notice is to be provided in respect of the Arrangement, the Purchaser Meeting and the Company Meeting and for the manner in which such notice is to be provided;

(b)

confirmation of the record date for the purposes of determining the Purchaser Shareholders entitled to receive notice of and vote at the Purchaser Meeting (which date shall be fixed and published by the Purchaser in consultation with the Company);

(c)

that the Purchaser Meeting may be adjourned or postponed from time to time by the Purchaser in accordance with the terms of this Agreement without the need for additional approval by the Court and without the necessity of first convening the Purchaser Meeting or first obtaining any vote of the Purchaser Shareholders respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as the Purchaser Board may determine is appropriate in the circumstances;

(d)

that, except as required by Law, the record date for the Purchaser Shareholders entitled to receive notice of and to vote at the Purchaser Meeting will not change in respect of or as a consequence of any adjournment or postponement of the Purchaser Meeting, unless required by Canadian Securities Laws;

(e)

that the requisite and sole approval of the Arrangement Resolution will be at least: (i) 66⅔% of the votes cast on the Arrangement Resolution by the Purchaser Shareholders present in person or represented by proxy at the Purchaser Meeting; and (ii) if applicable, a simple majority of the votes cast on the Arrangement Resolution by the Purchaser Shareholders present in person or by proxy at the Purchaser Meeting, after excluding the votes of persons whose votes must be excluded in accordance with MI 61-101;

(f)

that in all other respects, the terms, conditions and restrictions of the Purchaser’s constating documents, including quorum requirements and other matters shall apply with respect to the Purchaser Meeting and other matters, shall, unless varied by the Interim Order, apply with respect to the Purchaser Meeting;

(g)

that the Purchaser intends to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of Resulting Issuer Shares to be issued pursuant to the Arrangement, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to all persons entitled to receive Resulting Issuer Shares pursuant to the Arrangement;

(h)

for the grant of Dissent Rights to the Purchaser Shareholders who are registered holders of Purchaser Shares as contemplated in the Plan of Arrangement; and

(i)

for the notice requirements with respect to the presentation of the application to the Court for the Final Order,

(a)

Subject to the Company complying with Section 2.5(f), the Purchaser will, in consultation with the Company:

(i)

promptly prepare the Purchaser Circular together with any other documents required by the BCBCA and other applicable Laws in connection with the approval of the Arrangement Resolution by the Purchaser Shareholders at the Purchaser Meeting; and

(ii)

promptly after the later of (A) receipt of the Interim Order, and (B) the Company having obtained SEC Clearance with respect to the Company Proxy Statement, cause the Purchaser Circular and such other documents to be filed and sent to each Purchaser Shareholder as required by the Interim Order and applicable Law, in each case so as to permit the Purchaser Meeting to be held by the dated specified in Section 2.2(c), including any certificates that may be required in the event that the Purchaser implements abridged timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer of the CSA.

(b)

The Purchaser shall ensure that the Purchaser Circular complies in all material respects with applicable Laws, and, without limiting the generality of the foregoing, that the Purchaser Circular (including with respect to any information incorporated therein by reference) will not contain any material misrepresentation (other than in each case with respect to any information furnished by or on behalf of the Company) and will provide the Purchaser Shareholders with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Purchaser Meeting.

(c)

The Purchaser shall use commercially reasonable efforts to obtain any necessary consents from its auditor and any of its other advisors to the use of any financial, technical or other expert information required to be included in the Purchaser Circular and the Company Proxy Statement and to the identification in the Purchaser Circular and the Company Proxy Statement of each such advisor.

(d)

The Purchaser and the Company will cooperate in the preparation, filing and mailing of the Purchaser Circular. The Purchaser will provide legal counsel to the Company with a reasonable opportunity to review and comment on all drafts of the Purchaser Circular and other documents related thereto, prior to filing the Purchaser Circular with applicable Governmental Authorities and printing and mailing the Purchaser Circular to the Purchaser Shareholders and will give reasonable consideration to such comments.

(e)

The Purchaser Circular will include: (i) a statement that the Purchaser Board has unanimously determined that the Arrangement is fair to the Purchaser Shareholders, and is in the best interests of the Purchaser; (ii) the unanimous recommendation of the Purchaser Board that the Purchaser Shareholders vote in favour of the Arrangement Resolution and the rationale for that recommendation; (iii) a copy of the Purchaser Fairness Opinion; (iv) a statement that each of the Supporting Purchaser Shareholders has signed a Purchaser Support Agreement, pursuant to which, and subject to the terms thereof, they have agreed to, among other things, vote their Purchaser Shares in favour of the Arrangement Resolution; and (v) all statements that, in the reasonable judgment of the Parties and their

(f)

All information relating solely to the Company included in the Purchaser Circular shall be provided by the Company in accordance with this Section 2.5(f). The Company shall as soon as reasonably practicable after the date hereof provide the Purchaser with all information ‎regarding the Company, its affiliates and the Company Shares, including any pro forma ‎financial statements, as required by applicable Law and reasonably requested by the Purchaser in ‎writing for inclusion in the Purchaser Circular or in any amendments or supplements ‎to such Purchaser Circular. The Company shall ensure that such information does ‎not include any material misrepresentation concerning the Company and its affiliates.‎

(g)

The Purchaser shall keep the Company fully informed in a timely manner of any requests or comments made by the Canadian securities regulatory authorities or the TSXV in connection with the Purchaser Circular and/or the Purchaser Technical Report.

(h)

The Purchaser and the Company will each promptly notify the other if at any time before the Effective Date it becomes aware (in the case of the Purchaser only with respect to the Purchaser and in the case of the Company only with respect to the Company) that the Purchaser Circular or any other document referred to in Section 2.5(f) contains any material misrepresentation or otherwise requires any amendment or supplement and promptly deliver written notice to the other Party setting out full particulars thereof. In any such event, the Purchaser and the Company will cooperate with each other in the preparation, filing and dissemination of any required supplement or amendment to the Purchaser Circular or such other document, as the case may be, and any related news release or other document necessary or desirable in connection therewith.

(a)

Subject to the Purchaser complying with Section 2.6(f), the Company will, in consultation with the Purchaser:

(i)

promptly prepare the Company Proxy Statement together with any other documents required by all applicable Laws in connection with the Company Stockholder Approval at the Company Meeting; and

(ii)

as soon as reasonably practicable after the execution of this Agreement, file the Company Proxy Statement with the SEC, and, as promptly as reasonably practicable, and in any event on or before the fifth Business Day after the later of (A) obtaining SEC Clearance with respect to the Company Proxy Statement, and (B) receipt of the Interim Order, cause the Company Proxy Statement and such other documents to be filed and sent to the Company Stockholders in compliance with applicable Laws.

(b)

The Company shall ensure that the Company Proxy Statement complies in all material respects with applicable Laws, and, without limiting the generality of the foregoing, that the Company Proxy Statement (including with respect to any information incorporated therein by reference) will not contain any material misrepresentation (other than in each case with respect to any information furnished by or on behalf of the Purchaser) and will provide the Company Stockholders with information in sufficient detail to permit them to

(c)

The Company shall use commercially reasonable efforts to obtain any necessary consents from its auditor (if required) and any other advisors to the use of any financial, technical or other expert information required to be included in the Company Proxy Statement and the Purchaser Circular and to the identification in the Company Proxy Statement and the Purchaser Circular of each such advisor.

(d)

The Company and the Purchaser will cooperate in the preparation, filing and mailing of the Company Proxy Statement. The Company will provide legal counsel to the Purchaser with a reasonable opportunity to review and comment on all drafts of the Company Proxy Statement and other documents related thereto, including submissions of the Company provided in response to any comments of the SEC with respect to the Company Proxy Statement, prior to filing the Company Proxy Statement with applicable Governmental Authorities, responding to any comments of the SEC with respect thereto and printing and mailing the Company Proxy Statement to the Company Stockholders and will give reasonable consideration to such comments.

(e)

The Company Proxy Statement will include: (i) a statement that the Company Board has unanimously determined that the Arrangement is in the best interests of the Company and the Company Stockholders; (ii) the unanimous recommendation of the Company Board that the Company Stockholders vote in favour of the Company Stockholder Approval and the rationale for that recommendation; and (iii) a statement that each of the Supporting Company Stockholders has signed a Company Support Agreement, pursuant to which, and subject to the terms thereof, they have agreed to, among other things, vote their Company Shares in favour of the Company Stockholder Approval.

(f)

All information relating solely to the Purchaser included in the Company Proxy Statement shall be provided by the Purchaser in accordance with this Section 2.6(f). The Purchaser shall as soon as practicable after the date hereof provide the Company with all such information regarding the Purchaser, its affiliates and the Resulting Issuer Shares as required by applicable Law and reasonably requested by the Company in writing for inclusion in the Company Proxy Statement or in any amendments or supplements ‎to such Company Proxy Statement. The Purchaser shall ensure that such information does not include any material misrepresentation concerning the Purchaser and its affiliates.

(g)

The Company shall keep the Purchaser fully informed in a timely manner of any requests or comments made by the SEC or the NYSE American in connection with the Company Proxy Statement.

(h)

The Company shall use commercially reasonable efforts to respond promptly to any comments of the SEC or its staff with respect to the Company Proxy Statement. The Company will advise the Purchaser promptly after it receives any request by the SEC for amendment of the Company Proxy Statement or comments thereon and responses thereto or any request by the SEC for additional information in connection with the Company Proxy Statement.

(i)

The Company and the Purchaser will each promptly notify the other if at any time before the Effective Date it becomes aware (in the case of the Company only with respect to the Company and in the case of the Purchaser only with respect to the Purchaser) that the

(a)

The closing (the “Closing”) of the Transactions contemplated hereby, including the Merger and the Arrangement, will take place remotely by electronic exchange of documents on the

(b)

On the Effective Date agreed to by the Parties pursuant to Section 2.9(a), the Company shall prepare and cause to be filed with the office of the Secretary of State of the State of Colorado a statement of merger (the “Statement of Merger”) executed in accordance with the relevant provisions of the CCAA containing the Effective Date and Effective Time, and shall make all other filings required under the CCAA to effect the Merger, including but not limited to the filing with the Secretary of State of the State of Colorado on the Effective Date after the Effective Time of the amended and restated articles of incorporation of the Surviving Corporation set forth in Schedule C hereto.

(c)

The Purchaser shall file any Arrangement Filings with the Registrar as soon as practicable after the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions set out in Article 7 (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date), unless another time or date is agreed to in writing by the Parties.

(a)

Upon the reasonable request from time to time of the Purchaser, the Company will provide the Purchaser with lists (in both written and electronic form) of: (i) the registered Company Stockholders, together with their addresses and respective holdings of Company Shares; (ii) the names and addresses and holdings of all persons having rights (including Company Convertible Securityholders) issued or granted by the Company to acquire Company Shares; and (iii) non-objecting beneficial owners of Company Shares and participants in book-based nominee registers (such as CDS & Co.), together with their addresses and respective holdings of Company Shares. The Company will from time to time require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or additional lists of Company Stockholders, information regarding beneficial ownership of Company Shares and such other assistance as the Purchaser may reasonably request.

(b)

Upon the reasonable request from time to time of the Company, the Purchaser will provide the Company with lists (in both written and electronic form) of: (i) the registered Purchaser Shareholders, together with their addresses and respective holdings of Purchaser Shares; and (ii) non-objecting beneficial owners of Purchaser Shares and participants in book-based nominee registers (such as CDS & Co.), together with their addresses and respective holdings of Purchaser Shares. The Purchaser will from time to time require that its registrar and transfer agent furnish the Company with such additional information, including updated or additional lists of Purchaser Shareholders, information regarding beneficial ownership of Purchaser Shares and such other assistance as the Company may reasonably request.

(a)

In accordance with the Plan of Arrangement, at the Effective Time, following the Consolidation:

(i)

(A) the Purchaser Sub will merge with and into the Company; (B) the separate corporate existence of the Purchaser Sub will cease, (C) the Company will continue

(ii)

each issued and outstanding Company Share (other than any Company Shares held by the Resulting Issuer or the Company) will be deemed to have been transferred to, and acquired by the Resulting Issuer, without any act or formality on the part of the holder of such Company Share or the Resulting Issuer, free and clear of all Liens, claims and encumbrances, in exchange for such number of Resulting Issuer Shares equal to the product of: (A) the number of Company Shares multiplied by (B) the Exchange Ratio, provided that the aggregate number of Resulting Issuer Shares payable to any Company Stockholder, if calculated to include a fraction of a Resulting Issuer Share, will be rounded up to the nearest whole Resulting Issuer Share, and the name of each such Company Stockholder will be removed from the register of holders of Company Shares and added to the register of holders of Resulting Issuer Shares, and the Resulting Issuer will be recorded as the registered holder of such Company Shares so exchanged and will be deemed to be the legal and beneficial owner thereof;

(iii)

each share of common stock of the Purchaser Sub issued and outstanding will automatically be cancelled and retired and will cease to exist, and no consideration will be delivered in exchange therefor;

(iv)

each issued Company Share that is owned by the Resulting Issuer or the Company (as treasury stock or otherwise) or any of their respective direct or indirect wholly owned subsidiaries shall be converted into and become one newly issued, fully paid, and non-assessable share of common stock of the Surviving Corporation with the same rights, powers, and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation;

(v)

each Company Option that is then outstanding shall automatically and without any required action on the part of the holder thereof be assumed by the Resulting Issuer (each, an “Assumed Option”). Each Assumed Option shall continue to have and be subject to substantially the same terms and conditions as were applicable to such Assumed Option immediately prior to the Effective Time (other than terms that are rendered inoperative by reason of the Merger), except that each Assumed Option shall cover a number of Resulting Issuer Shares equal to the product of (A) the total number of Company Shares underlying such Company Option immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio (rounded down to the nearest whole share), and shall have an exercise price per share equal to (x) the exercise price per share of the Company Option immediately prior the Effective Time divided by (y) the Exchange Ratio (rounded up to the nearest penny);

(vi)

each Company RSU that is then outstanding shall automatically and without any required action on the part of the holder thereof be assumed by the Resulting Issuer (each, an “Assumed RSU”). Each Assumed RSU shall cover a number of Resulting Issuer Shares equal to the product of (A) the total number of Company Shares covered by such Company RSU immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio (rounded down to the nearest whole share). Each Assumed RSU shall be subject to substantially the same vesting terms and conditions as applied to the Assumed RSU immediately prior to the Effective Time (adjusted for any right to accelerated vesting that may apply after the Effective Time under any Company equity plan, employment agreement, or Company severance plan that may be applicable), shall be settled at the same time and under the same terms and conditions as were in effect immediately prior the Effective Time, and shall continue to have and be subject to substantially the same other terms and conditions as were applicable to such Assumed RSU immediately before the Effective Time (other than terms that are rendered inoperative by reason of the Merger);

(vii)

each Company DSU that is then outstanding shall automatically and without any required action on the part of the holder thereof be assumed by the Resulting Issuer (each, an “Assumed DSU”). Each Assumed DSU shall cover a number of Resulting Issuer Shares equal to the product of (A) the total number of Company Shares covered by such Company DSU immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio (rounded down to the nearest whole share). Each Assumed DSU shall be settled at the same time and under the same terms and conditions as were in effect immediately prior to the Effective Time, and shall continue to have and be subject to substantially the same other terms and conditions as were applicable to such Assumed DSU immediately before the Effective Time (other than terms that are rendered inoperative by reason of the Merger);

(viii)

each Company PSU that is then outstanding shall automatically and without any required action on the part of the holder thereof, be assumed by the Resulting Issuer (each, an “Assumed PSU”). Each Assumed PSU shall be converted into a time-vested restricted stock unit covering a number of Resulting Issuer Shares equal to (A) the number of Company Shares eligible to vest under the Company PSU based on performance measured through the Effective Time calculated in accordance with the terms of the applicable governing documents (e.g. based on the attainment

(b)

Prior to the Effective Date:

(i)

the Company shall adopt any resolutions and take any actions which are necessary to effectuate the provisions of this Section 2.14 pursuant to the Merger, including the resolutions of the committee contemplated under Section 5.4 of the Company Equity incentive Plan and the resolution of the committee to cancel the Company Convertible Securities in exchange for the Assumed Awards pursuant to Section 4.2 of the Company Equity Incentive Plan; and

(ii)

the Purchaser shall take all actions as are necessary or desirable to implement the assumption of the Assumed Awards contemplated by this Section 2.14 pursuant to the Merger. Without limiting the generality of the foregoing, the Purchaser shall reserve for issuance by the Resulting Issuer a number of authorized but unissued Resulting Issuer Shares for delivery upon exercise or settlement of the Assumed Awards.

(a)

The Parties agree that the Arrangement will be carried out with the intention that, and will use their commercially reasonable best efforts to ensure that, all Resulting Issuer Shares issued pursuant to Arrangement will be issued by the Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder and pursuant to exemptions from applicable state securities laws. To ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis:

(i)

the Arrangement will be subject to the approval of the Court, including an affirmative determination of procedural and substantive fairness;

(ii)

the Court will be advised prior to the hearing to approve the Interim Order that the Parties intend to rely on the exemption under Section 3(a)(10) of the U.S. Securities Act and that its approval of the Arrangement will be relied upon as a determination that the Court has satisfied itself as to the procedural and substantive fairness of the terms and conditions of the Arrangement to all persons who are entitled to receive Resulting Issuer Shares pursuant to the Arrangement;

(iii)

prior to the issuance of the Interim Order, the Purchaser will file with the Court a draft copy of the proposed text of the Purchaser Circular together with any other documents required by Laws in connection with the Purchaser Meeting and a draft copy of the proposed text of the Company Proxy Statement together with any other documents required by Laws in connection with the Company Meeting;

(iv)

the Court will hold a hearing before approving the substantive and procedural fairness of the terms and conditions of the Arrangement;

(v)

the hearing of the Court to give approval of the Arrangement must be open to any persons to whom securities will be issued under the Arrangement and there will not be any improper impediments to the appearance by those persons at the hearing;

(vi)

the Company will ensure that each person entitled to receive Resulting Issuer Shares 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;

(vii)

each person entitled to receive Resulting Issuer Shares will be advised that the Resulting Issuer Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Purchaser in reliance on the exemption under Section 3(a)(10) of the U.S. Securities Act and that certain restrictions on resale under the U.S. Securities Laws, including, as applicable, Rule 144 under the U.S. Securities Act, may be applicable with respect to securities issued to affiliates of the Purchaser and persons who have been affiliates of the Purchaser within 90 days of the Effective Date;

(viii)

the Final Order will expressly state that the Arrangement serves as a basis of a claim to the exemption under Section 3(a)(10) of the U.S. Securities Act from the registration requirements otherwise imposed by the U.S. Securities Act regarding the distribution of securities pursuant to the Plan of Arrangement and is approved by the Court as being substantively and procedurally fair to all persons entitled to receive Resulting Issuer Shares pursuant to the Arrangement;

(ix)

the Interim Order will specify that each person entitled to receive Resulting Issuer Shares will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as they enter an appearance within a reasonable time and in accordance with the requirements of Section 3(a)(10) under the U.S. Securities Act; and

(x)

the Final Order shall 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 offer, issuance and distribution of securities of the Purchaser pursuant to or in connection with the Plan of Arrangement.”

(b)

In the event that despite the Parties’ commercially reasonable best efforts, the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10)

(a)

Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Purchaser Shares shall have been changed into a different number of shares by reason of reclassification, sub-division, split, consolidation, stock dividend or distribution upon the issued and outstanding Purchaser Shares, or the Purchaser shall make any rights offering to the holders of the

(b)

If, between the date of this Agreement and the Effective Time, the Company declares, sets aside or pays any dividend or other distribution to all Company Stockholders of record as of a time prior to the Effective Time, the Purchaser shall make such adjustments to the Arrangement and the Exchange Ratio as it determines, acting in good faith, to be necessary to restore the original agreement of the parties in the circumstances.

(a)

Corporate Existence, Power and Registration. Each of the Purchaser and its subsidiaries (including the Purchaser Sub) has been duly incorporated and is a valid and subsisting corporation in good standing under the laws of its jurisdiction of incorporation, with all requisite corporate power and authority to conduct its business as now conducted or currently proposed to be conducted and to own or lease its property and assets, other than, in the case of the Purchaser’s subsidiaries, where the failure to be so organized or to have such power, authority or standing would not reasonably be expect to have, individually or in the aggregate, a Purchaser Material Adverse Effect. Each of the Purchaser and its subsidiaries is duly qualified, licensed, or registered to transact business in each jurisdiction where such qualification, license or registration is necessary, whether by reason of the ownership or leasing of property or the conduct of business, other than where the failure to qualify, license or register would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect. No acts or proceedings have been taken or instituted, are pending or, to the knowledge of the Purchaser, have been threatened, in any such jurisdiction to dissolve or liquidate the Purchaser or any of its subsidiaries, or to revoke, limit or curtail such power and authority of the Purchaser or any of its subsidiaries, other than, in the case of the Purchaser’s subsidiaries, where the failure to be so organized or to have such power, authority or standing would not reasonably be expect to have, individually or in the aggregate, a Purchaser Material Adverse Effect.

(b)

Subsidiaries and Investments. The Purchaser does not have any subsidiaries other than the subsidiaries as set out in Section 3.1(b) of the Purchaser Disclosure Letter. Section 3.1(b) of the Purchaser Disclosure Letter accurately sets out the name and jurisdiction of each subsidiary and the percentage owned directly or indirectly by the Purchaser, and all such shares owned by the Purchaser are legally and beneficially owned by the Purchaser, free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever, other than as disclosed in Section 3.1(b) of the Purchaser Disclosure Letter. All of the outstanding shares of the subsidiaries of the Purchaser have been duly authorized and validly issued and are outstanding as fully paid and non-assessable shares (or the equivalent legal concept in another jurisdiction) and, except pursuant to this Agreement or as otherwise disclosed in Section 3.1(b) of the Purchaser Disclosure Letter, no person has any right, agreement or option for the purchase from the Purchaser, of any interest in any of shares owned by the Purchaser nor, to the knowledge of the Purchaser, for the issue or allotment of any unissued shares in the capital of any of the subsidiaries of the Purchaser or any other security convertible into or exchangeable for any such shares. None of the subsidiaries of the Purchaser has any other outstanding agreement, subscription, warrant, option, right or commitment (nor has it granted any right or privilege capable of becoming an agreement, subscription, warrant, option, right or commitment) obligating it to issue or sell any securities of such subsidiary, including any security or obligation of any kind convertible into or exchangeable or

(c)

Shareholder and Similar Agreements. Neither the Purchaser nor any of its subsidiaries is a party to any shareholder, partnership, policy, voting trust or similar agreement relating to any of the issued and outstanding securities or equity interests of the Purchaser or any of its subsidiaries, nor is the Purchaser aware of any agreement which affects the voting control of any of the securities of the Purchaser or any of its subsidiaries.

(d)

Significant Shareholders. To the knowledge of the Purchaser, except as set out in Section 3.1(d) of the Purchaser Disclosure Letter, ‎no person beneficially owns, or exercises control or direction over, directly or indirectly, 10% or more of the outstanding Purchaser Shares.

(e)

Corporate Books and Records. The minute books of the Purchaser and its subsidiaries made available to the Company in connection with its due diligence investigations of the Purchaser for the period of examinations thereof, are all of the minute books of the Purchaser and its subsidiaries for such period. The minute books and records of the Purchaser and its subsidiaries have been maintained in material compliance with applicable Laws, rules and regulations, and the Purchaser Diligence Information includes complete and correct copies of the constating documents of each of the Purchaser and its subsidiaries and contains substantially complete and accurate records of all meetings and other corporate actions of the Purchaser Board and the board of directors of each of its subsidiaries, and the respective committees thereof.

(f)

Capitalization.

(i)

As of the close of business on the Business Day prior to the date of this Agreement, the authorized capital of the Purchaser consists of an unlimited number of Purchaser Shares, of which 293,673,205 Purchaser Shares were issued and outstanding.

(ii)

All issued and outstanding Purchaser Shares have been duly authorized, are validly issued and outstanding, and are fully paid and non-assessable. No securities issued by the Purchaser from the date of its incorporation to the date hereof were issued in violation of any pre-emptive rights or similar privileges. There are no dividends which have accrued or been declared but are unpaid on the Purchaser Shares. All securities of the Purchaser have been issued in accordance with the provisions of applicable Canadian Securities Laws. There are no plans to amend the constating documents of the Purchaser or any subsidiary, other than as may be required in connection with the Plan of Arrangement. No person currently possesses any pre-emptive rights in respect of any issued and outstanding securities or equity interests of the Purchaser or any subsidiary.

(g)

Convertible Securities. Other than as set forth in Section 3.1(g) of the Purchaser Disclosure Letter, the only convertible securities of the Purchaser that are outstanding are Purchaser Options to purchase an aggregate of 6,287,500 Purchaser Shares and Purchaser Warrants to purchase an aggregate of 59,379,001 Purchaser Shares. Except as set out in this Section 3.1(g), there are no outstanding: (A) Purchaser Convertible Securities or securities, notes or instruments convertible into or exercisable for any equity interests of the Purchaser or

(h)

Rights.

(i)

Neither the Purchaser nor any of subsidiaries have granted anti-dilution rights to any person or entity in connection with any outstanding option, warrant, subscription or any other instrument convertible or exercisable for the securities of the Purchaser or any of its subsidiaries.

(ii)

There are no outstanding rights which permit the holder thereof to cause the Purchaser or any of its subsidiaries to file a prospectus or registration statement under Canadian Securities Laws or other applicable Laws or which permit the holder thereof to include securities of the Purchaser or any of its subsidiaries in a prospectus or registration statement filed by the Purchaser or any of its subsidiaries under Canadian Securities Laws or other applicable Laws, and there are no outstanding agreements or other commitments which otherwise relate to the registration or qualification of any securities of the Purchaser or any of its subsidiaries for sale or distribution in any jurisdiction.

(i)

Public Disclosure.

(i)

The Purchaser has filed all documents and information required to be filed by it under Canadian Securities Laws. Each of the documents in the Purchaser Public Disclosure Record is in compliance as to both form and content in all material respects with Canadian Securities Laws or other applicable Laws and does not contain any misrepresentation. The Purchaser Public Disclosure Record collectively constitutes full, true and plain disclosure of all material facts relating to the Purchaser and, except as may have been corrected by subsequent disclosure, does not contain any misrepresentation at the time such disclosure was made. There is no fact of specific application to the Purchaser known to the Purchaser which the Purchaser has not already disclosed in the Purchaser Public Disclosure Record which materially adversely affects, or so far as the Purchaser can reasonably foresee, could materially adversely affect, the assets, Liabilities, affairs, business, capital, condition (financial or otherwise), operations or prospects of the

(ii)

The Purchaser has at all times complied in all material respects with its obligations to make timely disclosure of material changes and there is no material fact or change concerning the Purchaser required to be disclosed under Canadian Securities Laws which has not been disclosed in the Purchaser Public Disclosure Record on or before the date hereof. The Purchaser has not filed any confidential material change report with any securities regulator as of the date hereof that remains confidential. The Purchaser is not subject to a continuous disclosure review with any stock exchange or securities regulator, nor are there any outstanding unresolved comments from any such stock exchange or securities regulator in respect of the technical disclosure included in the Purchaser Public Disclosure Record.

(j)

Resulting Issuer Shares. The Resulting Issuer Shares will, when issued in accordance with the terms of the Plan of Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

(k)

No Cease Trade Order. No order preventing, ceasing or suspending trading in any securities of the Purchaser or any subsidiary or prohibiting the issue and sale of securities by the Purchaser or any subsidiary has been issued and no proceeding or investigation for such purposes has been instituted or are pending, contemplated or threatened.

(l)

Reporting Issuer Status, TSXV Listing. The Purchaser is a “reporting issuer” (within the meaning of Canadian Securities Laws) in each of British Columbia, Alberta, Ontario and Québec, and other than as noted in the list of reporting issuers or defaulting issuers as maintained by the securities regulators, the Purchaser is not in default of any material requirement of any Canadian Securities Laws. The Purchaser Shares are listed and posted for trading on the TSXV and the OTCQX and no other securities of the Purchaser or its subsidiaries are listed for trading on any other stock exchange. Neither the Purchaser nor its subsidiaries have taken any action which would be reasonably expected to result in the delisting or suspension of the Purchaser Shares on or from the TSXV or OTCQX and the Purchaser is in compliance in all material respects with the rules and regulations of the TSXV and OTCQX. Trading in the Purchaser Shares on the TSXV and OTCQX is not currently halted or suspended. No delisting, suspension of trading or cease trading order with respect to any securities of the Purchaser is pending or, to the knowledge of the Purchaser, threatened. To the knowledge of the Purchaser, no inquiry, review or investigation (formal or informal) of the Purchaser by any securities commission or similar regulatory authority under applicable Canadian Securities Laws or the TSXV or OTCQX is in effect or ongoing or expected to be implemented or undertaken. None of the subsidiaries are subject to any continuous or periodic, or other disclosure requirements under any securities laws in any jurisdiction. Except as set out above, the Purchaser is not subject to continuous disclosure or other public reporting requirements under any Canadian Securities Laws or, to the knowledge of the Purchaser, any U.S. Securities Laws or other securities Laws. The Purchaser 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 and OTCQX. The documents and information comprising the Purchaser Public Disclosure Record, as at the respective dates they were filed, were in compliance in all material respects with applicable Canadian Securities Laws (except as noted in the list of reporting issuers or defaulting issuers as maintained by the Canadian securities regulators)

(m)

Controls and Procedures. The Purchaser and its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with the general or specific authorization of management and directors of the Purchaser; (ii) transactions are recorded as necessary to permit the preparation of consolidated financial statements for the Purchaser in conformity with IFRS and to maintain asset accountability; (iii) access to assets of the Purchaser and the subsidiaries is permitted only in accordance with the general or specific authorization of management and directors of the Purchaser; (iv) the recorded accountability for assets of the Purchaser and the subsidiaries is compared with the existing assets of the Purchaser and the subsidiaries at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the unauthorized acquisition, use or disposition of the assets of the Purchaser or any subsidiary that could have a material effect on the Purchaser’s interim or annual financial statements is prevented or detected in a timely manner.

(n)

Accounting Policies. There has been no material change in accounting policies or practices of the Purchaser since December 31, 2024, other than as required by IFRS and as disclosed in the Purchaser Financial Statements.

(o)

Independent Auditors. Davidson & Company LLP, Chartered Professional Accountants, the Purchaser’s current auditors who reported on and audited the Purchaser Annual Financial Statements, are independent public accountants as required by Canadian Securities Laws. There has not been any “reportable event” (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations of the CSA) between the Purchaser and Davidson & Company LLP.

(p)

Audit Committee. The Audit Committee of the Purchaser Board is comprised and operated in accordance with the requirements of National Instrument 52-110 – Audit Committees of the CSA.

(q)

Transfer Agent. Computershare Investor Services Inc. at its principal office in Vancouver, British Columbia has been duly appointed as the registrar and transfer agent in respect of the Purchaser Shares.

(r)

Insolvency.

(i)

Neither the Purchaser nor any of its subsidiaries is an “insolvent person” or has committed an “act of bankruptcy” within the meaning of the Bankruptcy and Insolvency Act (Canada) or has sought similar protection before any court or pursuant to any similar legislation, has proposed a compromise or arrangement to its creditors generally, has taken any similar act or undertaken or become subject to a similar proceeding with respect to a compromise or arrangement, has made any assignment for the benefit of its creditors, or has had any person holding any Lien or receiver take possession of any of the property thereof.

(ii)

No administrator, administrative receiver or any other receiver, receiver-manager or manager has been appointed or, to the Purchaser’s knowledge, threatened to be appointed by any person in respect of the Purchaser or any of its subsidiaries or all or any of their respective assets and, to the knowledge of the Purchaser, no steps have been taken to initiate any such appointment. No analogous appointments have been made or initiated under any Laws applying to the Purchaser or any of its subsidiaries.

(iii)

No order has been made, no resolution has been passed and no petition has been filed or, to the Purchaser’s knowledge, threatened against the Purchaser or any of its subsidiaries for the winding up, dissolution or liquidation of the Purchaser or any of its subsidiaries or for a provisional liquidator to be appointed in respect of the Purchaser or any of its subsidiaries, and no petition has been presented or, to the Purchaser’s knowledge, threatened and no meeting of the Purchaser Board, the Purchaser Shareholders, or a similar group or person with respect to the Purchaser’s subsidiaries has been convened for the purpose of the winding up, dissolving or liquidating the Purchaser or any of its subsidiaries. Neither the Purchaser nor any of its subsidiaries has become subject to analogous proceedings under any Laws.

(s)

Financial Statements. Each of the Purchaser Financial Statements as contained in the Purchaser Public Disclosure Record: (i) comply as to form in all material respects with the requirements of Canadian Securities Laws; (ii) present fairly, in all material respects, the financial position of the Purchaser and its subsidiaries on a consolidated basis as of the dates thereof and the results of operations, cash flows and shareholders’ equity as of and for each of the periods then ended; (iii) were prepared in accordance with IFRS in effect from time to time applied on a consistent basis throughout the periods involved, in each case, except, in the case of any unaudited financial statements, for the absence of normal period end adjustments, none of which are material, individually or in the aggregate; and (iv) contain and reflect adequate provision or allowance for all reasonably anticipated Liabilities, expenses and losses of the Purchaser, on a consolidated basis, in accordance with IFRS. The Purchaser does not intend to correct or restate, nor, to the knowledge of the Purchaser is there any basis for any correction or restatement of, any aspect of any of the Purchaser Financial Statements. Neither the Purchaser nor any of its subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Purchaser or any of its subsidiaries, in the published financial statements of the Purchaser or the Purchaser Public Disclosure Record.

(t)

Liabilities and Indebtedness. Except to the extent reflected or disclosed in the Purchaser Financial Statements and as set out in Section 3.1(t) of the Purchaser Disclosure Letter, neither the Purchaser nor any of its subsidiaries has any material Liabilities of any nature (whether accrued, absolute, contingent or otherwise), or any obligation to issue any debt securities, or guarantee, endorse or otherwise become responsible for, the obligations of any other person required to be reflected or disclosed therein. In addition, except to the extent reflected or disclosed in the Purchaser Financial Statements and as set out in Section 3.1(t) of the Purchaser Disclosure Letter, none of the Purchaser and its subsidiaries has any Contract, agreement or other arrangement (whether oral or written) still in force under each of which the Purchaser or (as the case may be) the subsidiary has an obligation to pay (whether before or after the Effective Date) in excess of US$100,000, whether in cash or

(u)

Off-Balance Sheet Arrangements and Liabilities. There are no material off-balance sheet transactions, arrangements or obligations (including contingent obligations) of the Purchaser or any subsidiary which are required to be disclosed and are not disclosed or reflected in the Purchaser Financial Statements and the Purchaser and its subsidiaries do not have any material Liabilities, obligations, indebtedness or commitments, whether accrued, absolute, contingent, or otherwise, which are not disclosed or referred to in the Purchaser Financial Statements.

(v)

Financial Books and Records. The financial books, records and accounts of the Purchaser and each of its subsidiaries, in all material respects: (i) have been maintained in accordance with accounting principles generally accepted in the jurisdiction of incorporation of each such entity on a basis consistent with prior years; (ii) are stated in reasonable detail and accurately and fairly reflect the material transactions and dispositions of the assets of the Purchaser and its subsidiaries; and (iii) accurately and fairly reflect the basis for the Purchaser Financial Statements.

(w)

Litigation. Except as set out in Section 3.1(w) of the Purchaser Disclosure Letter, there is no action, suit, proceeding, judgment, Claim, inquiry or investigation (including any Claim by indigenous persons) existing, pending or, to the knowledge of the Purchaser after due inquiry, threatened against any of the property or assets of the Purchaser or any of its subsidiaries, at law or equity, or before any court, federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which may in any way materially adversely affect the assets, Liabilities (contingent or otherwise), affairs, business, capital, condition (financial or otherwise), operations or prospects of the Purchaser or any of its subsidiaries or their ability to perform their respective obligations, and, to the knowledge of the Purchaser, there is no basis for the assertion of any of the foregoing. Neither the Purchaser nor any of its subsidiaries is subject to any judgment, order, writ, injunction, decree, award, rule, policy or regulation of any Governmental Authority, which either individually or in the aggregate, may result in a Purchaser Material Adverse Effect or adversely affect the ability of the Purchaser to perform its obligations hereunder. There is no legal or regulatory action or proceeding pending or, to the knowledge of the Purchaser, threatened, which could enjoin, restrict or prohibit the Purchaser from performing its obligations hereunder.

(x)

Taxes.

(i)

All Returns required to be filed with respect to the income, operations, business or assets of the Purchaser and its subsidiaries have been filed in a timely manner (or appropriate extensions have been obtained) with the appropriate Governmental Authority in all jurisdictions in which such Returns are required to be filed, and all of the foregoing as filed are, in all material respects, correct, complete and reflect accurately all Liability for Taxes of the Purchaser and its subsidiaries for the periods to which such Returns relate, and all amounts shown as owing thereon have been paid or are being contested in good faith; the Purchaser and its subsidiaries have made provision in the Purchaser Financial Statements for appropriate amounts in respect of any Taxes that are reasonably likely to be assessed in accordance with IFRS, and paid and discharged all obligations (other

(ii)

Except as set out in Section 3.1(x)(ii) of the Purchaser Disclosure Letter, the Purchaser is not aware of any Tax deficiencies or interest or penalties accrued or accruing, or alleged to be accrued or accruing, thereon and there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any Return by the Purchaser or any of its subsidiaries or the payment of any material Tax, governmental charge, penalty, interest or fine against any of them.

(iii)

Except as set out in Section 3.1(x)(iii) of the Purchaser Disclosure Letter, there are no material actions, suits, proceedings, investigations or Claims now ongoing or, to the best knowledge of the Purchaser, threatened or pending against the Purchaser or any of its subsidiaries which could result in a material Liability in respect of Taxes, charges or levies of any Governmental Authority, penalties, interest, fines, assessments or reassessments or any matters under discussion with any Governmental Authority relating to Taxes, governmental charges, penalties, interest, fines, assessments or reassessments asserted by any Governmental Authority.

(iv)

For any transactions between the Purchaser or any of its subsidiaries and any person who is not resident in Canada for purposes of the Tax Act with whom the Purchaser or such subsidiary was not dealing at arm’s length for purposes of the Tax Act, the Purchaser or such subsidiary has made or obtained records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act (or equivalent provisions of any other applicable legislation).

(v)

No circumstances exist or may reasonably be expected to arise as a result of matters existing before the Effective Date that may result in the Purchaser or any of its subsidiaries being subject to the application of section 160 of the Tax Act (or equivalent provisions of any other applicable legislation).

(vi)

None of sections 15, 78, 79 or 80 to 80.04 of the Tax Act (or equivalent provisions of any other applicable legislation) have applied to the Purchaser or any of its subsidiaries, and there are no circumstances existing which could reasonably be expected to result in the application of sections 15, 78, 79 or 80 to 80.04 of the Tax Act (or equivalent provisions of any other applicable legislation) to the Purchaser or any of its subsidiaries.

(vii)

There are no circumstances which exist and would result in, or which have existed and resulted in, section 17 of the Tax Act applying to the Purchaser or to any of its subsidiaries. Neither the Purchaser nor any of its subsidiaries is obligated to make any payments or is a party to any agreement under which it could be obligated to make any payment that will not be deductible in computing its income under the Tax Act by virtue of section 67 of the Tax Act.

(viii)

Neither the Purchaser nor any of its subsidiaries is a party to any agreement, understanding or arrangement relating to the allocation or sharing of Taxes (excluding customary commercial agreements entered into in the ordinary course of business the primary subject of which is not Taxes).

(ix)

For the purposes of the Tax Act, any applicable Tax treaty and any other relevant Tax purpose (i) the Purchaser is resident in, and is not a non-resident of, Canada, and is a “taxable Canadian corporation”; and (ii) each of its subsidiaries is resident in the jurisdiction in which it was formed, is not a resident in any other country, and if resident in Canada and is a corporation, is a “taxable Canadian corporation”.

(x)

At no time during the past 60-month period have the Purchaser Shares derived more than 50% of their fair market value from one or any combination of (i) real or immovable property situated in Canada, (ii) “Canadian resource properties” (as defined in the Tax Act), (iii) “timber resource properties” (as defined in the Tax Act) and (iv) options in respect of, or interests in, or for civil law rights in, the properties set out in (i) through (iii), whether or not the property exists

(xi)

No claim has ever been made by a Governmental Authority in respect of Taxes in a jurisdiction where neither the Purchaser nor any of its subsidiaries files Returns that the Purchaser or such subsidiary is or may be subject to Tax by that jurisdiction. Neither the Purchaser nor any of its subsidiaries carries on business in a jurisdiction in which it does not file a Return.

(xii)

Neither the Purchaser nor any of its subsidiaries has applied for any subsidies to which it was not entitled under the Canada Emergency Wage Subsidy, Tourism and Hospitality Recovery Program, Hardest-Hit Business Recovery Program or Canada Emergency Rent Subsidy, in each case as provided for under section 125.7 of the Tax Act, or any analogous or similar COVID-19 relief measures enacted by any Governmental Authority.

(xiii)

Neither the Purchaser nor any of its subsidiaries has entered into any “reportable transaction”, as defined in subsection 237.3(1) of the Tax Act, or any “notifiable transaction”, as defined in subsection 237.4(1) of the Tax Act.

(xiv)

Except as set out in Section 3.1(x)(xiv) of the Purchaser Disclosure Letter, there are no liens for unpaid Taxes (other than permitted encumbrances or in respect of Taxes not yet due and payable) upon any of the assets of the Purchaser or any of its subsidiaries.

(xv)

The Purchaser and each of its subsidiaries has withheld or collected all amounts required to be withheld or collected by it on account of Taxes and has remitted all such amounts to the appropriate Governmental Authority when required by Law to do so, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to result in a Purchaser Material Adverse Effect.

(xvi)

There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes due from the Purchaser or any of its subsidiaries for any taxable period and no request for any such waiver or extension is currently outstanding or pending.

(xvii)

Each of the Purchaser and its subsidiaries has provided the Company with true, correct and complete copies of all material Tax Returns, examination reports and statements of deficiencies, if any, for the most recently completed taxable period, or transactions consummated, prior to the date of this Agreement for which the applicable normal reassessment period or other standard statutory period of limitations has not expired, in respect of the Purchaser.

(xviii)

Neither the Purchaser nor any of its subsidiaries has a permanent establishment (within the meaning of the applicable Tax treaty) or otherwise have an office or fixed place of business in a country other than the country it is organized.

(xix)

Neither the Purchaser nor any of its subsidiaries has taken or agreed to take any action that would prevent the Arrangement from constituting a reorganization qualifying under Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code.

(xx)

Neither the Purchaser nor any of its subsidiaries is aware of any agreement, plan or other circumstance that would prevent the Arrangement from qualifying as a reorganization under Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code.

(y)

Interests of Officers, Directors and Other Affiliates. Other than as disclosed in the Purchaser Public Disclosure Record, none of the directors, officers, employees, consultants or advisors of the Purchaser or any subsidiary, any known holder of more than 10% of any class of shares of the Purchaser, or any known associate or affiliate of any of the foregoing persons, has had any material interest, direct or indirect, in any previous transaction or any proposed transaction with the Purchaser which, as the case may be, materially affected, is material to or will materially affect the Purchaser.

(z)

Directors and Officers. To the knowledge of the Purchaser, none of the directors or officers of the Purchaser are now, or have ever been, subject to an order or ruling of any Governmental Authority prohibiting such individual from acting as a director or officer of a public company or of a company listed on a particular stock exchange.

(aa)

Non-Arm’s Length Transactions. Except as disclosed in the Purchaser Public Disclosure Record, neither the Purchaser nor any of its subsidiaries owes any amount to, nor has it made any present loans to, or borrowed any amount from or is otherwise indebted to, any officer, director, employee, agent, insider or securityholder of the Purchaser or any of its subsidiaries, any person which is an affiliate or associate of any of the foregoing persons or any persons not dealing at arm’s length with the Purchaser or any subsidiary, except for usual employee compensation, reimbursements and benefits paid or other advances of funds in the ordinary and normal course of the business of the Purchaser. Except usual employee or consulting arrangements made in the ordinary and normal course of business or as disclosed in the Purchaser Public Disclosure Record, neither the Purchaser nor any subsidiary is a party to any Contract, agreement or understanding with any officer, director, employee, agent, insider, securityholder of the Purchaser or any of its subsidiaries, any person which is an affiliate or associate of any of the foregoing persons or any other person not dealing at arm’s length with the Purchaser. No officer, director or employee of the Purchaser and no person which is an affiliate or associate of any of the foregoing persons, owns, directly or indirectly, any interest (except for equity securities as disclosed in the Purchaser Public Disclosure Record) in, or is an officer, director, employee or consultant of, any person which is, or is engaged in, a business competitive with the business of the Purchaser which could adversely affect the ability to properly perform the services to be

(bb)

Non-Contravention. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby do not and will not:

(i)

violate, contravene, conflict with, constitute a default, create a state of facts which after notice or lapse of time or both would constitute a default or require any consent to be obtained under any provisions of: (A) any resolutions of the Purchaser Board (or any committee thereof) or shareholders, (B) the constating documents of the Purchaser or any of its subsidiaries, (C) any shareholders’ agreement or rights plan, (D) any other Contract, agreement or understanding with any person holding an ownership interest in the Purchaser or any of its subsidiaries, or (E) any Purchaser Material Contract;

(ii)

subject to obtaining TSXV approval and the other Regulatory Approvals specifically contemplated in this Agreement, contravene or conflict with or constitute a violation of any provision of any Law or order binding upon or applicable to the Purchaser or its subsidiaries;

(iii)

constitute a default (or would create a state of facts which after notice or lapse of time or both would constitute a default) under or give rise to a right of termination, cancellation or acceleration or loss of any benefit under any Purchaser Material Contract or under any material license, franchise, Permit or other similar authorization held by the Purchaser or its subsidiaries; or

(iv)

result in the creation or imposition of any Lien on any asset of the Purchaser or its subsidiaries.

(cc)

Compliance with Law. The Purchaser and its subsidiaries are in material compliance and have conducted their business so as to comply, in all material respects, with all Laws and orders of any court, administrative agency, commission, regulatory authority or other Governmental Authority in each jurisdiction in which the Purchaser and its subsidiaries carry on business. To the best of the Purchaser’s knowledge, there are no orders (whether rendered by a court or administrative agency or by arbitration) against the Purchaser or its subsidiaries or against any of their properties, assets or businesses. To the knowledge of the Purchaser, there is no pending or proposed change to any Laws applicable to the Purchaser or its subsidiaries that would render illegal or materially restrict the current or proposed business of the Purchaser and its subsidiaries.

(dd)

No Defaults. The Purchaser and its subsidiaries are not, nor have they received notice that they would be with the passage of time, giving of notice, or both, (i) in violation of any provision of their constating documents, or (ii) in default or violation of any term, condition or provision of (A) any Law or order applicable to the Purchaser or any of its subsidiaries or any of their respective properties or assets, or (B) any Purchaser Material Contract, permit or concession to which the Purchaser or any of its subsidiaries is a party or by which the Purchaser or its subsidiaries or their respective properties or assets may be bound, and

(ee)

Material Contracts.

(i)

Section 3.1(ee) of the Purchaser Disclosure Letter sets out a list of each Purchaser Material Contract. The Purchaser Diligence Information includes complete and correct copies of all Purchaser Material Contracts to which the Purchaser or its subsidiaries is a party and no such Purchaser Material Contract has been modified, rescinded or terminated.

(ii)

Each Purchaser Material Contract to which the Purchaser or its subsidiaries is a party is in full force and effect, unamended, and the Purchaser or its subsidiaries is entitled to all rights and benefits thereunder in accordance with the terms thereof. All Purchaser Material Contracts are legal, valid, binding and in full force and effect and are unamended and enforceable by the Purchaser and its subsidiaries in accordance with their respective terms and are the product of arm’s length negotiations between the parties thereto.

(iii)

The Purchaser and the subsidiaries have performed in all material respects all respective obligations required to be performed by them to date under the Purchaser Material Contracts, are entitled to all benefits under such Purchaser Material Contracts and are not alleged to be (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder, nor, to the Purchaser’s knowledge, is any counterparty thereto in breach or default in any material respect thereunder.

(iv)

None of the Purchaser or its subsidiaries is aware of the invalidity of any Purchaser Material Contract or any grounds for termination, rescission, avoidance or repudiation of any Purchaser Material Contract or have received notice of termination of any Purchaser Material Contract.

(v)

No existing material supplier, distributor, service provider, contractor or third party partner of the Purchaser or any of its subsidiaries has indicated that it intends to terminate its relationship with the Purchaser or such subsidiary or that it will be unable to meet the Purchaser’s or such subsidiary’s supply, distribution, service or contracting requirements, and to the knowledge of the Purchaser, there is no reason to believe that any such supplier, distributer, service provider, contractor or third-party partner does not intend to continue dealing with the Purchaser or any subsidiary on substantially the same terms as presently conducted, subject to changes in pricing and volume in the ordinary course of business.

(ff)

Intellectual Property. Except in each case to the extent that it could not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect:

(i)

the Purchaser and its subsidiaries own, or are validly licensed or otherwise have adequate enforceable rights to use, all patents, patent rights, trademarks, trade names, service marks, copyrights, know how and other proprietary intellectual

(ii)

the use by the Purchaser and its subsidiaries of its registered trademarks, service marks, copyrights, industrial designs, patents, design patents and all applications therefor (“Purchaser Applicable IP”), does not infringe upon or breach the industrial or intellectual property rights of any other person; and

(iii)

neither the Purchaser nor any of its subsidiaries have commenced legal proceedings against any person relating to an infringement by such person of any Purchaser Applicable IP.

(gg)

Absence of Certain Changes. Since December 31, 2024, except in connection with the transaction contemplated by the Arrangement, or as disclosed in the Purchaser Public Disclosure Record, the Purchaser has conducted its business only in the ordinary course and there has not occurred:

(i)

any event, occurrence, development or state of circumstances or facts that has had or that could reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect;

(ii)

any amendments or changes in the constating documents of the Purchaser or any of its subsidiaries;

(iii)

any material damage, destruction or loss, whether or not covered by insurance;

(iv)

any material write-down by the Purchaser of any of the assets of the Purchaser or its subsidiaries;

(v)

any expenditure or commitment to expend by the Purchaser or its subsidiaries with respect to capital expenses;

(vi)

any acquisition or sale, lease, license or other disposition or encumbrance by the Purchaser or any subsidiary of any interest in the Purchaser Properties or any other material assets;

(vii)

any satisfaction or settlement of any material claim, liability or obligation of the Purchaser;

(viii)

any material change in the Purchaser’s accounting policies, principles, methods, practices or procedures; of

(ix)

any

(A)

incurrence, assumption or guarantee by the Purchaser or its subsidiaries of any debt for borrowed money other than in the ordinary course of business consistent with past practice or for equipment leases;

(B)

issuance or sale of any Purchaser Shares, other voting securities or Purchaser Convertible Securities other than the Purchaser Options to purchase Purchaser Shares issued to directors, employees and consultants

(C)

issuance or sale of Purchaser Convertible Securities or other rights to acquire from the Purchaser or its subsidiaries, directly or indirectly, securities of the Purchaser or any securities convertible into or exchangeable for any such securities, other than Purchaser Options to purchase Purchaser Shares issued to directors, employees and consultants in the ordinary course of business in accordance with past practice;

(D)

issuance or sale of any bond or other corporate security by the Purchaser or any of its subsidiaries;

(E)

discharge or satisfaction of any material Lien, other than current Liabilities incurred since December 31, 2024 in the ordinary course of business;

(F)

declaration or making of any payment or distribution to Purchaser Shareholders or purchase or redemption of any share of its capital stock or other security;

(G)

sale, assignment or transfer of the properties of the Purchaser or any of its subsidiaries or any portion thereof;

(H)

waiver by the Purchaser or any of its subsidiaries of any right of substantial value whether or not in the ordinary course of business;

(I)

change in officer compensation of the Purchaser or any of its subsidiaries, except in the ordinary course of business consistent with past practice; or

(J)

other commitment (contingent or otherwise) to do any of the foregoing;

(K)

creation, sufferance or assumption by the Purchaser or any of its subsidiaries of any Lien on their respective properties other than Liens existing on the date hereof, arising in the ordinary course of business or in connection with equipment leases or working capital lines of credit; or

(L)

entry into, amendment of, relinquishment, termination or non-renewal by the Purchaser or its subsidiaries of any Purchaser Material Contract, license, lease, transaction, commitment or other right or obligation, other than in the ordinary course of business.

(hh)

Restrictions on Business Activities. There is no agreement, obligation or order binding upon the Purchaser or its subsidiaries which has or could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Purchaser or its subsidiaries, any acquisition of property by the Purchaser or its subsidiaries or the conduct of business by the Purchaser or its subsidiaries as currently conducted or as currently proposed to be conducted by the Purchaser.

(ii)

Insurance. The insurance policies providing insurance coverage to the Purchaser or its subsidiaries are adequate for the business conducted or currently proposed to be conducted by the Purchaser and its subsidiaries and are sufficient for compliance by the Purchaser

(jj)

Licenses; Compliance with Regulatory Requirements.

(i)

Except as set out in Section 3.1(jj)(i) of the Purchaser Disclosure Letter, the Purchaser and each of its subsidiaries holds all Governmental Authorizations required under applicable Law for the operation of the business of the Purchaser and its subsidiaries as currently operated.

(ii)

All of such Governmental Authorizations have been duly issued or obtained and are in full force and effect and are not subject to appeal or similar proceedings by or before any Governmental Authority, and the Purchaser and its subsidiaries are in material compliance with the terms of all such Governmental Authorizations, including that all fees and other amounts required to be paid with respect to such Governmental Authorizations to the date hereof have been paid.

(iii)

The Purchaser and its subsidiaries have not engaged in any activity that, to the knowledge of the Purchaser, could cause revocation or suspension of any such Governmental Authorizations.

(iv)

The Purchaser has no knowledge of any facts which could reasonably be expected to cause the Purchaser to believe that such Governmental Authorizations will not be renewed by the appropriate Governmental Authorities in the ordinary course.

(v)

Neither the execution, delivery nor performance of this Agreement would adversely affect the status of any of such Governmental Authorizations.

(kk)

Title to Assets.

(i)

Except as set out in Section 3.1(kk)(i) of the Purchaser Disclosure Letter, the Purchaser or one or more of its subsidiaries, is the legal and beneficial owner of and has good title to, or a valid leasehold interest in, the real property interests comprising the Purchaser Properties and holds the mineral, surface, access, exploration and other rights or interests to the Purchaser Properties that are necessary for the conduct of the business of the Purchaser or any of its subsidiaries, as currently conducted (collectively, the “Purchaser Property Rights”), free and clear of all Liens, except for Purchaser Permitted Liens.

(ii)

Section 3.1(kk)(ii) of the Purchaser Disclosure Letter contains a list of all royalties (whether statutory or contractual), overriding royalty interests, production payments, interest burdens, net profits, earnouts, streaming agreements, metal pre-payment or similar agreements burdening any of the Purchaser Property Rights. The Purchaser is not aware of (A) any material Claim or the basis for any material Claim that might or could reasonably be expected to adversely affect the right of the Purchaser or any subsidiary to use, transfer or otherwise exploit the Purchaser Properties or the Purchaser Property Rights, or (B) any current responsibility or obligation of the Purchaser or any subsidiary to pay any outstanding material commission, royalty, license fee or similar payment to any person with respect to any of the Purchaser Properties or the Purchaser Property Rights, except the royalties set out in Section 3.1(kk)(ii) of the Purchaser Disclosure Letter.

(iii)

(A) None of the Purchaser Properties nor any Purchaser Property Rights has been condemned, taken or expropriated by any Governmental Authority, nor (B) has any written notice in respect thereof been received by the Purchaser, nor (C) to the knowledge of the Purchaser, is there any proposal by any Governmental Authority to give any such notice or commence any such proceeding.

(iv)

To the knowledge of the Purchaser, no ‎third party holds any material interest or right to acquire an interest in the Purchaser Properties or any priority over the Purchaser in respect of the Purchaser Properties (or any interest therein), including any rights of first refusal, earn-in rights, back-in rights, streaming rights, purchase rights, options, acquisition rights or other similar third-party rights to acquire an interest in the Purchaser Properties, except as disclosed in the Purchaser Public Disclosure Record.

(v)

‎To the knowledge of the Purchaser, the mining leases, licenses, concessions, claims, or agreements pursuant to which the Purchaser and its subsidiaries derive their interest in the Purchaser Properties (A) were issued or entered into in all material respects in accordance with all applicable Laws, (B) are valid, subsisting and enforceable against the parties thereto in accordance with the terms thereof; (C) all parties thereto are in material compliance with the terms thereof; (D) no third party has filed or ‎registered an application for any competing or conflicting mining lease, license, concession, claim or other property right in ‎respect of any material part of the Purchaser Properties; and (E) neither the Purchaser nor any of its subsidiaries has received any notice, whether written or oral from the applicable counterparty, any Governmental Authority or any person with jurisdiction or applicable authority of any material default under or any cancelation, revocation or intention to cancel or revoke the Purchaser’s or any of its subsidiaries’ interests in the Purchaser Properties.

(vi)

None of the directors or officers of the Purchaser or its subsidiaries holds any right, title or interest in, nor has taken any action to obtain, directly or indirectly, any right, title and interest in the Purchaser Properties or in any permit, concession, mining claim, lease, licence or other right to explore for, exploit, develop, mine or produce minerals, ore or metals from or in any manner in relation to the Purchaser Properties and any other properties located within 20 kilometres of the Purchaser Properties.

(vii)

Except as set out in Section 3.1(kk)(vii) of the Purchaser Disclosure Letter, the Purchaser and each of its subsidiaries has good title to, or a valid and binding leasehold interest in, all material personal property owned or used by it in their operations, free and clear of all Liens other than Purchaser Permitted Liens.

(ll)

Indigenous Claims. With respect to the Purchaser Properties, (i) there are no claims or actions with respect to indigenous rights currently outstanding, or to the knowledge of the Purchaser, threatened or pending; (ii) there are no land entitlement claims having been asserted or any legal actions relating to indigenous issues having been instituted; and (iii) there is no dispute with any local or indigenous group or, to the knowledge of the Purchaser, threatened or pending, in each case, except for such claims, actions or disputes as would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect.

(mm)

Community Relations. To the knowledge of the Purchaser, no authorized representative of any community in the vicinity (including any ejido or indigenous group) of any of the Purchaser Properties has communicated in writing to the Purchaser or any of its subsidiaries: (i) a requirement that the consent of such community be obtained as a condition to continued operation of any such Purchaser Property, (ii) complaints regarding unauthorized operations, (iii) any violation related to environmental, agrarian, ejido or communal restrictions, including proceedings related to ejido donations or endowments or extensions or requests for ejido or agrarian appropriations or pre-emptive rights or similar rights in agrarian matters on any of the Purchaser Properties, or (iv) a material increase in the compensation payments payable by the Purchaser or any of its subsidiaries under any community development or social framework or similar agreements as a condition to the continued operation of such Purchaser Properties, other than such communications in the ordinary course.

(nn)

NGOs and Community Groups. No material dispute between the Purchaser or any of its subsidiaries and any non-governmental organization, ejido, indigenous group, community, or community group exists or, to the knowledge of the Purchaser, is threatened or imminent with respect to any of the Purchaser Properties or operations.

(oo)

Technical Disclosure.

(i)

The Purchaser Technical Report complies in all material respects with the provisions of NI 43-101, the estimates of the mineral resources set forth therein have been prepared in accordance with Canadian industry standards set forth in NI 43-101, the method of estimating such mineral resources has been verified by mining experts who are “qualified persons” (within the meaning of NI 43-101) and the information upon which the estimates of mineral resources were based, was, at the time of delivery thereof, complete and accurate in all material respects and there have been no material changes to such information since the date of delivery or preparation thereof.

(ii)

To the knowledge of the Purchaser, all of the material assumptions underlying the estimates of the mineral resources in the Purchaser Technical Report were reasonable and appropriate as at the date of the Purchaser Technical Report.

(pp)

Operations. All exploration, development and other actions and operations by the Purchaser or any of its subsidiaries, have been conducted by the Purchaser or its

(qq)

Legislation. The Purchaser is not aware of any legislation, or proposed legislation published by a Governmental Authority, which it anticipates will have a Purchaser Material Adverse Effect.

(rr)

Environmental Matters.

(i)

To the knowledge of the Purchaser, the properties, assets and operations of the Purchaser and its subsidiaries are and for the last five (5) years been in material compliance with all Environmental Laws and, to the knowledge of the Purchaser, the respective properties, assets and operations of its respective predecessors have complied in all material respects with all Environmental Laws. The Purchaser has no basis to expect, nor has it received any actual, or to the knowledge of the Purchaser, threatened, written or oral order, notice, report or other communication from any Governmental Authority, any community in the vicinity (including any ejido or indigenous group) of any of the Company Properties, or other person of any actual, potential or alleged violation of or failure of the properties, assets or operations of the Purchaser or any of its subsidiaries to comply with any Environmental Law. Neither the Purchaser nor any subsidiary is subject to any Liability relating to non-compliance with any Environmental Law.

(ii)

The Purchaser and its subsidiaries have obtained and complied with, and are in compliance with, in all material respects, ‎all Governmental Authorizations that are required pursuant to any Environmental Laws for the operation of the business carried on by the Purchaser and its subsidiaries as at the date hereof and the occupation of the Purchaser Property. Each Governmental Authorization is valid, subsisting and in good standing and the Purchaser is not, to the knowledge of the Purchaser, in default or breach of any Governmental Authorization and no proceeding is pending or, to the knowledge of the Purchaser, threatened to revoke or limit any Governmental Authorization which, individually or in the aggregate, if the subject of an unfavourable decision, could reasonably be expected to result in a Purchaser Material Adverse Effect.

(iii)

In connection with the Purchaser’s treatment, storage, disposal, transportation, handling, manufacturing and distribution of Hazardous Substances, neither the Purchaser nor, to the knowledge of the Purchaser, any predecessor, with respect to its assets and operations, has any current or future material Liabilities, including any Liability for fines, penalties, corrective action costs, personal injury, property damage, natural resource damages or attorney’s fees, pursuant to any Environmental Laws, and to the knowledge of the Purchaser, none of the assets of the Purchaser are contaminated by any Hazardous Substances.

(iv)

The Purchaser and its subsidiaries have not treated or disposed of, or arranged for the treatment or disposal of, any Hazardous Substances at any location or in a manner that could reasonably be expected to result in material liability of the Purchaser or its subsidiaries.

(v)

There are no outstanding bonds, or other surety or security arrangements issued or entered into in connection with the assets or the operations of the Purchaser or its

(ss)

Financial Advisors or Brokers. The Purchaser has not incurred any obligation or liability, contingent or otherwise, or agreed to pay or reimburse any broker, finder, financial adviser or investment banker, for any brokerage, finder’s, advisory or other fee or commission, or for the reimbursement of expenses, in connection with this Agreement, the transactions contemplated hereby or any alternative transaction in relation to the Purchaser, other than with respect to the Purchaser Financial Advisor. The Purchaser has provided the Company correct and complete copies of the agreements under which the Purchaser Financial Advisor has agreed to provide services to the Purchaser. Section 3.1(ss) of the Purchaser Disclosure Letter sets out the aggregate estimated amount determined to be payable to and as agreed upon with the Purchaser Financial Advisor in the event the Arrangement is completed.

(tt)

Labour and Employment Matters.

(i)

The Purchaser and its subsidiaries are currently in material compliance with all applicable Laws respecting employment and employment practice, workers’ compensation, workers’ profit sharing, outsourcing, occupational health and safety and similar legislation, including payment in full of all amounts owing thereunder, and there are no pending Claims or outstanding orders of a material nature against any them under applicable employment and employment practice, workers’ compensation legislation, occupational health and safety or similar legislation nor has any event occurred which may give rise to any such material Claim.

(ii)

Neither the Purchaser nor any subsidiary has received any notice of any unresolved matter and there are no outstanding orders under any employment or human rights legislation in any jurisdiction in which the Purchaser or any subsidiary carries on business or has employees.

(iii)

No employee has any agreement as to the length of notice required to terminate such employee’s employment with the Purchaser or any subsidiary in excess of 24 months or equivalent compensation, and all benefit and pension plans of the Purchaser and each subsidiary are funded in accordance with applicable Laws and no past service funding liability exists thereunder.

(iv)

Each plan of the Purchaser, and each plan of any subsidiary, for retirement, bonus, stock purchase, profit sharing, stock options, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, pension or incentive and any other plan contributed to, or required to be contributed to, by the Purchaser or any subsidiary for the benefit of any current or former officer, director, employee or consultant of the Purchaser or any subsidiary, has been maintained in material compliance with the terms thereof and with the requirements prescribed by any and all statutes, orders, rules, policies and regulations that are applicable to any such plan.

(v)

All material accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, federal, state, provincial or local pension plan premiums, accrued wages, salaries and commissions and payments for any plan for any officer, director, employee or consultant of the Purchaser or any subsidiary have been accurately reflected in the books and records of the Purchaser or such subsidiary, as applicable.

(vi)

Except as set out in Section 3.1(tt)(vi) of the Purchaser Disclosure Letter, no material labour dispute, complaint, grievance or other conflict with the employees of the Purchaser or its subsidiaries currently exists or is pending, or to the knowledge of the Purchaser, is threatened, and there is no basis for any such claims. No union representation question exists respecting the employees of the Purchaser or its subsidiaries and no collective bargaining agreement is in place or currently being negotiated by the Purchaser or its subsidiaries.

(vii)

There are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workers’ compensation legislation in respect of the Purchaser or its subsidiaries and the Purchaser and its subsidiaries have not been reassessed in any material respect under such legislation during the past three years and no audit of the Purchaser or any of its subsidiaries is currently being performed pursuant to any applicable workers’ compensation legislation. There are no claims or, to the knowledge of the Purchaser, potential claims which may materially adversely affect the Purchaser or any of its subsidiaries’ accident cost experience. There are no charges pending under applicable occupational health and safety legislation (“OHSA”) in respect of the Purchaser or any of its subsidiaries, as applicable. The Purchaser and each of its subsidiaries, as applicable, have complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.

(uu)

Prohibited Conduct.

(i)

The operations of the Purchaser and its subsidiaries are and have been conducted at all times in compliance with the financial record-keeping and reporting requirements of anti-money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any Governmental Authority to which the Purchaser or any subsidiary is subject, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (collectively, the “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any Governmental Authority involving the Purchaser or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Purchaser, threatened.

(ii)

Neither the Purchaser, any of its subsidiaries, nor, to the knowledge of the Purchaser, any director, officer, agent, employee, affiliate or other person acting on behalf of the Purchaser or any of its subsidiaries, is currently the target of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

(iii)

Neither the Purchaser, any of its subsidiaries, nor, to the knowledge of the Purchaser, any director, officer, agent, employee, affiliate or other person acting on behalf of the Purchaser or any of its subsidiaries:

(A)

has made unlawful contribution, gift, entertainment or other payment, directly or indirectly, to any official of, or candidate for, any federal, state, provincial or foreign office, or failed to disclose fully any contribution, in violation of any applicable Law, or made any payment to any domestic, foreign, Canadian, United States, federal, provincial, state, municipal or local governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by applicable Law;

(B)

is aware of or taken any action, directly or indirectly, that could reasonably be expected to result in a violation by such persons of the U.S. Foreign Corrupt Practices Act of 1977, the Corruption of Foreign Public Officials Act (Canada) or any other Law of similar purpose and scope of any other jurisdiction applicable to the Purchaser or any material subsidiary (collectively, the “Anti-Bribery Laws”); or

(C)

made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

(iv)

The Purchaser and each of its subsidiaries have conducted their businesses in compliance with the Anti-Bribery Laws and have instituted and maintain policies and procedures designed to ensure continued compliance therewith. There are no proceedings under any Anti-Bribery Laws pending against the Purchaser or any subsidiary or, to the knowledge of the Purchaser, threatened against or affecting the Purchaser or any subsidiary.

(vv)

Long-Term and Derivative Transactions. Neither the Purchaser nor any of its subsidiaries have any material obligations or liabilities, direct or indirect, vested or contingent in respect of any streaming transactions, rate swap transactions, basis swaps, forward rate transactions, commodity swap, commodity options, equity or equity index swaps, equity or equity index options, bond options, interest rate options, foreign exchange transactions, cross-currency rate swap transactions or currency options or other similar transactions (including any option with respect to any such transactions) or any combination of such transactions.

(ww)

Authority Relative to this Agreement. Each of the Purchaser and the Purchaser Sub has the requisite corporate power, authority and capacity to enter into this Agreement and (subject to obtaining the approval of the Purchaser Shareholders of the Arrangement Resolution, the Interim Order and the Final Order as contemplated in Section 2.2) to perform their obligations hereunder and to complete the transactions contemplated by this Agreement. The execution and delivery of this Agreement, the performance by the Purchaser and the Purchaser Sub of their obligations hereunder and the completion by the Purchaser and the Purchaser Sub of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser and the Purchaser Sub, subject to obtaining the approval of the Arrangement Resolution by the Purchaser Shareholders, the Interim Order and the Final Order as contemplated in Section 2.2, and no other corporate proceedings on the part of the Purchaser and the Purchaser Sub are

(xx)

Required Approvals. No authorization, licence, permit, certificate, registration, consent or approval of, or filing with, or notification to, any Governmental Authority is required to be obtained or made by or with respect to the Purchaser and the Purchaser Sub for the execution and delivery by the Purchaser and the Purchaser Sub of this Agreement, the performance by the Purchaser and the Purchaser Sub of there obligations hereunder, the completion by the Purchaser and the Purchaser Sub of the Arrangement, other than:

(i)

the Interim Order and any filings required in order to obtain, and approvals required under, the Interim Order;

(ii)

the Final Order, and any filings required in order to obtain the Final Order;

(iii)

such filings and other actions required under applicable Canadian Securities Laws and the rules and policies of the TSXV;

(iv)

any other authorizations, licences, permits, certificates, registrations, consents, approvals and filings and notifications with respect to which the failure to obtain or make same would not reasonably be expected to prevent or significantly impede or materially delay the completion of the Arrangement; and

(v)

third-party consents, approvals and notices set out in Section 3.1(xx) of the Purchaser Disclosure Letter.

(yy)

No Violation. Subject to obtaining the authorizations, consents and approvals and making the filings referred to in Section 3.1(xx) and the third party consents, approvals and notices set out in Section 3.1(yy) of the Purchaser Disclosure Letter, the execution and delivery by the Purchaser and the Purchaser Sub of this Agreement, the performance by the Purchaser and the Purchaser Sub of their obligations hereunder and the completion of the Arrangement do not and will not (nor will they with the giving of notice or the lapse of time or both):

(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)

any Law applicable to it, its subsidiaries or any of their respective properties or assets;

(B)

any provisions of the notice of articles, articles or other constating documents or partnership agreements of the Purchaser or any of its subsidiaries or any other agreement or understanding with any party holding an ownership interest in the Purchaser; or

(C)

any license or registration or any agreement, contract or commitment, written or oral, which the Purchaser or any subsidiary is a party to or bound by or subject to;

(ii)

result in a conflict, contravention, breach or default under or termination of, or acceleration or permit the acceleration of the performance required by, or loss of any benefit under, or require any consent or approval under, any Purchaser Material Contract or material Permit or license to which it is a party or by which it or any of its subsidiaries is bound or to any of its material assets is subject or give to any person any interest, benefit or right, including any right of purchase, termination, cancellation, suspension, alteration, payment, modification, reimbursement, cancellation or acceleration, under any such contracts, permits or licenses;

(iii)

give rise to any rights of first refusal, rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, Contract, indenture, authorization, deed of trust, mortgage, bond, instrument, licence or Permit;

(iv)

result in the creation or imposition of any Lien upon any of the Purchaser’s assets or the assets of any of its subsidiaries, or restrict, hinder, impair or limit its or any of its subsidiaries’ ability to carry on their respective business as and where it is now being carried on or as and where it may be carried on in the future; or

(v)

except as set out in Section 3.1(yy) of the Purchaser Disclosure Letter, result in any payment (including retention, severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any person, or any increase in any employee benefits or compensation otherwise payable, or result in the acceleration of the time of payment, vesting or exercise of any employee benefits.

(zz)

U.S. Securities Matters.

(i)

The Purchaser is a “foreign private issuer” within the meaning of Rule 405 of Regulation C under the U.S. Securities Act.

(ii)

The Purchaser is not registered, and is not required to be registered, as an “investment company” pursuant to the U.S. Investment Company Act.

(iii)

The Purchaser is not currently, and has never been, subject to the reporting requirements of the U.S. Exchange Act.

(aaa)

Employment Matters.

(i)

Except as set out in Section 3.1(aaa)(i) of the Purchaser Disclosure Letter, neither the Purchaser nor any of its subsidiaries is a party to or bound or governed by, or subject to:

(A)

any employment, consulting, retention or change of control agreement with, or any written or oral agreement, arrangement or understanding providing for retention, severance or termination payments to, any officer, employee or consultant of the Purchaser or any of its subsidiaries in connection with the termination of their position or their employment as a direct result of a change in control of the Purchaser (including as a result of the Arrangement);

(B)

any collective bargaining or union agreement, or any actual or, to the knowledge of the Purchaser, threatened application for certification or bargaining rights in respect of the Purchaser or any of its subsidiaries;

(C)

any labour dispute, strike, lock-out, work slowdown or stoppage relating to or involving any employees of the Purchaser or any of its subsidiaries and no such event has occurred within the last year; or

(D)

any actual or, to the knowledge of the Purchaser, threatened material claim against the Purchaser or any of its subsidiaries arising out of or in connection with employment or consulting relationship or the termination thereof.

(ii)

Complete and correct copies of the agreements, arrangements and understandings referred to in paragraphs (A) and (B) of this Section 3.1(aaa) are included in the Purchaser Diligence Information.

(iii)

The Purchaser and its subsidiaries have not and are not engaged in any unfair labour practice and no unfair labour practice complaint, grievance or arbitration proceeding is pending or, to the knowledge of the Purchaser, threatened against the Purchaser or any of its subsidiaries.

(bbb)

Acceleration of Benefits. No person will, as a result of any of the transactions contemplated herein or in the Plan of Arrangement, become entitled to (i) any retirement, severance, bonus or other similar payment from the Purchaser or any of its subsidiaries, (ii) the acceleration of the vesting or the time to exercise of any Purchaser Option or employee or director awards of the Purchaser or any of its subsidiaries, (iii) the forgiveness or postponement of payment of any indebtedness owing by such person to the Purchaser or any of its subsidiaries, or (iv) receive any additional payments or compensation under or in respect of any employee or director benefits or incentive or other compensation plans or arrangements from the Purchaser or any of its subsidiaries.

(ccc)

Employee Benefits.

(i)

Other than the Purchaser Option Plan and all Employee Plans set out in Section 3.1(ccc)(i) of the Purchaser Disclosure Letter, neither the Purchaser nor any of its subsidiaries has any pension or retirement income plans or other employee

(ii)

The Purchaser has provided as part of the Purchaser Diligence Information true, correct and complete copies of all the Employee Plans as amended as of the date hereof, together with all related documentation including, without limitation, funding and investment management agreements, summary plan descriptions, the most recent actuarial reports (including, for greater certainty, actuarial valuations in respect of any multi-employer pension plan), financial statements, asset statements, and all material opinions and memoranda (whether externally or internally prepared) and material correspondence with all regulatory authorities or other relevant persons.

(iii)

Each of the Purchaser and its subsidiaries has complied in all material respects with all the terms of, and all applicable Laws in respect of, the Employee Plans. All contributions, and premiums owing under the Employee Plans have been paid when due in accordance with the terms of the Employees Plans and applicable Laws. The Purchaser and/or its subsidiaries, as the case may be, have paid in full all contributions for the period up to the date hereof.

(ddd)

Purchaser Board Approval. The Purchaser Board, at a meeting duly called and held, upon consultation with legal and financial advisors and receiving the unanimous recommendation of the Purchaser Special Committee, has unanimously determined that this Agreement and the Arrangement are fair to the Purchaser Shareholders and are in the best interests of the Purchaser, has unanimously approved the execution and delivery of this Agreement and the transactions contemplated by this Agreement and has unanimously resolved to recommend that the Purchaser Shareholders vote in favour of the Arrangement Resolution. No action has been taken to amend, or supersede such determinations, resolutions or authorizations of the Purchaser Board.

(eee)

Purchaser Sub Board Approval. The Purchaser Sub Board has unanimously determined that this Agreement and the transactions contemplated hereby are fair to the Purchaser Sub and the Purchaser, and are in the best interests of the Purchaser Sub and the Purchaser, and has unanimously approved the execution and delivery of this Agreement and the transactions contemplated by this Agreement. No action has been taken to amend, or supersede such determinations, resolutions or authorizations of the Purchaser Board.

(fff)

Purchaser Diligence Information. All Purchaser Diligence Information provided is true and correct in all respects and does not contain any omissions as at its respective date as stated therein, or, if any Purchaser Diligence Information is undated, as of the date of its delivery to the data room for purposes of the transactions contemplated by this Agreement. None of the Purchaser Diligence Information has been amended except as provided in the Purchaser Diligence Information. Additionally, all information provided to the Company in relation to the Company’s due diligence requests, including information not provided in the Purchaser Diligence Information, is true and correct in all respects and does not contain any omissions as at its respective date as stated therein and has not been amended except as provided to the Purchaser. The Purchaser acknowledges that the Company is relying on the Purchaser Diligence Information provided by the Purchaser to the Company in entering into this Agreement.

(ggg)

Arrangements with Securityholders. Other than the Purchaser Support Agreements and this Agreement, the Purchaser does not have any agreement, arrangement or understanding (whether written or oral) with respect to the Company or any of its securities, businesses or operations, with any shareholder of the Company, any interested party of the Company or any related party of any interested party of the Company, or any joint actor with any such persons (and for this purpose, the terms “interested party”, “related party” and “joint actor” shall have the meaning ascribed to such terms in MI 61-101).

(hhh)

Collateral Benefits. As of the date hereof, to the knowledge of the Purchaser, no related party of the Purchaser (within the meaning of MI 61-101) together with its associated entities, beneficially owns or exercises control or direction over 1% or more of the outstanding Purchaser Shares, except for related parties who will not receive a “collateral benefit” (within the meaning of MI 61-101) as a consequence of the Transaction.

(iii)

Restrictions on Business Activities. There is no agreement, judgment, injunction, order or decree binding upon the Purchaser or any of its subsidiaries that has or could reasonably be expected to have the effect of prohibiting, restricting or impairing any business practice of the Purchaser or any of its subsidiaries or affiliates, any acquisition of property by the Purchaser or any of its subsidiaries or affiliates, or the conduct of business by the Purchaser or any of its subsidiaries or affiliates, as currently conducted (including following the transactions contemplated by this Agreement).

(jjj)

Indemnification Agreements. The Purchaser Diligence Information contains correct and complete copies of all indemnity agreements and any similar agreements to which the Purchaser is a party that contain rights to indemnification in favour of the current officers and directors of the Purchaser.

(kkk)

Employment, Severance and Change of Control Agreements. The Purchaser Diligence Information contains correct and complete copies of all employment, consulting, change of control and severance agreements to which the Purchaser is a party providing for severance payments in excess of the amount that would result by Law in connection with termination of employment of an employee without an agreement as to notice or severance.

(lll)

Ownership of Company Shares or other Securities. Neither the Purchaser nor any of its affiliates own any Company Shares or any other securities of the Company.

(a)

Corporate Existence, Power and Registration. Each of the Company and its subsidiaries has been duly incorporated and is a valid and subsisting corporation in good standing under the laws of its jurisdiction of incorporation, with all requisite corporate power and authority to conduct its business as now conducted or currently proposed to be conducted and to own or lease its property and assets, other than, in the case of the Company’s subsidiaries, where the failure to be so organized or to have such power, authority or standing would not reasonably be expected to have, individually or in the aggregate, a Company Material

(b)

Subsidiaries and Investments. The Company does not have any subsidiaries other than the subsidiaries as set out in Section 3.2(b) of the Company Disclosure Letter. Section 3.2(b) of the Company Disclosure Letter accurately sets out the name and jurisdiction of each subsidiary and the percentage owned directly or indirectly by the Company, and all such shares owned by the Company are legally and beneficially owned by the Company, free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever, other than as disclosed in Section 3.2(b) of the Company Disclosure Letter. All of the outstanding shares of the subsidiaries of the Company have been duly authorized and validly issued and are outstanding as fully paid and non-assessable shares (or the equivalent legal concept in another jurisdiction) and, except pursuant to this Agreement or as otherwise disclosed in Section 3.2(b) of the Company Disclosure Letter, no person has any right, agreement or option for the purchase from the Company, of any interest in any of shares owned by the Company nor, to the knowledge of the Company, for the issue or allotment of any unissued shares in the capital of any of the subsidiaries of the Company or any other security convertible into or exchangeable for any such shares. None of the subsidiaries of the Company has any outstanding agreement, subscription, warrant, option, right or commitment (nor has it granted any right or privilege capable of becoming an agreement, subscription, warrant, option, right or commitment) obligating it to issue or sell any securities of such subsidiary, including any security or obligation of any kind convertible into or exchangeable or exercisable for any security of such subsidiary. There is no outstanding contractual obligation of any subsidiary of the Company to repurchase, redeem or otherwise acquire any securities of such subsidiary, or to qualify any securities of such subsidiary for public distribution in the United States or elsewhere.

(c)

Shareholder and Similar Agreements. Except as set out in Section 3.2(c) of the Company Disclosure Letter, neither the Company nor any of its subsidiaries is a party to any shareholder, partnership, policy, voting trust or similar agreement relating to any of the issued and outstanding securities or equity interests of the Company or any of its subsidiaries, nor is the Company aware of any agreement which affects the voting control of any of the securities of the Company or any of its subsidiaries.

(d)

Significant Shareholders. To the knowledge of the Company, except as set out in Section 3.2(d) of the Company Disclosure Letter, ‎no person beneficially owns, or exercises control or direction over, directly or indirectly, 5% or more of the outstanding Company Shares.

(e)

Corporate Books and Records. The minute books of the Company and its subsidiaries made available to the Purchaser in connection with its due diligence investigations of the

(f)

Capitalization.

(i)

As of the close of business on the Business Day prior to the date of this Agreement, the authorized capital of the Company consists of 200,000,000 shares of common stock, ‎par value US$0.001 per share and 5,000,000 shares of preferred stock, par value US‎‎$0.001 per share. As of the close of business on the Business Day prior to the date of this Agreement, there were 161,858,849 Company Shares issued and outstanding and no preferred stock outstanding.

(ii)

All issued and outstanding Company Shares have been duly authorized, are validly issued and outstanding, and are fully paid and non-assessable. No securities issued by the Company from the date of its incorporation to the date hereof were issued in violation of any pre-emptive rights or similar privileges. There are no dividends which have accrued or been declared but are unpaid on the Company Shares. All securities of the Company have been issued in accordance with the provisions of all U.S. Securities Laws or other applicable Laws. There are no plans to amend the constating documents of the Company or any subsidiary, other than as may be required in connection with the Arrangement. No person currently possesses any pre-emptive rights in respect of any issued and outstanding securities or equity interests of the Company or any subsidiary.

(g)

Convertible Securities. As of the close of business on the Business Day prior to the date of this Agreement, there were outstanding (i) Company Options to purchase an aggregate of 760,408 Company Shares, (ii) Company DSUs to acquire an aggregate of 947,370 Company Shares, (iii) Company PSUs to acquire an aggregate of 461,530 Company Shares, (iv) Company RSUs to acquire an aggregate of 1,182,332 Company Shares, and (v) Company Warrants to acquire an aggregate of 1,500,000 Company Shares. Section 3.2(g) of the Company Disclosure Letter sets forth a schedule, as of the close of business on the Business Day prior to the date of this Agreement and to the extent applicable, of all outstanding grants to holders of Company Options, Company DSUs, Company PSUs and Company RSUs, and the number, exercise price, date of grant, expiration dates, vesting schedules, performance criteria and the names of the holders of such securities and whether each such holder is a current director of the Company or current officer, employee or consultant of the Company. Except as set out in this Section 3.2(g), there are no outstanding: (A) Company Convertible Securities or securities, notes or instruments convertible into or exercisable for any equity interests of the Company or its subsidiaries; (B) options, warrants, subscriptions or other rights to acquire capital stock or other equity interests of the Company or its subsidiaries; (C) stock appreciation right, phantom equity, restricted share unit, deferred share unit or similar right, agreement, arrangement or commitment based on the book value, share price, income or any other attribute of or related to the Company, and (D) Contracts of any kind, including employee benefit arrangements, requiring the issuance by the Company or its subsidiaries of any Company

(h)

Rights.

(i)

Neither the Company nor any of subsidiaries have granted anti-dilution rights to any person or entity in connection with any outstanding option, warrant, subscription or any other instrument convertible or exercisable for the securities of the Company or any of its subsidiaries.

(ii)

There are no outstanding rights which permit the holder thereof to cause the Company or any of its subsidiaries to file a registration statement under U.S. Securities Laws or other applicable Laws or which permit the holder thereof to include securities of the Company or any of its subsidiaries in a registration statement filed by the Company or any of its subsidiaries under U.S. Securities Laws or other applicable Laws, and there are no outstanding agreements or other commitments which otherwise relate to the registration or qualification of any securities of the Company or any of its subsidiaries for sale or distribution in any jurisdiction.

(i)

Public Disclosure.

(i)

Since January 1, 2023, the Company has filed or furnished all forms, reports, certifications, schedules, statements and documents required to be filed or furnished by it under the U.S. Securities Act or the U.S. Exchange Act, respectively (such forms, reports, certifications, schedules, statements and documents, collectively, the “Company SEC Documents”). As of their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, then on the date of such amendment, supplement or superseding filing), each of the Company SEC Documents complied as to form in all material respects with the U.S. Securities Act and the U.S. Exchange Act, and none of the Company SEC Documents contained, when filed (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, then on the date of such amendment, supplement or superseding filing), any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(ii)

There are no outstanding comments from the SEC that have not been resolved.

(iii)

Each of the documents in the Company Public Disclosure Record is in compliance as to both form and content in all material respects with Canadian Securities Laws or other applicable Laws and does not contain any misrepresentation. The Company Public Disclosure Record collectively constitutes full, true and plain disclosure of all material facts relating to the Company and, except as may have

(iv)

The Company has at all times complied in all material respects with its obligations to make timely disclosure of material changes and there is no material fact or change concerning the Company required to be disclosed under Canadian Securities Laws which has not been disclosed in the Company Public Disclosure Record on or before the date hereof. The Company has not filed any confidential material change report with any securities regulator as of the date hereof that remains confidential. The Company is not subject to a continuous disclosure review with any stock exchange or securities regulator, nor are there any outstanding unresolved comments from any such stock exchange or securities regulator in respect of the technical disclosure included in the Company Public Disclosure Record.

(j)

No Cease Trade Order. No order preventing, ceasing or suspending trading in any securities of the Company or any subsidiary or prohibiting the issue and sale of securities by the Company or any subsidiary has been issued and no proceeding or investigation for such purposes has been instituted or are pending, contemplated or threatened.

(k)

Securities Laws Matters. The Company Shares are listed and posted for trading on the NYSE American. The Company is in compliance in all material respects with the rules and regulations of the NYSE American. Trading in the Company Shares on the NYSE American is not currently halted or suspended. No delisting, suspension of trading or cease trading order with respect to any securities of the Company is pending or, to the knowledge of the Company, threatened. To the knowledge of the Company, no inquiry, review or investigation (formal or informal) of the Company by any securities commission or similar regulatory authority under applicable Canadian Securities Laws, U.S. Securities Laws or the NYSE American is in effect or ongoing or expected to be implemented or undertaken.

(l)

Controls and Procedures. The Company and its subsidiaries maintain a system of internal control over financial reporting and disclosure controls and procedures required by Rule 13a-15 or 15d-15 of the U.S. Exchange Act. Such controls and procedures are designed to provide reasonable assurance that: (i) transactions are executed in accordance with the general or specific authorization of management and directors of the Company; (ii) transactions are recorded as necessary to permit the preparation of consolidated financial statements for the Company in conformity with U.S. GAAP and to maintain asset accountability; (iii) access to assets of the Company and the subsidiaries is permitted only in accordance with the general or specific authorization of management and directors of the Company; (iv) the recorded accountability for assets of the Company and the subsidiaries is compared with the existing assets of the Company and the subsidiaries at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the unauthorized acquisition, use or disposition of the assets of the Company or any subsidiary that could have a material effect on the Company’s interim or annual financial statements is prevented or detected in a timely manner.

(m)

Accounting Policies. There has been no material change in accounting policies or practices of the Company since December 31, 2024, other than as required by U.S. GAAP and as disclosed in the Company Financial Statements.

(n)

Independent Auditors. BDO USA, LLP, Chartered Professional Accountants, the Company’s current auditors who reported on and audited the Company Annual Financial Statements, are independent public accountants as required by U.S. Securities Laws.

(o)

Audit Committee. The Audit Committee of the Company Board is comprised and operated in accordance with the requirements of the NYSE American Company Guide.

(p)

Transfer Agent. Computershare Trust Company, N.A. has been duly appointed as the registrar and transfer agent in respect of the Company Shares.

(q)

Insolvency.

(i)

Neither the Company nor any of its subsidiaries is a “debtor” that has commenced a case or has had a case commenced against it or, to its knowledge, threatened to be commenced against it, under title 11 of the United States Code or has sought similar protection before any court or pursuant to any similar legislation, has proposed a compromise or arrangement to its creditors generally, has taken any similar act or undertaken or become subject to a similar proceeding with respect to a compromise or arrangement, has made any assignment for the benefit of its creditors, or has had any person holding any Lien or receiver take possession of any of the property thereof.

(ii)

No receiver, trustee, or custodian has been appointed or, to the Company’s knowledge, threatened to be appointed by any person in respect of the Company or any of its subsidiaries or all or any of their respective assets and, to the knowledge of the Company, no steps have been taken to initiate any such appointment. No analogous appointments have been made or initiated under any Laws applying to the Company or any of its subsidiaries.

(iii)

No order has been made, no resolution has been passed and no petition has been filed or, to the Company’s knowledge, threatened against the Company or any of its subsidiaries for the winding up, dissolution or liquidation of the Company or any of its subsidiaries or for a provisional liquidator to be appointed in respect of the Company, and no petition has been presented or, to the Company’s knowledge, threatened and no meeting of the Company Board, the Company Stockholders, or a similar group or person with respect to the Company’s subsidiaries has been convened for the purpose of the winding up, dissolving, or liquidating the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries has become subject to analogous proceedings under any Laws.

(r)

Financial Statements. Each of the Company Financial Statements as contained in the Company Public Disclosure Record: (i) comply as to form in all material respects with the requirements of U.S. Securities Laws; (ii) present fairly, in all material respects, the financial position of the Company and its subsidiaries on a consolidated basis as of the dates thereof and the results of operations, cash flows and shareholders’ equity as of and for each of the periods then ended; (iii) were prepared in accordance with U.S. GAAP in effect from time to time applied on a consistent basis throughout the periods involved, in

(s)

Liabilities and Indebtedness. Except to the extent reflected or disclosed in the Company Financial Statements, neither the Company nor any of its subsidiaries has any material Liabilities of any nature (whether accrued, absolute, contingent or otherwise), or any obligation to issue any debt securities, or guarantee, endorse or otherwise become responsible for, the obligations of any other person required to be reflected or disclosed therein. In addition, except to the extent reflected or disclosed in the Company Financial Statements, as set out in Section 3.2(s) of the Company Disclosure Letter or otherwise disclosed in the Company Public Disclosure Record, none of the Company and its subsidiaries has any Contract, agreement or other arrangement (whether oral or written) still in force under each of which the Company or (as the case may be) the subsidiary has an obligation to pay (whether before or after the Effective Date) in excess of US$100,000, whether in cash or in kind, and whether in the form of economic Liability (arising from a Claim) or otherwise. There are no outstanding loans made by the Company to any director or officer of the Company.

(t)

Off-Balance Sheet Arrangements and Liabilities. There are no material off-balance sheet transactions, arrangements or obligations (including contingent obligations) of the Company or any subsidiary which are required to be disclosed and are not disclosed or reflected in the Company Financial Statements and the Company and its subsidiaries do not have any material Liabilities, obligations, indebtedness or commitments, whether accrued, absolute, contingent, or otherwise, which are not disclosed or referred to in the Company Financial Statements.

(u)

Financial Books and Records. The financial books, records and accounts of the Company and each of its subsidiaries, in all material respects: (i) have been maintained in accordance with accounting principles generally accepted in the jurisdiction of incorporation of each such entity on a basis consistent with prior years; (ii) are stated in reasonable detail and accurately and fairly reflect the material transactions and dispositions of the assets of the Company and its subsidiaries; and (iii) accurately and fairly reflect the basis for the Company Financial Statements.

(v)

Litigation. Except as set out in Section 3.2(v) of the Company Disclosure Letter, there is no action, suit, proceeding, judgment, Claim, inquiry or investigation (including any Claim by indigenous persons) existing, pending or, to the knowledge of the Company after due inquiry, threatened against any of the property or assets of the Company or any of its subsidiaries, at law or equity, or before any court, federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which may in any way materially adversely affect the assets,

(w)

Taxes.

(i)

All Returns required to be filed with respect to the income, operations, business or assets of the Company and its subsidiaries have been filed in a timely manner (or appropriate extensions have been obtained) with the appropriate Governmental Authority in all jurisdictions in which such Returns are required to be filed, and all of the foregoing as filed are, in all material respects, correct, complete and reflect accurately all Liability for Taxes of the Company and its subsidiaries for the periods to which such Returns relate, and all amounts shown as owing thereon have been paid or are being contested in good faith; the Company and its subsidiaries have made provision in the Company Financial Statements for appropriate amounts in respect of any Taxes that are reasonably likely to be assessed in accordance with U.S. GAAP, withheld and collected all Taxes required to be withheld and collected by it and remitted such Taxes to the appropriate Governmental Authority, and paid and discharged all obligations (other than obligations for Taxes not yet due and payable) incidental to any statutory lien or deemed trust imposed upon it by applicable Law which if unpaid, might become a Lien on any of its assets; and no assessment or appeal is, to the Company’s knowledge, being asserted or processed with respect to any Return, Tax or Tax obligation of the Company or any of its subsidiaries.

(ii)

Except as set out in Section 3.2(w)(ii) of the Company Disclosure Letter, the Company is not aware of any Tax deficiencies or interest or penalties accrued or accruing, or alleged to be accrued or accruing, thereon and there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any Return by the Company or any of its subsidiaries or the payment of any material Tax, governmental charge, penalty, interest or fine against any of them.

(iii)

Except as set out in Section 3.2(w)(iii) of the Company Disclosure Letter, there are no material actions, suits, proceedings, investigations or Claims now ongoing or, to the best knowledge of the Company, threatened or pending against the Company or any of its subsidiaries which could result in a material Liability in respect of Taxes, charges or levies of any Governmental Authority, penalties, interest, fines, assessments or reassessments or any matters under discussion with any Governmental Authority relating to Taxes, governmental charges, penalties, interest, fines, assessments or reassessments asserted by any Governmental Authority.

(iv)

No written claim has been made by any Governmental Authority in a jurisdiction where the Company or any of its subsidiaries does not file Returns that the Company or any of its subsidiaries is or may be subject to Tax by that jurisdiction. To the knowledge of the Company, there is no basis for a claim that the Company or any of its subsidiaries is subject to Tax in a jurisdiction in which the Company does not file Returns.

(v)

There are no liens for unpaid Taxes (other than permitted encumbrances or in respect of Taxes not yet due and payable) upon any of the assets of the Company or any of its subsidiaries.

(vi)

The Company and each of its subsidiaries has withheld or collected all amounts required to be withheld or collected by it on account of Taxes and has remitted all such amounts to the appropriate Governmental Authority when required by Law to do so, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.

(vii)

There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes due from the Company or any of its subsidiaries for any taxable period and no request for any such waiver or extension is currently outstanding or pending.

(viii)

Each of the Company and its subsidiaries has provided the Purchaser with true, correct and complete copies of all material Returns, examination reports and statements of deficiencies, if any, for the most recently completed taxable period, or transactions consummated, prior to the date of this Agreement for which the applicable normal reassessment period or other standard statutory period of limitations has not expired, in respect of the Company.

(ix)

The Company and each of its subsidiaries is classified as a corporation for U.S. federal income tax purposes.

(x)

None of the Company or any of its subsidiaries has participated in a “listed transaction” within the meaning of U.S. Treasury Regulation Section 1.6011-4(b)(2).

(xi)

None of the Company or any of its subsidiaries is, or has been, a party to any “reportable transaction” as defined in Section 6707A(c)(1) of the Code and U.S. Treasury Regulation Section 1.6011-4(b).

(xii)

Neither the Company nor its subsidiaries has either filed or been included in a consolidated federal or state tax return nor is a party to, or bound by, any Tax indemnity, Tax sharing, Tax allocation or similar agreement, the principal purpose of which relates to the allocation or sharing of Taxes and neither the Company nor any of its subsidiaries owes any amount under any such agreement.

(xiii)

No private letter rulings, technical advice memoranda or similar agreement or rulings have been requested, entered into or issued by any taxing authority with respect to the Company or any of its subsidiaries.

(xiv)

Neither the Company nor any of its subsidiaries has been a member of an affiliated, combined, consolidated or unitary Tax group for Tax purposes. Neither the Company nor any of its subsidiaries has any Liability for Taxes of any person (other than the Company) under Treasury Regulations Section 1.1502-6 (or any corresponding provision of state, local or non-U.S. Law), as transferee or successor, by contract or otherwise.

(xv)

Neither the Company nor any of its subsidiaries will be required to include any item of income in, or exclude any item or deduction from, taxable income for the taxable period or portion thereof ending after the Effective Date with respect to any item of income or deduction relating to the Company as a result of:

(A)

any change in a method of accounting under Section 481 of the Code (or any comparable provision of state, local or foreign Tax Laws), or use of an improper method of accounting, for a taxable period ending on or prior to the Effective Date;

(B)

an installment sale or open transaction occurring on or prior to the Effective Date;

(C)

a prepaid amount received on or prior to the Effective Date;

(D)

interest held by the Company in a “controlled foreign corporation” (as that term is defined in Section 957 of the Code) on or before the Effective Date pursuant to Section 951 of the Code;

(E)

any closing agreement under Section 7121 of the Code, or similar provision of state, local or foreign Law;

(F)

intercompany transactions occurring prior to the Effective Date or any excess loss account in existence prior to the Effective Date described in Treasury Regulations under Code Section 1502 (or any corresponding or similar provision of state, local or foreign income Tax law);

(G)

any election under Section 108(i) of the Code (or similar provision of state, local or foreign law);

(H)

any debt instrument held prior to the Closing that was acquired with “original issue discount” as defined in Section 1273(a) of the Code or subject to the rules set forth in Section 1276 of the Code; or

(I)

any election pursuant to Section 965(h) of the Code.

(xvi)

None of the Company or any of its subsidiaries has made an election pursuant to Section 897(i) of the Code.

(xvii)

Each of the Company and its subsidiaries is in compliance with all state unclaimed property Laws and has turned over to the appropriate states all unclaimed property in accordance with relevant state unclaimed property Laws and the priority rules established and affirmed with respect thereto.

(xviii)

Each of the Company and its subsidiaries is in material compliance with all terms and conditions of all Tax grants, credits, abatements and other similar incentives granted by any tax authority for the benefit of the Company (or its subsidiaries) and the consummation of the transactions contemplated by this Agreement shall not adversely affect the Company’s (or any subsidiary’s) ability to benefit from any such Tax grant, credit, abatement or other similar incentive in any taxable period ending after the Effective Date.

(xix)

Each of the Company and its subsidiaries has timely and properly collected all sales, use, value-added and similar Taxes required to be collected, and has remitted on a timely basis such amounts to the appropriate Governmental Authority. Each of the Company and its subsidiaries has timely and properly requested, received and retained all necessary exemption certificates and other documentation supporting any claimed exemption or waiver of Taxes on sales or similar transaction as to which it would otherwise have been obligated to collect or withhold Taxes.

(xx)

Neither the Company nor any of its subsidiaries has deferred the inclusion of any amounts in taxable income pursuant to IRS Revenue Procedure 2004-34, Treasury Regulations Section 1.451-5, Sections 455 or 456 of the Code or any corresponding or similar provision of Law (irrespective of whether or not such deferral is election).

(xxi)

Neither the Company nor any of its subsidiaries has a permanent establishment (within the meaning of the applicable Tax treaty) or otherwise have an office or fixed place of business in a country other than the country it is organized.

(xxii)

Neither the Company nor any of its subsidiaries has distributed the stock of another person, or has not had its stock distributed by another person, in a transaction that was purported or intended to be governed in whole or in part by Sections 355 or 361 of the Code.

(xxiii)

Neither the Company nor any of its subsidiaries has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(xxiv)

Neither the Company nor any of its subsidiaries has taken or agreed to take any action that would prevent the Arrangement from constituting a reorganization qualifying under Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code.

(xxv)

Neither the Company nor any of its subsidiaries is aware of any agreement, plan or other circumstance that would prevent the Arrangement from qualifying as a reorganization under Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code.

(x)

Interests of Officers, Directors and Other Affiliates. Other than as disclosed in the Company Public Disclosure Record, none of the directors, officers, employees, consultants or advisors of the Company or any subsidiary, any known holder of more than 10% of any class of shares of the Company, or any known associate or affiliate of any of the foregoing persons, has had any material interest, direct or indirect, in any previous transaction or any proposed transaction with the Company which, as the case may be, materially affected, is material to or will materially affect the Company.

(y)

Directors and Officers. To the knowledge of the Company, none of the directors or officers of the Company are now, or have ever been, subject to an order or ruling of any Governmental Authority prohibiting such individual from acting as a director or officer of a public company or of a company listed on a particular stock exchange.

(z)

Non-Arm’s Length Transactions. Except as disclosed in the Company Public Disclosure Record, neither the Company nor any of its subsidiaries owes any amount to, nor has it made any present loans to, or borrowed any amount from or is otherwise indebted to, any officer, director, employee, agent, insider or securityholder of the Company or any of its subsidiaries, any person which is an affiliate or associate of any of the foregoing persons or any person not dealing at arm’s length with the Company or any subsidiary, except for usual employee compensation, reimbursements and benefits paid or other advances of funds in the ordinary and normal course of the business of the Company. Except usual employee or consulting arrangements made in the ordinary and normal course of business or as disclosed in the Company Public Disclosure Record, neither the Company nor any subsidiary is a party to any Contract, agreement or understanding with any officer, director, employee, agent, insider, securityholder of the Company or any of its subsidiaries, any person which is an affiliate or associate of any of the foregoing persons or any other person not dealing at arm’s length with the Company. No officer, director or employee of the Company and no person which is an affiliate or associate of any of the foregoing persons, owns, directly or indirectly, any interest (except for equity securities as disclosed in the Company Public Disclosure Record) in, or is an officer, director, employee or consultant of, any person which is, or is engaged in, a business competitive with the business of the Company which could adversely affect the ability to properly perform the services to be performed by such person for the Company. To the knowledge of the Company, no officer, director, employee or security holder of the Company has any cause of action or other Claim whatsoever against, or owes any amount to, the Company except for Claims in the ordinary and normal course of the business of the Company such as for accrued vacation pay or other amounts or matters which would not be material to the Company.

(aa)

Non-Contravention. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby do not and will not:

(i)

violate, contravene, conflict with, constitute a default, create a state of facts which after notice or lapse of time or both would constitute a default or require any consent to be obtained under any provisions of: (A) any resolutions of the Company Board (or any committee thereof) or shareholders, (B) the constating documents of the Company or any of its subsidiaries, (C) any shareholders’ agreement or rights plan, (D) any other Contract, agreement or understanding with any person holding an ownership interest in the Company or any of its subsidiaries, or (E) any Company Material Contract;

(ii)

subject to obtaining NYSE American approval and the other Regulatory Approvals specifically contemplated in this Agreement, contravene or conflict with or constitute a violation of any provision of any Law or order binding upon or applicable to the Company or its subsidiaries;

(iii)

constitute a default (or would create a state of facts which after notice or lapse of time or both would constitute a default) under or give rise to a right of termination, cancellation or acceleration or loss of any benefit under any Company Material

(iv)

result in the creation or imposition of any Lien on any asset of the Company or its subsidiaries.

(bb)

Compliance with Law. The Company and its subsidiaries are in material compliance and have conducted their business so as to comply, in all material respects, with all Laws and orders of any court, administrative agency, commission, regulatory authority or other Governmental Authority in each jurisdiction in which the Company and its subsidiaries carry on business. To the best of the Company’s knowledge, there are no orders (whether rendered by a court or administrative agency or by arbitration) against the Company or its subsidiaries or against any of their properties, assets or businesses. To the knowledge of the Company, there is no pending or proposed change to any Laws applicable to the Company or its subsidiaries that would render illegal or materially restrict the current or proposed business of the Company and its subsidiaries.

(cc)

No Defaults. The Company and its subsidiaries are not, nor have they received notice that they would be with the passage of time, giving of notice, or both, (i) in violation of any provision of their constating documents, or (ii) in default or violation of any term, condition or provision of (A) any Law or order applicable to the Company or any of its subsidiaries or any of their respective properties or assets, or (B) any Company Material Contract, Permit or concession to which the Company or any of its subsidiaries is a party or by which the Company or its subsidiaries or their respective properties or assets may be bound, and no circumstances exist which would entitle a party to any Company Material Contract to terminate such Company Material Contract or accelerate the maturity of any material amount owing thereunder, as a result of the Company or its subsidiaries having failed to meet any material provision thereof.

(dd)

Operational Matters. All royalties (whether statutory or contractual), overriding royalty interests, production payments, net profits, earnouts, streaming agreements, metal pre-payment or similar agreements, interest burdens, payments and obligations due and payable, or performable, 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 the Company and its subsidiaries, have been, in all material respects: (i) duly paid; and (ii) duly performed.

(ee)

Material Contracts.

(i)

Section 3.2(ee) of the Company Disclosure Letter sets out a list of each Company Material Contract. The Company Diligence Information includes complete and correct copies of all Company Material Contracts to which the Company or its subsidiaries is a party and no such Company Material Contract has been modified, rescinded or terminated.

(ii)

Each Company Material Contract to which the Company or its subsidiaries is a party is in full force and effect, unamended, and the Company or its subsidiaries is entitled to all rights and benefits thereunder in accordance with the terms thereof. All Company Material Contracts are legal, valid, binding and in full force and effect and are unamended and enforceable by the Company and its subsidiaries in accordance with their respective terms and are the product of arm’s length negotiations between the parties thereto.

(iii)

The Company and the subsidiaries have performed in all material respects all respective obligations required to be performed by them to date under the Company Material Contracts, are entitled to all benefits under such Company Material Contracts and are not alleged to be (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder, nor, to the Company’s knowledge, is any counterparty thereto in breach or default in any material respect thereunder.

(iv)

None of the Company or its subsidiaries is aware of the invalidity of any Company Material Contract or any grounds for termination, rescission, avoidance or repudiation of any Company Material Contract or have received notice of termination of any Company Material Contract.

(v)

No existing material supplier, distributor, service provider, contractor or third party partner of the Company or any of its subsidiaries has indicated that it intends to terminate its relationship with the Company or such subsidiary or that it will be unable to meet the Company’s or such subsidiary’s supply, distribution, service or contracting requirements, and to the knowledge of the Company, there is no reason to believe that any such supplier, distributer, service provider, contractor or third-party partner does not intend to continue dealing with the Company or any subsidiary on substantially the same terms as presently conducted, subject to changes in pricing and volume in the ordinary course of business.

(ff)

Intellectual Property. Except in each case to the extent that it could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect:

(i)

the Company and its subsidiaries own, or are validly licensed or otherwise have adequate enforceable rights to use, all patents, patent rights, trademarks, trade names, service marks, copyrights, know how and other proprietary intellectual property rights that are used or currently proposed to be used in their respective businesses;

(ii)

the use by the Company and its subsidiaries of its registered trademarks, service marks, copyrights, industrial designs, patents, design patents and all applications therefor (“Company Applicable IP”), does not infringe upon or breach the industrial or intellectual property rights of any other person; and

(iii)

neither the Company nor any of its subsidiaries have commenced legal proceedings against any person relating to an infringement by such person of any Company Applicable IP.

(gg)

Absence of Certain Changes. Since December 31, 2024, except in connection with the transaction contemplated by the Arrangement, or as disclosed in the Company Public Disclosure Record, the Company has conducted its business only in the ordinary course and there has not occurred:

(i)

any event, occurrence, development or state of circumstances or facts that has had or that could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect;

(ii)

any amendments or changes in the constating documents of the Company or any of its subsidiaries;

(iii)

any material damage, destruction or loss, whether or not covered by insurance;

(iv)

any material write-down by the Company of any of the assets of the Company or its subsidiaries;

(v)

any expenditure or commitment to expend by the Company or its subsidiaries with respect to capital expenses;

(vi)

any acquisition or sale, lease, license or other disposition or encumbrance by the Company or any subsidiary of any interest in the Company Properties or any other material assets;

(vii)

any satisfaction or settlement of any material claim, liability or obligation of the Company;

(viii)

any material change in the Company’s accounting policies, principles, methods, practices or procedures; or

(ix)

any

(A)

incurrence, assumption or guarantee by the Company or its subsidiaries of any debt for borrowed money other than in the ordinary course of business consistent with past practice or for equipment leases;

(B)

issuance, or sale of any Company Shares, other voting securities or Company Convertible Securities other than the grant of options or other awards to purchase or receive Company Shares to directors, employees and consultants pursuant to the Company Equity Incentive Plan, or the issuance of Company Shares pursuant to the exercise, vesting, or settlement of awards under the Company Equity Incentive Plan;

(C)

issuance or sale of options, warrants, or other rights to acquire from the Company or its subsidiaries, directly or indirectly, securities of the Company or any securities convertible into or exchangeable for any such securities, other than options or other awards to purchase or receive Company Shares issued to directors, employees and consultants in the ordinary course of business in accordance with past practice;

(D)

issuance or sale of any stock, bond or other corporate security by the Company or any of its subsidiaries;

(E)

discharge or satisfaction of any material Lien, other than current Liabilities incurred since December 31, 2024 in the ordinary course of business;

(F)

declaration or making of any payment or distribution to Company Stockholders or purchase or redemption of any share of its capital stock or other security;

(G)

sale, assignment or transfer of the properties of the Company or any of its subsidiaries or any portion thereof;

(H)

waiver by the Company or any of its subsidiaries of any right of substantial value whether or not in the ordinary course of business;

(I)

change in officer compensation of the Company or any of its subsidiaries, except in the ordinary course of business consistent with past practice; or

(J)

other commitment (contingent or otherwise) to do any of the foregoing;

(K)

creation, sufferance or assumption by the Company or any of its subsidiaries of any Lien on their respective properties other than Liens existing on the date hereof, arising in the ordinary course of business or in connection with equipment leases or working capital lines of credit; or

(L)

entry any entry into, amendment of, relinquishment, termination or non-renewal by the Company or its subsidiaries of any Company Material Contract, license, lease, transaction, commitment or other right or obligation, other than in the ordinary course of business.

(hh)

Restrictions on Business Activities. There is no agreement, obligation or order binding upon the Company or its subsidiaries which has or could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company or its subsidiaries, any acquisition of property by the Company or its subsidiaries or the conduct of business by the Company or its subsidiaries as currently conducted or as currently proposed to be conducted by the Company.

(ii)

Confidentiality Agreements. All agreements entered into by the Company or any of its subsidiaries with persons regarding the confidentiality of information provided to such person or reviewed by such persons with respect to any transaction in the nature described in the definition of Company Acquisition Proposal, that remain in force and effect as the date hereof each contain customary provisions, including standstill provisions, have not been waived or released with respect to the applicability of any such “standstill” or other provisions of such confidentiality agreements, except to the extent such agreements contain provisions that provide for automatic exemptions as a result of the Arrangement.

(jj)

Insurance. The insurance policies providing insurance coverage to the Company or its subsidiaries are adequate for the business conducted or currently proposed to be conducted by the Company and its subsidiaries and are sufficient for compliance by the Company and its subsidiaries with all requirements of applicable Laws and all material agreements to which the Company or its subsidiaries is a party or by which any of their assets are bound. All insurance policies of the Company are disclosed in Section 3.2(jj) of the Company Disclosure Letter and the Company Diligence Information includes complete and correct copies of such insurance policies. All insurance policies of the Company are in full force and effect and are valid and enforceable in accordance with their terms, and the Company and its subsidiaries have complied with all material terms and conditions of such policies, including premium payments, and there are no material Claims by the Company or its subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause. All of such policies shall remain in full force and effect and shall not be cancelled or terminated as a result of this

(kk)

Licenses; Compliance with Regulatory Requirements.

(i)

The Company and each of its subsidiaries holds all Governmental Authorizations required under applicable Law for the operation of the business of the Company and its subsidiaries as currently operated.

(ii)

All of such Governmental Authorizations have been duly issued or obtained and are in full force and effect and are not subject to appeal or similar proceedings by or before any Governmental Authority, and the Company and its subsidiaries are in material compliance with the terms of all such Governmental Authorizations, including that all fees and other amounts required to be paid with respect to such Governmental Authorizations to the date hereof have been paid.

(iii)

The Company and its subsidiaries have not engaged in any activity that, to the knowledge of the Company, could cause revocation or suspension of any such Governmental Authorizations.

(iv)

The Company has no knowledge of any facts which could reasonably be expected to cause the Company to believe that such Governmental Authorizations will not be renewed by the appropriate Governmental Authorities in the ordinary course.

(v)

Neither the execution, delivery nor performance of this Agreement would adversely affect the status of any of such Governmental Authorizations.

(ll)

Title to Assets.

(i)

The Company or one or more of its subsidiaries, is the legal and beneficial owner of and has good title to, or a valid leasehold interest in, the real property interests comprising the Company Properties and holds the mineral, surface, access, exploration and other rights or interests to the Company Properties that are necessary for the conduct of the business of the Company or any of its subsidiaries, as currently conducted (collectively, the “Company Property Rights”), free and clear of all Liens, except for Company Permitted Liens.

(ii)

Section 3.2(ll)(ii) of the Company Disclosure Letter contains a list of all royalties (whether statutory or contractual), overriding royalty interests, production payments, interest burdens, net profits, earnouts, streaming agreements, metal pre-payment or similar agreements burdening any of the Company Property Rights. The Company is not aware of (A) any material Claim or the basis for any material Claim that might or could reasonably be expected to adversely affect the right of the Company or any subsidiary to use, transfer or otherwise exploit the Company Properties or the Company Property Rights, or (B) any current responsibility or obligation of the Company or any subsidiary to pay any outstanding material commission, royalty, license fee or similar payment to any person with respect to

(iii)

(A) None of the Company Properties nor any Company Property Rights has been condemned, taken or expropriated by any Governmental Authority, nor (B) has any written notice in respect thereof been received by the Company, nor (C) to the knowledge of the Company, is there any proposal by any Governmental Authority to give any such notice or commence any such proceeding.

(iv)

To the knowledge of the Company, no ‎third party holds any material interest or right to acquire an interest in the Company Properties or any priority over the Company in respect of the Company Properties (or any interest therein), including any rights of first refusal, earn-in rights, back-in rights, streaming rights, purchase rights, options, acquisition rights or other similar third-party rights to acquire an interest in the Company Properties, except as disclosed in the Company Public Disclosure Record.

(v)

‎To the knowledge of the Company, the mining leases, licenses, concessions, claims, or agreements pursuant to which the Company and its subsidiaries derive their interest in the Company Properties (A) were issued or entered into in all material respects in accordance with all applicable Laws, (B) are valid, subsisting and enforceable against the parties thereto in accordance with the terms thereof; (C) all parties thereto are in material compliance with the terms thereof; (D) no third party has filed or ‎registered an application for any competing or conflicting mining lease, license, concession, claim or other property right in ‎respect of any material part of the Company Properties; and (E) neither the Company nor any of its subsidiaries has received any notice, whether written or oral from the applicable counterparty, any Governmental Authority or any person with jurisdiction or applicable authority of any material default under or any cancelation, revocation or intention to cancel or revoke the Company’s or any of its subsidiaries’ interests in the Company Properties.

(vi)

None of the directors or officers of the Company or its subsidiaries holds any right, title or interest in, nor has taken any action to obtain, directly or indirectly, any right, title and interest in the Company Properties or in any permit, concession, mining claim, lease, licence or other right to explore for, exploit, develop, mine or produce minerals, ore or metals from or in any manner in relation to each of the Company Properties and any other properties located within 20 kilometres of each of the Company Properties.

(vii)

The Company and each of its subsidiaries has good title to, or a valid and binding leasehold interest in, all material personal property owned or used by it in their operations, free and clear of all Liens other than Company Permitted Liens.

(mm)

Indigenous Claims. With respect to the Company Properties, (i) there are no claims or actions with respect to indigenous rights currently outstanding, or to the knowledge of the Company, threatened or pending; (ii) there are no land entitlement claims having been asserted or any legal actions relating to indigenous issues having been instituted; and (iii) there is no dispute with any local or indigenous group or, to the knowledge of the Company, threatened or pending, in each case, except for such claims, actions or disputes as would

(nn)

Community Relations. Other than as set out in Section 3.2(nn) of the Company Disclosure Letter, to the knowledge of the Company, no authorized representative of any community in the vicinity (including any ejido or indigenous group) of any of the Company Properties has communicated in writing to the Company or any of its subsidiaries: (i) a requirement that the consent of such community be obtained as a condition to continued operation of any such Company Property, (ii) complaints regarding unauthorized operations, (iii) any violation related to environmental, agrarian, ejido or communal restrictions, including proceedings related to ejido donations or endowments or extensions or requests for ejido or agrarian appropriations or pre-emptive rights or similar rights in agrarian matters on any of the Company Properties, or (iv) a material increase in the compensation payments payable by the Company or any of its subsidiaries under any community development or social framework or similar agreements as a condition to the continued operation of such Company Properties, other than such communications in the ordinary course.

(oo)

NGOs and Community Groups. No material dispute between the Company or any of its subsidiaries and any non-governmental organization, ejido, indigenous group, community, or community group exists or, to the knowledge of the Company, is threatened or imminent with respect to any of the Company Properties or operations.

(pp)

Technical Disclosure.

(i)

To the knowledge of the Company, each of the Company Technical Report Summaries complies in all material respects with S-K 1300, the estimates of the mineral resources and mineral reserves set forth therein, as applicable, have been prepared in accordance with industry standards set forth in S-K 1300, the method of estimating such mineral resources and mineral reserves, as applicable, has been verified by mining experts who are “qualified persons” (within the meaning of S-K 1300) and the information upon which the estimates of mineral resources and mineral reserves, as applicable, were based, was, at the time of delivery thereof, complete and accurate in all material respects and there have been no material changes to such information since the date of delivery or preparation thereof.

(ii)

To the knowledge of the Company, all of the material assumptions underlying the estimates of the mineral resources and mineral reserves, as applicable, in the Company Technical Report Summaries were reasonable and appropriate as at the date of each of the Company Technical Report Summaries.

(qq)

Operations. All exploration, development and other actions and operations by the Company or any of its subsidiaries, have been conducted by the Company or its subsidiaries in all material respects in accordance with applicable Laws and with good mining exploration and engineering practices.

(rr)

Legislation. The Company is not aware of any legislation, or proposed legislation published by a Governmental Authority, which it anticipates will have a Company Material Adverse Effect.

(ss)

Environmental Matters.

(i)

To the knowledge of the Company, the properties, assets and operations of the Company and its subsidiaries are and for the last five (5) years been in material compliance with all Environmental Laws and, to the knowledge of the Company, the respective properties, assets and operations of its respective predecessors have complied in all material respects with all Environmental Laws. The Company has no basis to expect, nor has it received any actual, or to the knowledge of the Company, threatened, written or oral order, notice, report or other communication from any Governmental Authority, any community in the vicinity (including any ejido or indigenous group) of any of the Company Properties, or other person of any actual, potential or alleged violation of or failure of the properties, assets or operations of the Company or any of its subsidiaries to comply with any Environmental Law. Neither the Company nor any subsidiary is subject to any Liability relating to non-compliance with any Environmental Law.

(ii)

The Company and its subsidiaries have obtained and complied with, and are in compliance with, in all material respects, all Governmental Authorizations that are required pursuant to any Environmental Laws for the operation of the business carried on by the Company and its subsidiaries as at the date hereof and the occupation of each of the Company Properties. Each Governmental Authorization is valid, subsisting and in good standing and the Company is not, to the knowledge of the Company, in default or breach of any Governmental Authorization and no proceeding is pending or, to the knowledge of the Company, threatened to revoke or limit any Governmental Authorization which, individually or in the aggregate, if the subject of an unfavourable decision, could reasonably be expected to result in a Company Material Adverse Effect.

(iii)

In connection with the Company’s treatment, storage, disposal, transportation, handling, manufacturing and distribution of Hazardous Substances, neither the Company nor, to the knowledge of the Company, any predecessor, with respect to its assets and operations, has any current or future material Liabilities, including any Liability for fines, penalties, corrective action costs, personal injury, property damage, natural resource damages or attorney’s fees, pursuant to any Environmental Laws, and to the knowledge of the Company, none of the assets of the Company are contaminated by any Hazardous Substances.

(iv)

The Company and its subsidiaries have not treated or disposed of, or arranged for the treatment or disposal of, any Hazardous Substances at any location or in a manner that could reasonably be expected to result in material liability of the Company or its subsidiaries.

(v)

There are no outstanding bonds, or other surety or security arrangements issued or entered into in connection with the assets or the operations of the Company or its subsidiaries for remediation or otherwise. No other bond, surety or security arrangement is required to satisfy the requirements of any Environmental Laws or other Laws applicable to the Company or its subsidiaries with respect to their respective assets and current operations.

(tt)

Financial Advisors or Brokers. The Company has not incurred any obligation or liability, contingent or otherwise, or agreed to pay or reimburse any broker, finder, financial adviser or investment banker, for any brokerage, finder’s, advisory or other fee or commission, or for the reimbursement of expenses, in connection with this Agreement, the transactions

(uu)

Labour and Employment Matters.

(i)

The Company and its subsidiaries are currently in material compliance with all applicable Laws respecting employment and employment practice, workers’ compensation, workers’ profit sharing, outsourcing, occupational health and safety and similar legislation, including payment in full of all amounts owing thereunder, and there are no pending Claims or outstanding orders of a material nature against any them under applicable employment and employment practice, workers’ compensation legislation, occupational health and safety or similar legislation nor has any event occurred which may give rise to any such material Claim.

(ii)

Neither the Company nor any subsidiary has received any notice of any unresolved matter and there are no outstanding orders under any employment or human rights legislation in any jurisdiction in which the Company or any subsidiary carries on business or has employees.

(iii)

No employee has any agreement as to the length of notice required to terminate such employee’s employment with the Company or any subsidiary in excess of 24 months or equivalent compensation, and all benefit and pension plans of the Company and each subsidiary are funded in accordance with applicable Laws and no past service funding liability exists thereunder.

(iv)

Each plan of the Company, and each plan of any subsidiary, for retirement, bonus, stock purchase, profit sharing, stock options, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, pension or incentive and any other plan contributed to, or required to be contributed to, by the Company or any subsidiary for the benefit of any current or former officer, director, employee or consultant of the Company or any subsidiary, has been maintained in material compliance with the terms thereof and with the requirements prescribed by any and all statutes, orders, rules, policies and regulations that are applicable to any such plan.

(v)

All material accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, federal, state, provincial or local pension plan premiums, accrued wages, salaries and commissions and payments for any plan for any officer, director, employee or consultant of the Company or any subsidiary have been accurately reflected in the books and records of the Company or such subsidiary, as applicable.

(vi)

Other than as set out in Section 3.2(uu)(vi) of the Company Disclosure Letter, no material labour dispute, complaint, grievance or other conflict with the employees of the Company or its subsidiaries currently exists or is pending, or to the

(vii)

There are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workers’ compensation legislation in respect of the Company or its subsidiaries and the Company and its subsidiaries have not been reassessed in any material respect under such legislation during the past three years and no audit of the Company or any of its subsidiaries is currently being performed pursuant to any applicable workers’ compensation legislation. There are no claims or, to the knowledge of the Company, potential claims which may materially adversely affect the Company or any of its subsidiaries’ accident cost experience. There are no charges pending under OHSA in respect of the Company or any of its subsidiaries, as applicable. The Company and each of its subsidiaries, as applicable, have complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.

(vv)

Prohibited Conduct.

(i)

The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with the financial record-keeping and reporting requirements of anti-money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any Governmental Authority to which the Company or any of its subsidiaries is subject, including the Anti-Money Laundering Laws and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(ii)

Neither the Company, any of its subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries, is currently the target of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

(iii)

Neither the Company, any of its subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries:

(A)

has made unlawful contribution, gift, entertainment or other payment, directly or indirectly, to any official of, or candidate for, any federal, state, provincial or foreign office, or failed to disclose fully any contribution, in violation of any applicable Law, or made any payment to any domestic, foreign, Canadian, United States, federal, provincial, state, municipal or local governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by applicable Law;

(B)

is aware of or taken any action, directly or indirectly, that could reasonably be expected to result in a violation by such persons of Anti-Bribery Laws; or

(C)

made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

(iv)

The Company and each of its subsidiaries have conducted their businesses in compliance with the Anti-Bribery Laws and have instituted and maintain policies and procedures designed to ensure continued compliance therewith. There are no proceedings under any Anti-Bribery Laws pending against the Company or any subsidiary or, to the knowledge of the Company, threatened against or affecting the Company or any subsidiary.

(ww)

Long-Term and Derivative Transactions. Neither the Company nor any of its subsidiaries have any material obligations or liabilities, direct or indirect, vested or contingent in respect of any streaming transactions, rate swap transactions, basis swaps, forward rate transactions, commodity swap, commodity options, equity or equity index swaps, equity or equity index options, bond options, interest rate options, foreign exchange transactions, cross-currency rate swap transactions or currency options or other similar transactions (including any option with respect to any such transactions) or any combination of such transactions.

(xx)

Authority Relative to this Agreement. The Company has the requisite corporate power, authority and capacity to enter into this Agreement and, subject to obtaining the Company Stockholder Approval, to perform its obligations hereunder and to complete the transactions contemplated by this Agreement. The execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the completion by the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company (subject to obtaining the Company Stockholder Approval by the Company Stockholders) and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company and its subsidiaries of their obligations hereunder, or the completion of the Transaction or, the completion by the Company of the transactions contemplated hereby, other than, with respect to the Company Proxy Statement and other matters relating thereto, the approval of the Company Board. This Agreement has been duly executed and delivered by the Company, and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other Laws relating to or affecting the availability of equitable remedies and the enforcement of creditors’ rights generally and general principles of equity and public policy and to the qualification that equitable remedies such as specific performance and injunction may be granted only in the discretion of a court of competent jurisdiction.

(yy)

Required Approvals. No authorization, licence, permit, certificate, registration, consent or approval of, or filing with, or notification to, any Governmental Authority is required to be obtained or made by or with respect to the Company for the execution and delivery by the Company of this Agreement, the performance by the Company of its obligations hereunder, the completion by the Company of the Arrangement, other than:

(i)

the Interim Order and any filings required in order to obtain, and approvals required under, the Interim Order;

(ii)

the Final Order, and any filings required in order to obtain the Final Order;

(iii)

such filings and other actions required under applicable Canadian and U.S. Securities Laws and the rules and policies of the NYSE American and the TSXV;

(iv)

any other authorizations, licences, permits, certificates, registrations, consents, approvals and filings and notifications with respect to which the failure to obtain or make same would not reasonably be expected to prevent or significantly impede or materially delay the completion of the Arrangement; and

(v)

third-party consents, approvals and notices set out in Section 3.2(yy) of the Company Disclosure Letter.

(zz)

No Violation. Subject to obtaining the authorizations, consents and approvals and making the filings referred to in Section 3.2(yy) and the third party consents, approvals and notices set out in Section 3.2(zz) of the Company Disclosure Letter, the execution and delivery by the Company of this Agreement, the performance by the Company of its obligations hereunder and the completion of the Arrangement do not and will not (nor will they with the giving of notice or the lapse of time or both):

(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)

any Law applicable to it, its subsidiaries or any of their respective properties or assets;

(B)

any provisions of the articles, by-laws or other constating documents or partnership agreements of the Company or any of its subsidiaries or any other agreement or understanding with any party holding an ownership interest in the Company; or

(C)

any license or registration or any agreement, contract or commitment, written or oral, which the Company or any subsidiary is a party to or bound by or subject to;

(ii)

result in a conflict, contravention, breach or default under or termination of, or acceleration or permit the acceleration of the performance required by, or loss of any benefit under, or require any consent or approval under, any Company Material Contract or material Permit or license to which it is a party or by which it or any of its subsidiaries is bound or to any of its material assets is subject or give to any person any interest, benefit or right, including any right of purchase, termination, cancellation, suspension, alteration, payment, modification, reimbursement, cancellation or acceleration, under any such contracts, permits or licenses;

(iii)

give rise to any rights of first refusal, rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such

(iv)

result in the creation or imposition of any Lien upon any of the Company’s assets or the assets of any of its subsidiaries, or restrict, hinder, impair or limit its or any of its subsidiaries’ ability to carry on their respective business as and where it is now being carried on or as and where it may be carried on in the future; or

(v)

except as set out in Section 3.2(zz) of the Company Disclosure Letter, result in any payment (including retention, severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any person, or any increase in any employee benefits or compensation otherwise payable, or result in the acceleration of the time of payment, vesting or exercise of any employee benefits.

(aaa)

Employment Matters.

(i)

Section 3.2(aaa)(i) of the Company Disclosure Letter sets out a true and complete list of all employees of the Company and any subsidiary, whether actively at work or not, including their respective location, hire date and cumulative length of service, term of contract (if fixed), position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are unionized or subject to a written employment Contract as well as a list of all former employees of the Company to whom the Company or any of its subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligations. Except as disclosed in Section 3.2(aaa)(i) of the Company Disclosure Letter, no employee of the Company or its subsidiaries has any agreement as to length of notice or severance payment required to terminate such employee’s employment, other than payments required by Law in connection with the termination of employment of an employee without an agreement as to notice or severance. The Company Diligence Information contains true and complete copies of all written Contracts in relation to the employees listed in Section 3.2(aaa)(i) of the Company Disclosure Letter.

(ii)

Section 3.2(aaa)(ii) of the Company Disclosure Letter contains a correct and complete list of each independent contractor currently engaged by the Company or any subsidiary including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts have been provided to the Purchaser. Each independent contractor of the Company and its subsidiaries has been properly classified as an independent contractor and neither the Company nor any subsidiary has received any notice from any Governmental Authority disputing such classification.

(iii)

Except as set out in Section 3.2(aaa)(iii) of the Company Disclosure Letter, neither the Company nor any of its subsidiaries is a party to or bound or governed by, or subject to:

(A)

any employment, consulting, retention or change of control agreement with, or any written or oral agreement, arrangement or understanding providing for retention, severance or termination payments to, any officer, employee or consultant of the Company or any of its subsidiaries in connection with the termination of their position or their employment as a direct result of a change of control of the Company (including as a result of the Transaction).

(B)

any collective bargaining or union agreement, or any actual or, to the knowledge of the Company, threatened application for certification or bargaining rights in respect of the Company or any of its subsidiaries;

(C)

any labour dispute, strike, lock-out, work slowdown or stoppage relating to or involving any employees of the Company or any of its subsidiaries and no such event has occurred within the last year; or

(D)

any actual or, to the knowledge of the Company, threatened material claim against the Company or any of its subsidiaries arising out of or in connection with employment or consulting relationship or the termination thereof.

(iv)

Complete and correct copies of the agreements, arrangements and understandings referred to in paragraphs (A) and (B) of this Section 3.2(aaa) are included in the Company Diligence Information.

(v)

The Company and its subsidiaries have not and are not engaged in any unfair labour practice and no unfair labour practice complaint, grievance or arbitration proceeding is pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries.

(bbb)

Acceleration of Benefits. Except as set out in Section 3.2(bbb) of the Company Disclosure Letter, no person will, as a result of any of the transactions contemplated herein or in the Plan of Arrangement, become entitled to (i) any retirement, severance, bonus or other similar payment from the Company or any of its subsidiaries, (ii) the acceleration of the vesting or the time to exercise of any Company Convertible Securities or employee or director awards of the Company or any of its subsidiaries, (iii) the forgiveness or postponement of payment of any indebtedness owing by such person to the Company or any of its subsidiaries, or (iv) receive any additional payments or compensation under or in respect of any employee or director benefits or incentive or other compensation plans or arrangements from the Company or any of its subsidiaries.

(ccc)

Employee Benefits.

(i)

Other than the Company Equity Incentive Plan and Employee Plans of the Company, neither the Company nor any of its subsidiaries has any pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon the Company. The Company is in compliance in all material respects with the terms of the Company Equity Incentive Plan, Employee Plans of the Company and all applicable Laws related thereto.

(ii)

The Company has provided as part of the Company Diligence Information true, correct and complete copies of all the Employee Plans as amended as of the date hereof, together with all related documentation including, without limitation, funding and investment management agreements, summary plan descriptions, the most recent actuarial reports, financial statements, asset statements, trust and custodial agreements, insurance or group annuity contracts, the three (3) most recent annual reports on Form 5500 (including the accountant’s opinion and any other schedules and exhibits), and all material opinions and memoranda (whether externally or internally prepared) and material correspondence with all regulatory authorities or other relevant persons.

(iii)

Each of the Company and its subsidiaries has complied in all material respects with all the terms of, and all applicable Laws in respect of, the Employee Plans. All Employee Plans of the Company have been maintained, funded, and administered in compliance in all material respects with their terms and all applicable Laws, including ERISA and the Code. There are no actions, suits, or claims pending or, to the knowledge of Company, threatened or reasonably anticipated (other than routine claims for benefits) against, or with respect to, any Employee Plans of the Company. There is no matter pending (other than routine qualification determination filings) with respect to any Employee Plans of the Company before any Governmental Entity nor is any such plan under audit or examination by any Governmental Entity. All contributions, and premiums owing under the Employee Plans have been paid when due in accordance with the terms of the Employees Plans and applicable Laws. The Company and/or its subsidiaries, as the case may be, have paid in full all contributions and premiums owing under the Company’s Employee Plans for the period up to the date hereof.

(iv)

No Employee Plan of the Company, nor any trustee, administrator, employee, or “fiduciary” thereof has engaged in any breach of fiduciary responsibility or any “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) to which Section 406 of ERISA or Section 4975 of the Code applies and which could subject any such Employee Plan, trustee, administrator, employee, or fiduciary thereof, or any party dealing with any such Employee Plan, to a tax or penalty on prohibited transactions imposed by Section 4975 of the Code or Section 502 of ERISA.

(v)

Other than as required by Law, no Employee Plan of the Company provides post-termination or retiree health benefits to any individual for any reason, and neither the Company nor any of its ERISA Affiliates has any liability to provide post-termination or retiree health benefits to any individual.

(vi)

Neither the Company nor any ERISA Affiliate of the Company sponsors, maintains, contributes to, is required to contribute to, or has sponsored, maintained, contributed to, or been required to contribute to at any time since its formation: any employee benefit plan subject to Title IV of ERISA or Section 412 of the Code; any “multiemployer plan” as defined in Section 3(37) of ERISA; any multiple employer retirement plan or multiple employer welfare arrangement (MEWA) as defined in Section 3(40) of ERISA. Neither the Company nor any ERISA Affiliate of the Company has incurred, or anticipates incurring, any withdrawal liability to a multiemployer plan.

(ddd)

Non-Arm’s Length Transactions. There are no current contracts, commitments, agreements, arrangements or other transactions between the Company or any of its subsidiaries, on the one hand, and any (i) officer or director of the Company or its subsidiaries, (ii) holder of record or, to the knowledge of the Company, beneficial owner of 5% or more of the outstanding Company Shares, or (iii) affiliate or associate or any such officer, director or Company Stockholder, on the other hand

(eee)

Company Fairness Opinion. The Company Board has received the Company Fairness Opinion in oral form, which opinion has not been modified, amended, qualified or withdrawn. A true and complete copy of the written Company Fairness Opinion will be provided by the Company to the Purchaser promptly following delivery of the same to the Company Board. The Company has been authorized by the Company Financial Advisor to permit inclusion of the Company Fairness Opinion and references thereto and summaries thereof in the Company Proxy Statement.

(fff)

Company Board Approval. The Company Board, at a meeting duly called and held, upon consultation with legal and financial advisors, has unanimously determined that this Agreement and the consideration to be received by the Company Stockholders, in exchange for the Company Shares pursuant to the Merger are fair and in the best interests of the Company, has unanimously approved the execution and delivery of this Agreement and the Transaction and has unanimously resolved to recommend that Company Stockholders vote in favour of the Company Stockholder Approval. No action has been taken to amend, or supersede such determinations, resolutions or authorizations of the Company Board.

(ggg)

Company Diligence Information. All Company Diligence Information provided is true and correct in all respects and does not contain any omissions as at its respective date as stated therein, or, if any Company Diligence Information is undated, as of the date of its delivery to the data room for purposes of the transactions contemplated by this Agreement. None of the Company Diligence Information has been amended except as provided in the Company Diligence Information. Additionally, all information provided to the Purchaser in relation to the Purchaser’s due diligence requests, including information not provided in the Company Diligence Information, is true and correct in all respects and does not contain any omissions as at its respective date as stated therein and has not been amended except as provided to the Purchaser. The Company acknowledges that the Purchaser is relying on the Company Diligence Information provided by the Company to the Purchaser in entering into this Agreement.

(hhh)

Arrangements with Securityholders. Other than the Company Support Agreements and this Agreement, the Company does not have any agreement, arrangement or understanding (whether written or oral) with respect to the Purchaser or any of its securities, businesses or operations, with any shareholder of the Purchaser, any interested party of the Purchaser or any related party of any interested party of the Purchaser, or any joint actor with any such persons (and for this purpose, the terms “interested party”, “related party” and “joint actor” shall have the meaning ascribed to such terms in MI 61-101).

(iii)

Restrictions on Business Activities. There is no agreement, judgment, injunction, order or decree binding upon the Company or any of its subsidiaries that has or could reasonably be expected to have the effect of prohibiting, restricting or impairing any business practice of the Company or any of its subsidiaries or affiliates, any acquisition of property by the Company or any of its subsidiaries or affiliates, or the conduct of business by the Company

(jjj)

Indemnification Agreements. The Company Diligence Information contains correct and complete copies of all indemnity agreements and any similar agreements to which the Company is a party that contain rights to indemnification in favour of the current officers and directors of the Company.

(kkk)

Employment, Severance and Change of Control Agreements. The Company Diligence Information contains correct and complete copies of all employment, consulting, change of control and severance agreements to which the Company is a party providing for severance payments in excess of the amount that would result by Law in connection with termination of employment of an employee without an agreement as to notice or severance.

(lll)

Ownership of Purchaser Shares or other Securities. Neither the Company nor any of its affiliates own any Purchaser Shares or any other securities of the Purchaser.

(a)

the businesses of the Purchaser and its subsidiaries will be conducted only in the ordinary course of business consistent in all material respects with past practice, in accordance with applicable Laws and in accordance with the Purchaser Budget, the Purchaser and its subsidiaries will comply with the terms of all Purchaser Material Contracts and the Purchaser and its subsidiaries will use commercially reasonable efforts to maintain and preserve intact its and their business organizations, assets, properties, rights, Permits, goodwill and business relationships and keep available the services of its officers, employees and consultants of the Purchaser and its subsidiaries as a group;

(b)

without limiting the generality of Section 4.1(a) above, the Purchaser will not, directly or indirectly:

(i)

alter or amend the notice of articles, articles, by-laws or other constating documents of the Purchaser or any of its subsidiaries;

(ii)

declare, set aside or pay any dividend on or make any distribution or payment or return of capital in respect of any equity securities of the Purchaser or any subsidiaries (other than dividends, distributions, payments or return of capital made to the Purchaser by any subsidiary);

(iii)

other than the Consolidation, split, divide, consolidate, combine or reclassify the Purchaser Shares or any other securities of the Purchaser or its subsidiaries;

(iv)

issue, sell, grant, award, pledge, dispose of or otherwise encumber or agree to issue, sell, grant, award, pledge, dispose of or otherwise encumber any Purchaser Shares or other equity or voting interests or any options, stock appreciation rights, warrants, calls, conversion or exchange privileges or rights of any kind to acquire (whether on exchange, exercise, conversion or otherwise) any Purchaser Shares or other equity or voting interests or other securities or any shares of its subsidiaries (including, for greater certainty, Purchaser Options, Purchaser Warrants or any other equity based awards), other than pursuant to the exercise of the Purchaser Options and the Purchaser Warrants that are outstanding as of the date of this Agreement in accordance with their terms;

(v)

redeem, purchase or otherwise acquire or subject to any Lien, any of its outstanding Purchaser Shares or other securities or securities convertible into or exchangeable or exercisable for Purchaser Shares or any such other securities or any shares or other securities of its subsidiaries;

(vi)

amend the terms of any securities of the Purchaser or its subsidiaries;

(vii)

adopt a plan of liquidation or pass any resolution providing for the liquidation or dissolution of the Purchaser or its subsidiaries;

(viii)

reorganize, amalgamate or merge the Purchaser with any other person and will not cause or permit its subsidiaries to reorganize, amalgamate or merge with any other person;

(ix)

reduce the stated capital of the shares of the Purchaser or any of its subsidiaries;

(x)

create any subsidiary or enter into any Contracts or other arrangements regarding the control or management of the operations, or the appointment of governing bodies or enter into any joint venture or similar agreement, arrangement or relationship;

(xi)

make any material changes to any of its accounting policies, principles, methods, practices or procedures (including by adopting any material new accounting policies, principles, methods, practices or procedures), except as disclosed in the Purchaser Public Disclosure Record, as required by applicable Laws or under IFRS; or

(xii)

enter into, modify or terminate any Contract with respect to any of the foregoing;

(c)

the Purchaser will immediately notify the Company orally and then promptly notify the Company in writing of (i) any “material change” (as defined in the B.C. Securities Act) in relation to the Purchaser or its subsidiaries, (ii) any event, circumstance or development that has had or would reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect, (iii) any breach of this Agreement by the Purchaser, or (iv) any event occurring after the date of this Agreement that would render a representation or warranty, if made on that date or the Effective Date, inaccurate such that any of the conditions in Section 7.3(b) would not be satisfied;

(d)

the Purchaser will not, and will not cause or permit its subsidiaries to, directly or indirectly, except in connection with this Agreement:

(i)

sell, pledge, lease, licence, dispose of, mortgage or encumber or otherwise transfer any assets or properties of the Purchaser or its subsidiaries, other than sales of inventory in the ordinary course or the disposition of assets having a value less than US$100,000 in the aggregate;

(ii)

acquire (by merger, amalgamation, consolidation, arrangement or acquisition of shares or other equity securities or interests or assets or otherwise) or agree to acquire, directly or indirectly, in one transaction of a series of related transactions, any corporation, partnership, association or other business organization or division thereof or any property or asset, or make any investment, directly or indirectly, in one transaction or in a series of related transactions, by the purchase of securities, contribution of capital, property transfer, or purchase of any property or assets of any other person, other than acquisitions of assets, equipment and supplies in the ordinary course that do not exceed 115% of the amounts budgeted for such acquisitions in the Purchaser Budget;

(iii)

incur any capital expenditure or enter into any agreement obligating the Purchaser or its subsidiaries to provide for future capital expenditures involving payments in excess of 115% of the amounts budgeted for such capital expenditures in the Purchaser Budget in the aggregate;

(iv)

incur any indebtedness (including the making of any payments in respect thereof, including any premiums or penalties thereon or fees in respect thereof) or issue any debt securities, or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other person, or make any loans or advances (other than intercompany loans or advances);

(v)

pay, discharge or satisfy any claim, liability or obligation prior to the same being due in an aggregate amount greater than US$100,000, other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected in the Purchaser Budget;

(vi)

engage in any new business, enterprise or other activity that is inconsistent with the existing businesses of the Purchaser in the manner such existing businesses generally have been carried on or (as disclosed in the Purchaser Public Disclosure Record) planned or proposed to be carried on prior to the date of this Agreement;

(vii)

enter into or terminate any interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts or other financial instruments or like transaction;

(viii)

terminate, fail to renew, cancel, waive, release, grant or transfer any rights of material value;

(ix)

enter into any lease or sublease of real property (whether as a lessor, sublessor, lessee or sublessee), or modify, amend or exercise any right to renew any lease or sublease of real property or acquire any interest in real property;

(x)

except in connection with matters otherwise permitted under this Section 4.1, enter into any Contract that, if entered into prior to the date hereof, would be a Purchaser Material Contract, or terminate, cancel, extend, renew or amend, modify or change any Purchaser Material Contract, or waive, release, or assign any material rights or claims thereto or thereunder;

(xi)

grant to any officer, director of the Purchaser or its subsidiaries, or any employee or independent contractor of the Purchaser whose annual salary or payment exceeds US$100,000, an increase in compensation in any form;

(xii)

take any action with respect to the grant, acceleration or increase of any severance, change of control, retirement, retention or termination pay or amend any existing arrangement relating to the foregoing;

(xiii)

enter into or modify any employment or consulting agreement with any officer or director of the Purchaser or its subsidiaries;

(xiv)

increase the coverage, contributions, funding requirements or benefits available under any Employee Plan or create any new plan which would be considered to be an Employee Plan once created;

(xv)

make any material determination under any Employee Plan that is not in the ordinary course of business;

(xvi)

amend any equity based compensation plan of the Company, or adopt or make any contribution to or any award under any new performance share unit plan or other bonus, profit sharing, option, pension, retirement, deferred compensation, insurance, incentive compensation, compensation or other similar plan, agreement, trust, fund or arrangement for the benefit of directors or senior officers or former directors or senior officers of the Purchaser or its subsidiaries;

(xvii)

take any action to accelerate the time of payment of any compensation or benefits, amend or waive any performance or vesting criteria or accelerate vesting under the any equity based compensation plan of the Purchaser; or

(xviii)

establish, adopt, enter into, amend or terminate any collective bargaining agreement;

(xix)

terminate the employment or consulting arrangement of any senior management employees, except for cause;

(xx)

increase any benefits payable under its current severance or termination pay policies;

(xxi)

make any loan to any officer, director, employee or consultant of the Purchaser or its subsidiaries, other than advancement of expenses in the ordinary course of business; or

(xxii)

authorize any of the foregoing, or enter into or modify any Contract to do any of the foregoing;

(e)

the Purchaser will use commercially reasonable efforts to retain the services of its and its subsidiaries’ existing employees and consultants until the Effective Time, and will promptly provide written notice to the Company of the resignation or termination of any of its key employees or consultants;

(f)

neither the Purchaser nor its subsidiaries will make an application to amend, terminate, allow to expire or lapse or otherwise modify any of its Permits or take any action or fail to take any action which action or failure to act would result in the material loss, expiration or surrender of, or the loss of any material benefit under, or reasonably be expected to cause any Governmental Authority to institute proceedings for the suspension, revocation or limitation of rights under, any material Permit necessary to conduct its businesses as now being conducted;

(g)

the Purchaser and each of its subsidiaries will (i) duly and timely file all Returns required to be filed by it on or after the date hereof but prior to the Effective Time and all such Returns will be true, complete and correct in all material respects and (ii) timely withhold, collect, remit and pay all Taxes which are to be withheld, collected, remitted or paid by it to the extent due and payable prior to the Effective Time, except for any Taxes contested in good faith pursuant to applicable Laws;

(h)

the Purchaser will not (i) settle, compromise or agree to the entry of judgment with respect to any action, claim or other Proceeding relating to Taxes, (other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the Purchaser Financial Statements), (ii) enter into any Tax sharing, Tax allocation or Tax indemnification agreement, (iii) make a request for a Tax ruling to any Governmental Authority, or (iv) agree to any extension or waiver of the limitation period relating to any material Tax claim or assessment or reassessment;

(i)

the Purchaser will not, and will not cause or permit its subsidiaries to, settle or compromise any action, claim or other Proceeding (i) brought against it for damages or providing for the grant of injunctive relief or other non-monetary remedy (“Litigation”) (except where the action, claim or other Proceeding is insured and the Purchaser’s contribution does not exceed its deductible) or (ii) brought by any present, former or purported holder of its securities in connection with the transactions contemplated by this Agreement or the Arrangement;

(j)

the Purchaser will not, and will not cause or permit its subsidiaries to, commence any Litigation (other than Litigation in connection with the collection of accounts receivable, to enforce the terms of this Agreement or the Confidentiality Agreement, to enforce other obligations of the Company or as a result of Litigation commenced against the Purchaser);

(k)

the Purchaser will not, and will not cause or permit its subsidiaries to, enter into or renew any Contract (i) containing (A) any limitation or restriction on the ability of the Purchaser or its subsidiaries or, following completion of the transactions contemplated hereby, the ability of the Company or any of its affiliates, to engage in any type of activity or business, (B) any limitation or restriction on the manner in which, or the localities in which, all or any portion of the business of the Purchaser or its subsidiaries or, following consummation of the transactions contemplated hereby, all or any portion of the business of the Company or any of its affiliates, is or would be conducted, (C) any limit or restriction on the ability of the Purchaser or its subsidiaries or, following completion of the transactions contemplated hereby, the ability of the Company or any of its affiliates, to solicit customers or employees, or (D) containing any provision restricting or triggered by the transactions contemplated herein, or (ii) that would reasonably be expected to prevent or significantly impede or materially delay the completion of the Arrangement;

(l)

the Purchaser will not, and will not cause or permit any of its subsidiaries to, take any action which would render, or which reasonably may be expected to render, any representation or warranty made by the Purchaser in this Agreement untrue or inaccurate in any material respect (disregarding for this purpose all materiality or Purchaser Material Adverse Effect qualifications contained therein) at any time prior to the Effective Date if then made; and

(m)

as is applicable, the Purchaser will not, and will not cause or permit its subsidiaries to, agree, announce, resolve, authorize or commit to do any of the foregoing matters to which negative covenants pertain.

(a)

the businesses of the Company and its subsidiaries will be conducted only in the ordinary course of business consistent in all material respects with past practice, in accordance with applicable Laws and in accordance with the Company Budget, the Company and its subsidiaries will comply with the terms of all Company Material Contracts and the Company and its subsidiaries will use commercially reasonable efforts to maintain and preserve intact its and their business organizations, assets, properties, rights, Permits, goodwill and business relationships and keep available the services of its officers, employees and consultants of the Company and its subsidiaries as a group;

(b)

without limiting the generality of Section 4.2(a) above, the Company will not, directly or indirectly:

(i)

alter or amend the articles, by-laws or other constating documents of the Company;

(ii)

declare, set aside or pay any dividend on or make any distribution or payment or ‎return of capital in ‎respect of any equity securities of the Company or any

(iii)

split, divide, consolidate, combine or reclassify the Company Shares or any other securities of the Company or its subsidiaries;

(iv)

issue, sell, grant, award, pledge, dispose of or otherwise encumber or agree to ‎issue, sell, grant, award, pledge, dispose of or otherwise encumber any Company Shares or other equity or voting interests or any options, stock ‎appreciation rights, warrants, calls, conversion or exchange privileges or rights ‎of any kind to acquire (whether on exchange, exercise, conversion or ‎otherwise) any Company Shares or other equity or voting interests or other ‎securities or any shares of its subsidiaries (including, for greater certainty, ‎Company Options, Company DSUs, Company PSUs, Company RSUs or any other equity ‎based awards), other than pursuant to the exercise of Company Options or Company Warrants or the settlement of Company DSUs, Company PSUs and Company RSUs that are outstanding as of the date of ‎this Agreement in accordance with their terms;‎

(v)

redeem, purchase or otherwise acquire or subject to any Lien, any of its ‎outstanding Company Shares or other securities or securities convertible into or ‎exchangeable or exercisable for Company Shares or any such other securities or ‎any shares or other securities of its subsidiaries;‎

(vi)

amend the terms of any securities of the Company or its subsidiaries;

(vii)

adopt a plan of liquidation or pass any resolution providing for the liquidation or dissolution of the Company or its subsidiaries;

(viii)

reorganize, amalgamate or merge the Company with any other person and will not ‎cause or permit its subsidiaries to reorganize, amalgamate or merge with any ‎other person;‎

(ix)

reduce the stated capital of the shares of the Company or any of its subsidiaries;‎

(x)

create any subsidiary or enter into any Contracts or other arrangements regarding ‎the control or management of the operations, or the appointment of governing ‎bodies or enter into any joint venture or similar agreement, arrangement or ‎relationship;‎

(xi)

make any material changes to any of its accounting policies, principles, methods, practices or procedures (including by adopting any material new accounting policies, principles, methods, practices or procedures), except as disclosed in the Company Public Disclosure Record, as required by applicable Laws or under U.S. GAAP; or

(xii)

enter into, modify or terminate any Contract with respect to any of the foregoing;

(c)

the Company will immediately notify the Purchaser orally and then promptly notify the Company in writing of (i) any event, circumstance or development that would trigger the filing of a Form 8-K with the SEC; (ii) ‎any event, circumstance or development that has had or would reasonably be expected to have, individually or in the aggregate, a Company

(d)

the Company will not, and will not cause or permit its subsidiaries to, directly or indirectly, ‎except in connection with this Agreement:

(i)

sell, pledge, lease, licence, dispose of, mortgage or encumber or otherwise transfer ‎any assets or properties of the Company or its subsidiaries, other than sales of inventory in the ordinary course or the disposition of assets having a value less than US$100,000 in the aggregate;‎

(ii)

acquire (by merger, amalgamation, consolidation, arrangement or acquisition of ‎shares or other equity securities or interests or assets or otherwise) or agree to ‎acquire, directly or indirectly, in one transaction of a series of related ‎transactions, any corporation, partnership, association or other business ‎organization or division thereof or any property or asset, or make any ‎investment, directly or indirectly, in one transaction or in a series of related ‎transactions, by the purchase of securities, contribution of capital, property ‎transfer, or purchase of any property or assets of any other person, other than acquisitions of assets, equipment and supplies in the ordinary course that do not exceed 115% of the amounts budgeted for such acquisitions in the Company Budget;

(iii)

incur any capital expenditure or enter into any agreement obligating the Company or its subsidiaries to provide for future capital expenditures involving payments in excess of 115% of the amounts budgeted for such capital expenditures in the Company Budget in the aggregate;

(iv)

incur any indebtedness (including the making of any payments in respect thereof, ‎including any premiums or penalties thereon or fees in respect thereof) or issue ‎any debt securities, or assume, guarantee, endorse or otherwise as an ‎accommodation become responsible for the obligations of any other person, or ‎make any loans or advances (other than intercompany loans or advances); ‎

(v)

pay, discharge or satisfy any claim, liability or obligation prior to the same being due in an aggregate amount greater than US$100,000, other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected in the Company Budget;

(vi)

engage in any new business, enterprise or other activity that is inconsistent with the ‎existing businesses of the Company in the manner such existing businesses ‎generally have been carried on or (as disclosed in the Company Public ‎Disclosure Record) planned or proposed to be carried on prior to the date of ‎this Agreement;‎

(vii)

enter into or terminate any interest rate, currency, equity or commodity swaps, ‎hedges, derivatives, forward sales contracts or other financial instruments or ‎like transaction;

(viii)

terminate, fail to renew, cancel, waive, release, grant or transfer any rights of material value;

(ix)

enter into any lease or sublease of real property (whether as a lessor, sublessor, lessee or sublessee), or modify, amend or exercise any right to renew any lease or sublease of real property or acquire any interest in real property;

(x)

except in connection with matters otherwise permitted under this Section 4.2, enter into any Contract that, if entered into prior to the date hereof, would be a Company Material Contract, or terminate, cancel, extend, renew or amend, modify or change any Company Material Contract, or waive, release, or assign any material rights or claims thereto or thereunder;

(xi)

grant to any officer, director of the Company or its subsidiaries, or any employee or independent contractor of the Company whose annual salary or payment exceeds US$100,000, an increase in compensation in any form;

(xii)

take any action with respect to the grant, acceleration or increase of any severance, change of control, retirement, retention or termination pay or amend any existing arrangement relating to the foregoing;

(xiii)

enter into or modify any employment or consulting agreement with any officer or director of the Company or its subsidiaries;

(xiv)

increase the coverage, contributions, funding requirements or benefits available under any Employee Plan or create any new plan which would be considered to be an Employee Plan once created;

(xv)

make any material determination under any Employee Plan that is not in the ordinary course of business;

(xvi)

amend any equity based compensation plan of the Company, or adopt or make any contribution to or any award under any new performance share unit plan or other bonus, profit sharing, option, pension, retirement, deferred compensation, insurance, incentive compensation, compensation or other similar plan, agreement, trust, fund or arrangement for the benefit of directors or senior officers or former directors or senior officers of the Company or its subsidiaries;

(xvii)

take any action to accelerate the time of payment of any compensation or benefits, amend or waive any performance or vesting criteria or accelerate vesting under the any equity based compensation plan of the Company; or

(xviii)

establish, adopt, enter into, amend or terminate any collective bargaining agreement;

(xix)

terminate the employment or consulting arrangement of any senior management employees, except for cause;

(xx)

increase any benefits payable under its current severance or termination pay policies;

(xxi)

make any loan to any officer, director, employee or consultant of the Company or its subsidiaries, other than advancement of expenses in the ordinary course of business; or

(xxii)

authorize any of the foregoing, or enter into or modify any Contract to do any of ‎the foregoing;‎

(e)

the Company will use its commercially reasonable efforts to cause the current insurance (or re-insurance) policies maintained by the Company and its subsidiaries, including directors’ and officers’ insurance, not to be cancelled, terminated, amended or modified and to prevent any of the coverage thereunder from lapsing, unless at the time of such termination, cancellation or lapse, replacement policies underwritten by insurance or re-insurance companies of nationally recognized standing having comparable deductibles and providing coverage comparable to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect, provided, however, that, except as contemplated by Section 4.10, the Company will not obtain or renew any insurance (or re-insurance) policy for a term exceeding 12 months, except that renewal steps may be taken in advance of expiry;

(f)

the Company will use commercially reasonable efforts to retain the services of its and its subsidiaries’ existing officers, employees and consultants until the Effective Time, and will promptly provide written notice to the Purchaser of the resignation or termination of any of its key officers, employees or consultants;

(g)

neither the Company nor its subsidiaries will make an application to amend, terminate, allow to expire or lapse or otherwise modify any of its Permits or take any action or fail to take any action which action or failure to act would result in the material loss, expiration or surrender of, or the loss of any material benefit under, or reasonably be expected to cause any Governmental Authority to institute proceedings for the suspension, revocation or limitation of rights under, any material Permit necessary to conduct its businesses as now being conducted;

(h)

the Company and each of its subsidiaries will (i) duly and timely file all Returns required to be filed by it on or after the date hereof but prior to the Effective Time and all such Returns will be true, complete and correct in all material respects and (ii) timely withhold, collect, remit and pay all Taxes which are to be withheld, collected, remitted or paid by it to the extent due and payable prior to the Effective Time, except for any Taxes contested in good faith pursuant to applicable Laws;