Arrangement Agreement between Uranium Energy Corp., UEC 2022 Acquisition Corp. and UEX Corporation, dated June 13, 2022

Article 1 INTERPRETATION

2

Definitions

2

Interpretation

15

Entire Agreement

15

Currency

16

Time

16

Schedules

16

Knowledge

16

Accounting Principles

16

Invalidity of Provisions

16

Article 2 THE ARRANGEMENT

17

Arrangement

17

Implementation Steps by Target

17

Target Information Circular and Related Materials

18

Interim Order

18

Final Order

19

Payment of Consideration

19

Articles of Arrangement and Effective Date

19

Securities and Corporate Compliance

Preparation of Filings

20

Dissenting Shares

21

Parent and Purchaser Approvals

21

Target Approvals

21

No Fractional Shares

22

Parent Guarantee

22

U.S. Securities Law Matters

22

Withholding Taxes

24

U.S. Tax Matters

24

Article 3 REPRESENTATIONS AND WARRANTIES

25

Representations and Warranties of Target

25

Representations and Warranties of Purchaser

25

Article 4 ADDITIONAL AGREEMENTS

25

Non-Waiver

25

Nature and Survival

26

Insurance and Indemnification

26

Article 5 COVENANTS

26

Interim Financing

26

Announcement and Shareholder Communication

27

Target’s Covenants

27

Pre-Acquisition Reorganization

29

Covenants of Parent and Purchaser

31

Mutual Covenants

32

Target’s Covenants Regarding Non-Solicitation

34

Right to Accept a Superior Proposal

36

Article 6 REMEDIES

37

Availability of Equitable Remedies

37

Article 7 CONDITIONS

37

Mutual Conditions

37

Conditions Precedent to the Obligations of Parent and Purchaser

39

Conditions Precedent to the Obligations of Target

41

Notice and Cure Provisions

41

Satisfaction of Conditions

42

Article 8 AMENDMENT

42

Amendment

42

Mutual Understanding Regarding Amendments

43

Cooperation on Structure

43

Article 9 TERMINATION AND COMPENSATION

43

Termination

43

Effect of Termination

44

Expenses and Expense Reimbursement

45

Termination Fees

45

Article 10 GENERAL

46

Notices

46

Time of Essence

47

No Third Party Beneficiaries

47

Further Assurances

47

Governing Law

48

Execution in Counterparts

48

Enurement and Assignment

48

(a)

the division of this Agreement and the Plan of Arrangement into Articles and Sections and the further division thereof and the insertion of headings and a table of contents are for convenience of reference only and will not affect the construction or interpretation of this Agreement or the Arrangement. Unless otherwise indicated, any reference in this Agreement and the Plan of Arrangement to an Article, Section or Schedule refers to the specified Article or Section of or Schedule to this Agreement;

(b)

the terms “Arrangement Agreement”, “this Agreement”, “hereof”, “herein”, “hereunder” and similar expressions refer to this Agreement and not to any particular section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto and, unless otherwise indicated, a reference herein to a section is to the appropriate section of this Agreement;

(c)

words importing the singular number only will include the plural and vice versa, words importing the use of any gender will include all genders and words importing persons will include firms and corporations and vice versa;

(d)

if any date on which any action is required to be taken hereunder by any of the parties is not a Business Day, such action will be required to be taken on the next succeeding day which is a Business Day;

(e)

the word “including” means “including, without limiting the generality of the foregoing”; and

(f)

a reference to a statute is to that statute as now enacted or as the statute may from time to time be amended, re-enacted or replaced and includes any regulation, rule or policy made thereunder.

(a)

apply to the Court, as soon as reasonably practicable, in a manner acceptable to Purchaser, acting reasonably, under Section 192 of the CBCA for the Interim Order, which application will clearly state Target’s and Purchaser’s intention to rely on exemption from registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act to implement the Transaction, and thereafter proceed with and diligently pursue the Interim Order;

(b)

lawfully convene and hold the Target Meeting as soon as reasonable practicable after the receipt of the Interim Order, and in any event no later than August 15, 2022, for the purpose of approving the Arrangement Resolution. Except as otherwise provided in this Agreement, Target will not adjourn or otherwise change the timing of the Target Meeting without the prior written consent of Purchaser, such consent not to be unreasonably withheld;

(c)

subject to obtaining the Target Shareholder Approval as is required by the Interim Order, apply to the Court under Section 192 of the CBCA, as soon as reasonably practicable after the Target Meeting, for the Final Order approving the Arrangement, and thereafter proceed with and diligently pursue, the obtaining of the Final Order;

(d)

subject to obtaining the Final Order, as soon as reasonably practicable thereafter, but subject to the satisfaction or waiver of the other conditions herein contained in favour of each party, files the Articles of Arrangement with the Director and take all other steps or actions as may be required in connection with the Transaction to give effect to the Arrangement;

(e)

instruct counsel acting for it to bring the applications referred to in Section 2.2(a) and Section 2.2(c) in cooperation with counsel to Parent. Target shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served except as expressly permitted hereby or with Parent’s prior written consent, acting reasonably; and

(f)

permit Parent and its counsel to review and comment upon drafts of all materials to be filed by Target with the Court in connection with the Transaction and provide counsel to Parent on a timely basis with copies of any notice of appearance and evidence served on Target or its counsel in respect of the application for the Final Order or any appeal therefrom and of any notice (written or oral) received by Target indicating any intention to oppose the granting of the Final Order or to appeal the Final Order.

(a)

that Target Securityholders will be the only class of Persons to whom notice is to be provided in respect of the Arrangement and the Target Meeting and for the manner in which such notice is to be provided;

(b)

that the Target Meeting may be adjourned from time to time by management of Target without the need for additional approval of the Court;

(c)

that the record date for Target Securityholders entitled to notice of and to vote at, the Target Meeting will not change in respect of adjournments of the Target Meeting;

(d)

that the requisite approval for the Arrangement Resolution will be two-thirds of the votes cast on the Arrangement Resolution by Target Shareholders and two-thirds of the votes cast on the Arrangement Resolution by Target Securityholders (voting together as a single class), each present in person or represented by proxy at the Target Meeting and entitled to vote thereat, together with, if required by MI 61-101, minority approval in accordance with MI 61-101 (together, the “Target Shareholder Approval”);

(e)

that, in all other respects, the terms, restrictions and conditions of the notice of articles and articles of Target, including quorum requirements and all other matters, will apply in respect of the Target Meeting;

(f)

that the Parties intend to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act, subject to and conditioned on the Court’s determination that the Arrangement is substantially and procedurally fair and reasonable to applicable Target Securityholders;

(g)

for the grant of the dissent rights referred to in Section 2.12; and

(h)

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

(i)

the preparation of the applications by the Target for the Interim Order and Final Order and the preparation of any other documents reasonably considered by Purchaser or Target to be necessary to discharge their respective obligations under applicable Laws in connection with the Transaction; and

(ii)

the taking of all such action as may be required under applicable Laws in connection with the Transaction.

(b)

Each of Parent, Purchaser and Target will furnish to the other all such information concerning it, its Affiliates and its securityholders as may be required to effect the actions described in Section 2.3 and Section 2.10 and the foregoing provisions of this Section 2.11, and each covenants that no information furnished by it in connection with such actions or otherwise in connection with the consummation of the Transaction, will contain any untrue statement of a Material Fact or omit to state a Material Fact required to be stated or which is necessary in order to make any information so furnished not misleading in the light of the circumstances in which it is furnished or to be used.

(c)

Purchaser and Target will each promptly notify the other if at any time before the Effective Time it becomes aware that the Circular or an application for an order described in Section 2.2 or Section 2.4 or any application filed with a Governmental Entity, contains any untrue statement of a Material Fact or omits to state a Material Fact required to be stated therein or which is necessary to make the statements contained therein not misleading in light of the circumstances in which they were made, or that otherwise requires an amendment or supplement to the Circular or such application. In any such event, Purchaser and Target will cooperate in the preparation of a supplement or amendment to the Circular or such other application, as required and as the case may be, and, if required, will cause the same to be distributed to the Target Securityholders and/or filed with the applicable Governmental Entities.

(d)

Target will ensure that the Circular complies with all applicable Laws and, without limiting the generality of the foregoing, that the Circular does not contain any untrue statement of a Material Fact or omit to state a Material Fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they were made (other than with respect to any information relating to and provided by Purchaser to Target in writing). Without limiting the generality of the foregoing, Target will ensure that the Circular provides Target Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Target Meeting and to allow Purchaser to rely upon the exemption from registration provided under Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of Parent Shares in exchange for Target Shares pursuant to the Transaction.

(a)

to authorize it to consummate the Transaction on the terms set forth herein and in the Plan of Arrangement; and

(b)

to authorize it to execute and deliver this Agreement.

determined that the Transaction is fair to the Target Shareholders as a whole and is in the best interests of Target;

(b)

resolved to recommend that the Target Shareholders vote in favour of the Arrangement Resolution;

(c)

resolved to authorize Target to consummate the Transaction on the terms set forth herein and in the Plan of Arrangement;

(d)

resolved to authorize Target to execute and deliver this Agreement; and

(e)

received an opinion from the Financial Advisors prior to the mailing of the Circular and other documentation required in connection with the Target Meeting that the consideration payable under the Arrangement by Purchaser for the Target Shares is fair from a financial point of view to the Target Shareholders, subject to the assumptions and limitations described in such opinion.

(a)

it will continue to carry on the business and affairs of Target in the usual and normal course, take all action and make all expenditures necessary to maintain all of the properties and assets owned and controlled by Target in good standing and it will not, without prior consultation with and the consent of Purchaser, enter into new commitments of a capital expenditure nature or incur any new contingent liabilities, indebtedness or guarantee any new indebtedness;

(b)

it will not, except as provided for in this Agreement or as disclosed in the Target Disclosure Letter, without prior consultation with and the consent of Purchaser, directly or indirectly do, agree to do, or permit to occur any of the following: (i) amend its constating documents; (ii) declare, set aside or pay any dividend or other distribution or payment in respect of any of the Target Shares; (iii) issue, grant, sell or pledge or agree to issue, grant, sell or pledge any Target Securities (other than Target Shares issuable upon the exercise of currently outstanding Target Options, Target RSUs or Target Warrants); (iv) redeem, purchase or otherwise acquire any of the outstanding Target Securities; (v) split, combine or reclassify any of the Target Shares; (vi) adopt resolutions or enter into any agreement providing for the amalgamation, merger, consolidation, reorganization, liquidation, dissolution or any other extraordinary transaction or adopt any plan of liquidation; (vii) reduce its stated capital; (viii) sell or otherwise dispose or encumber of any of the assets of Target outside the ordinary course of business that individually or in the aggregate are material to Target; (ix) amend, alter, enter into or terminate any employment or consulting agreement or alter the pay, benefits or other terms and conditions of employment or service of any employees or consultants other than with non-executive employees in the ordinary course; (x) make or commit to make any severance payments or termination payments to any person including, without limitation, consultants, directors, officers, employees or agents of Target; or (xi) enter into or amend any agreements, arrangements or transactions with any related party;

(c)

it will fully cooperate and consult through a weekly meeting with Parent and Purchaser to allow Parent and Purchaser to monitor, and provide input with respect to all activities relating to the exploration, permitting, development and maintenance of all of the properties and assets owned and controlled by Target (and any disclosure of new technical information), including without limitation those items dealt with in the budget of expenditures referred to in Section 5.3(a);

(d)

it will permit Parent’s officers, directors, employees, consultants and advisors, at all reasonable times, access to the properties owned, controlled or operated by Target and to the books, records, reports, Target’s data, periodic site reports and all other information relevant to the business, properties and affairs of Target, including drill core and other samples and all reports, correspondence and other information provided by all of Target’s consultants. In addition, Target will conduct itself so as to keep Parent and Purchaser fully informed as to the material decisions or actions required to be made or undertaken with respect to the operation of its business, provided that such disclosure is not otherwise prohibited by operation of applicable Laws or by reason of a confidentiality obligation owed to a third party for which a waiver could not be obtained.

(e)

subject to Section 5.9 and Section 5.10, it will publicly support the Transaction and recommend to the Target Shareholders that they vote in favour of the Arrangement at the Target Meeting;

(f)

it will permit Parent’s officers, directors, employees, consultants and advisors to solicit acceptance of the Arrangement from the Target Shareholders in accordance with applicable Law;

(g)

Target shall cause its current insurance (or reinsurance) policies not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re- insurance companies of internationally recognized standing providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect;

(h)

Target shall not enter into, renew or modify any Material Contract, agreement, lease, commitment or arrangement to which Target is a party or by which either of them is bound, except insofar as may be necessary to permit or provide for the completion of the Arrangement or with the prior consent of Purchaser;

(i)

Target shall conduct its affairs so that all of the representations and warranties of Target contained herein shall be true and correct on and as of the Effective Date as if made on and as of such date; and

(j)

Target shall continue to provide access to Parent and Purchaser and each of its advisors for the purposes of conducting due diligence investigations;

(a)

it will use its commercially reasonable efforts to satisfy all of the conditions precedent to the completion of the Transaction and to use its commercially reasonable efforts to apply for and obtain, and will cooperate with Parent and Purchaser in applying for and obtaining, the consents, orders and approvals necessary for the Parties to complete the Transaction;

it will use its commercially best efforts to take, or cause to be taken, all actions and the preparation and filing of all documents, in each case as necessary or as requested by Parent or Purchaser, acting reasonably, to resolve, as soon as practicable, all deficiencies related to the matter set out in Schedule (J) of the Target Disclosure Letter;

(c)

it will promptly provide Parent and Purchaser with any information in the possession or control of, and relating to, Target and in addition, subject to any confidentiality obligations, will provide any information specifically requested by Parent or Purchaser or its counsel so that Parent and Purchaser may complete their due diligence investigations of Target; and

(d)

it will (i) take all action to lawfully solicit proxies in favour of the Arrangement Resolution, (ii) if requested by Purchaser, engage a Person to solicit proxies for the Target Meeting, and (iii) not make a Change in Recommendation except in accordance with Section 5.9 and Section 5.10.

(i)

any element of such pre-acquisition reorganization will not materially delay, impair or prevent the completion of the Arrangement;

(ii)

all elements of the pre-acquisition reorganization will be effective as close, as is reasonably practical, to the Effective Date;

(iii)

all elements of the pre-acquisition reorganization will be contingent upon Parent and Purchaser confirming that it is prepared to proceed immediately with the Arrangement;

(iv)

 neither Target nor the Target subsidiaries will be required to take any action that could result in

any pre-acquisition reorganization will not unreasonably interfere in the ongoing operations of Target;

any pre-acquisition reorganization will not require Target to contravene any Law, its respective organizational documents, or any contract of Target;

Purchaser fully indemnifies Target and the Target Subsidiaries, in form and substance satisfactory to Target (acting reasonably), for any expense, damage, loss or other disadvantage for so doing; and

such pre-acquisition reorganization does not prejudice or adversely affect Target Securityholders. Purchaser will provide Target with 10 Business Days notice, and a description of, the pre-acquisition reorganization, with it being understood in all cases that (A) any action taken by Target in good faith pursuant to any request to effect a pre-acquisition reorganization will be deemed not to constitute a breach of any representation, warranty or covenant under this Agreement or any other agreement to which Target and Purchaser are parties, (B) any expenses incurred by Target in preparing and carrying out any pre-acquisition reorganization will be borne by Purchaser, and (C) if, at the request of Purchaser, Target effects any pre-acquisition reorganization and the Arrangement is not consummated, Purchaser will be responsible for any structuring and unwinding costs (including any Tax costs) reasonably incurred in connection with any proposed or completed pre-acquisition reorganization.

(b)

Target will co-operate with Purchaser and use commercially reasonable efforts to provide support for all non-capital loss, net capital loss, adjusted cost base and other tax attributes of Target and its assets that may be necessary in connection with the pre-acquisition reorganization or the Arrangement and Target will co-operate with Purchaser to allow the Purchaser and its advisors to determine the nature of any pre-acquisition reorganizations that might be undertaken and the manner in which they may most effectively be undertaken.

(c)

Target will not knowingly take any action or enter into any transaction, other than a transaction contemplated by this Agreement or a transaction undertaken in the ordinary course of business consistent with past practice, that could reasonably be expected to have the effect of reducing or eliminating the amount of the tax cost “bump” pursuant to paragraphs 88(1)(c) and (d) of the Tax Act otherwise available to Purchaser and its successors and assigns in respect of the non-depreciable capital properties owned by Target as of the date of this Agreement or acquired by such entities subsequent to the date of this Agreement in accordance with the terms of this Agreement, without first consulting with Purchaser on same. Target will use commercially reasonable efforts to address the reasonable concerns of Purchaser in regards to such provisions before entering into such transaction.

(a)

it will use commercially reasonable efforts (i) to cause the Parent Shares to be issued to Target Shareholders pursuant to the terms of the Arrangement to be listed and posted for trading on the NYSE American and (ii) to cause the Parent Shares which the holders of Target Options, Target Warrants and Target RSUs are entitled to receive on exercise of Target Warrants, respectively, to be listed and posted for trading on the NYSE American;

(b)

Purchaser will honour the Target Options, and Target Warrants outstanding on the Effective Date which will continue in effect on the same terms and conditions (subject to the adjustments required after giving effect to the Arrangement including, without limitation, that such Target Options, and Target Warrants will be exercisable for Parent Shares). Purchaser will take all corporate action necessary to reserve for issuance a sufficient number of Parent Shares for delivery upon the exercise of the Target Options, and Target Warrants to be honoured in accordance with this Section 5.6(b);

(c)

it will not, prior to the Effective Date, except as provided for in this Agreement, without prior consultation with and the consent of Target, directly or indirectly do, agree to do, or permit to occur any of the following: (i) amend its constating documents in a manner that affects the Target Shareholders differently than the existing shareholders of Parent (ii) declare, set aside or pay any dividend or other distribution or payment in respect of any of the Parent Shares; (iii) split, combine or reclassify any of the Parent Shares; or (iv) reduce its stated capital;

(d)

following the Effective Date, no deduction will be claimed by Target, the Parent or any Person not dealing at arm’s length with the Target in computing its taxable income under the Tax Act in respect of any payment made to a holder of Target Options (or options exchanged therefor) (i) who is a resident of Canada or (ii) who is, or was, employed in Canada, in connection with the surrender or cancellation of a Target Option, or any Replacement Option, in respect of which an election under subsection 110(1.1) is available, and Parent will cause Target (and each other applicable Person who does not deal at arm’s length with the Target within the meaning of the Tax Act) to make and file in the prescribed form and manner the election provided for in subsection 110(1.1) of the Tax Act in respect of the Target Option (or Replacement Option, as the case may be), if available under the Tax Act; and

(e)

Parent shall ensure that there is a sufficient number of Parent Shares issuable upon exercise or vesting of the Replacement Options available under the Parent Stock Option Plan which is registered under a registration statement on Form S-8 filed with the U.S. Securities and Exchange Commission.

(i)

use its reasonable commercial efforts to preserve intact in all material respect its business organizations and goodwill, to keep available the services of its officers and employees as a group and to maintain satisfactory relationships with suppliers, unions, agents, distributors, customers and others having business relationships with it;

(ii)

not take any action that would interfere with or be inconsistent with the completion of the Transaction or which would render, or that reasonably may be expected to render, any representation or warranty made by it in this Agreement untrue in any material respect at any time before the Effective Date; and

(iii)

promptly notify the other Person of any Material Adverse Effect, or any change which could reasonably be expected to result in a Material Adverse Effect, in respect of its business or properties, and of any Governmental Entity or third party complaints, investigations or hearings (or communications indicating that the same may be contemplated);

(b)

it will use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to the obligations of such Party set forth in Article 7 to the extent that such is within its control and to take, or cause to be taken, all other reasonable action and to do, or cause to be done, all other things reasonably necessary, proper or advisable under all applicable Laws to complete the Transaction, including using all of its commercially reasonable efforts to:

(i)

obtain or co-operate in obtaining all necessary waivers, consents and approvals, including Regulatory Approvals, required to be obtained to consummate the Transaction;

(ii)

in the case of an approval under the Investment Canada Act:

(iii)

effect or co-operate in effecting all necessary registrations and filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Transaction and participate and appear in any required proceedings before Governmental Entities in connection therewith;

(iv)

oppose, lift or rescind or co-operate in opposing, lifting or rescinding any injunction or restraining order or other order or action seeking to stop, or otherwise adversely affecting the ability of Purchaser or Target to consummate, the Transaction;

(v)

fulfill all conditions and satisfy all provisions of the Transaction Documents on its part, including, where applicable, delivery of the certificates of its officers contemplated by Section 7.2(a) in the case of Target and Section 7.3(a) in the case of Purchaser; and

(vi)

otherwise cooperate with the other in connection with the performance by it of its obligations under the Transaction Documents;

(c)

subject in the case of Target to those actions it is permitted to do in compliance with Section 5.9 and Section 5.10, it will not take any action or refrain from taking any action, which would reasonably be expected to significantly impede or delay the consummation of the Transaction;

(d)

it will vigorously defend or cause to be defended any Claim or other legal proceedings brought against it challenging the Transaction; and

(e)

it will use commercially reasonable efforts to carry out all actions necessary to ensure the availability of the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder.

(b)

Subject to Section 5.10 or unless permitted pursuant to Section 5.9, Target agrees that it will not, and will not authorize or permit any of its officers, directors, employees, representatives, advisors or agents, directly or indirectly, to:

(i)

make, solicit, initiate, entertain, encourage, promote or facilitate, including by way of permitting any visit to its facilities or properties or entering into any form of agreement, arrangement or understanding, any inquiries or the making of any proposals regarding an Acquisition Proposal or that may be reasonably be expected to lead to an Acquisition Proposal;

(ii)

participate, directly or indirectly, in any discussions or negotiations regarding, or furnish to any person any information or otherwise co operate with, respond to, assist or participate in any Acquisition Proposal or potential Acquisition Proposal;

(iii)

remain neutral with respect to, or agree to, approve or recommend any Acquisition Proposal or potential Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal until 10 Business Days following formal announcement of such Acquisition Proposal will not be considered to be a violation of this paragraph (b)(iii));

(iv)

withdraw, modify, qualify or change in a manner adverse to Purchaser, or publicly propose to or publicly state that it intends to withdraw, modify, qualify or change in a manner adverse to Purchaser the approval, recommendation or declaration of advisability of the Target Board of the Transaction (a “Change in Recommendation”) (it being understood that failing to affirm the approval or recommendation of the Target Board of the Transaction within five (5) Business Days after an Acquisition Proposal relating to such Party has been publicly announced and, in circumstances where no Acquisition Proposal has been made, within 10 Business Days of being requested to do so by Purchaser, will be considered an adverse modification);

(v)

enter into any agreement, arrangement or understanding related to any Acquisition Proposal or requiring it to abandon, terminate or fail to consummate the Transaction or providing for the payment of any break, termination or other fees or expenses to any person in the event that the Transaction is completed or any other transaction agreed to before any termination of this Agreement; or

(vi)

make any public announcement or take any other action inconsistent with the recommendation of the Target Board to approve the Transaction.

(c)

Target will, and will cause the officers, directors, employees, consultants, representatives and agents of Target and the Target Subsidiaries to, immediately terminate and cease any discussions or negotiations with any parties (other than Purchaser) with respect to any proposal that constitutes, or may reasonably be expected to constitute, an Acquisition Proposal. Target will: (i) discontinue or not allow access to any of its confidential information to any third party; and (ii) immediately request the return or destruction of all information provided to any third party that has entered into a confidentiality agreement with Target relating to a potential Acquisition Proposal to the extent that such information has not previously been returned or destroyed, and will use commercially reasonable efforts to ensure that such requests are honoured. Target agrees not to: (iii) release any third party from any confidentiality agreement relating to a potential Acquisition Proposal to which such third party is a party except to allow a Person to propose an Acquisition Proposal to the Target Board; (iv) release any third party from any non-solicitation or standstill agreement or provision to which such third party is a party. Target also agrees not to amend, modify or waive any such confidentiality, non-solicitation or standstill agreement or provision and undertakes to enforce, or cause the Target Subsidiaries to enforce such agreements and provisions.

(d)

From and after the date of this Agreement, Target will promptly (and in any event within 24 hours) notify Purchaser, at first orally and then in writing, of any proposals, offers or written inquiries relating to or constituting an Acquisition Proposal, or any request for non-public information relating to Target. Such notice will include (i) a description of the material terms and conditions of any proposal, inquiry or offer, (ii) the identity of the person making such proposal, inquiry or offer, (iii) summary of the valuation analysis attributed by the Target Board in good faith to any non-cash consideration included in such Acquisition Proposal after consultation with its financial advisors, and (iv) provide such other details of the proposal, inquiry or offer as Purchaser may reasonably request. Target will keep Purchaser fully informed on a prompt basis of the status, including any change to the material terms, of any such inquiry, proposal or offer.

(i)

Target has provided Purchaser with a copy of the Superior Proposal document;

(ii)

Target has provided Purchaser with the information regarding such Superior Proposal required under Section 5.9(d);

(iii)

the Target Board has determined in good faith after consultation with outside legal counsel and its financial advisors that it is necessary in order for the Board of Directors to discharge properly its fiduciary duties to withdraw or modify its approval or recommendation of this Agreement and to approve or recommend such Superior Proposal;

(iv)

five Business Days will have elapsed from the later of the date Purchaser received written notice (a “Superior Proposal Notice”) advising Purchaser that the Target Board has resolved to accept, approve, recommend or enter into an agreement in respect of such Superior Proposal subject only to this Section 5.10, and the date Purchaser received a copy of such Superior Proposal document. In the event that Target provides Purchaser with a Superior Proposal Notice on a date that is less than seven Business Days before the Target Meeting of shareholders, Target shall, at the request of Purchaser, adjourn such meeting to a date that is not less than five Business Days and not more than 15 days after the date of the Superior Proposal Notice. Unless otherwise ordered by a court, Target will continue to take all reasonable steps necessary to hold the Target Meeting and to cause the Transaction to be voted on at such meeting; and

(v)

Target has paid to Purchaser the Termination Fee within five Business Days of the date of termination of this Agreement, Target acknowledging and agreeing that payment of the Termination Fee under Section 9.6 is a condition to valid termination of this Agreement under Section 9.1(f) and this Section 5.10(a).

(b)

During the five Business Day period referred to in Section 5.10(a)(iv), Target agrees that Purchaser will have the right, but not the obligation, to offer in writing to amend the terms of this Agreement, which offer must be received by Target before 5:00 p.m. (Vancouver time) on the fifth Business Day of such period in order for such offer to comply with the requirements of this Section 5.10(b). The Target Board will review any written proposal by Purchaser to amend the terms of this Agreement in good faith in order to determine, in its discretion in the exercise of its fiduciary duties, whether the amended proposal would, upon acceptance by Target, be at least equivalent to the Superior Proposal. If the Target Board so determines, it will enter into an amended agreement with Purchaser reflecting the amended proposal. If the Target Board does not so determine, Target may accept, approve, recommend or enter into an agreement, understanding or arrangement in respect of such Superior Proposal, subject to compliance with Section 9.6 hereof.

(c)

Each Party also acknowledges and agrees that each successive material modification of any Acquisition Proposal will constitute a new Acquisition Proposal for the purposes of the requirement under clause (iv) of Section 5.10(a) and will initiate an additional five Business Day notice period.

(a)

the Interim Order will have been granted in form and substance satisfactory to Target and Purchaser, acting reasonably, and will not have been set aside or modified in a manner unacceptable to such Parties, acting reasonably, on appeal or otherwise;

(b)

the Arrangement Resolution will have been passed at the Target Meeting in accordance with the Interim Order;

(c)

the Final Order will have been granted in form and substance satisfactory to Target and Purchaser, acting reasonably, and will not have been set aside or modified in a manner unacceptable to such Parties, acting reasonably, on appeal or otherwise;

(d)

the Effective Date will occur before the Outside Date;

(e)

there will be no action taken under any Laws or by any Governmental Entity, that:

(i)

makes it illegal or, directly or indirectly, restrains, enjoins or prohibits the Transaction or any other transactions or agreements contemplated herein, or

(ii)

results in a judgment or assessment of damages, directly or indirectly, relating to the transactions or agreements contemplated in the Transaction Documents which would have a Material Adverse Effect on Parent or Purchaser taking into account the Transaction;

(f)

all required material consents, waivers, permits, orders and approvals of any (a) Governmental Entity or other Persons, including, without limiting the generality of the foregoing, Antitrust Approvals, if any, and Regulatory Approvals, and (b) the Stock Exchanges, and the expiry of any waiting periods, in connection with, or required to permit, the consummation of the Transaction, will have been obtained or received on terms that will not have a Material Adverse Effect on Purchaser or Purchaser taking into effect the Transaction, and reasonably satisfactory evidence thereof will have been delivered to each Person;

(g)

the distribution of the Parent Shares and Replacement Options in Canada pursuant to the Arrangement, and the distribution of the Parent Shares upon exercise of Target Warrants are exempt from, or otherwise not subject to, prospectus requirements of applicable Securities Laws and, except with respect to persons deemed to be “control persons” or the equivalent under applicable Securities Laws, the Parent Shares and Replacement Options to be distributed in Canada pursuant to the Arrangement are not subject to any resale restrictions under applicable Securities Laws; provided that no holder of Target Shares, Target Options or Target RSUs will be, or have been within 90 days of the Effective Time, or, at the Effective Time become, an affiliate (as defined in Rule 144(a)(1) under the U.S. Securities Act), which such securities would then be subject to restrictions on resale under U.S. Securities Laws, including Rule 144 under the U.S. Securities Act; however, the Parent Shares to be distributed pursuant to the exercise of Target Warrants will be “restricted securities” as such term is defined under Rule 144(a)(3) under the U.S. Securities Act and contain a U.S. restrictive legend on such Parent Shares;

(h)

the distribution of the Parent Shares and Parent Options, if any, in the United States in exchange for the Target Shares, Target Options and Target RSUs, if any, respectively, pursuant to the Arrangement is exempt from registration requirements under the U.S. Securities Act pursuant to Section 3(a)(10) thereof; and

(i)

this Agreement will not have been terminated pursuant to Article 9.

(a)

all covenants of Target under this Agreement to be performed on or before the Effective Date will have been duly performed by Target in all material respects. Each of the Locked-up Shareholders shall have complied with their respective Voting Agreements;

(b)

all representations and warranties of Target will be true and correct in all material respects as of the Effective Date, as if made on and as of such date (except to the extent such representations and warranties speak as of an earlier date, in which event such representations and warranties will be true and correct or true and correct in all material respects, as the case may be, as of such earlier date, or except as affected by transactions contemplated or permitted by this Agreement), without giving effect to any materiality or similar qualifications contained in or incorporated directly or indirectly in such representations and warranties, and Purchaser will have received a certificate of Target addressed to Purchaser and dated on such date, signed on behalf of Target by two senior executive officers of Target in their capacity as such and without personal liability, confirming the same;

(c)

since the date of this Agreement, there will not have been any change, effect, event, occurrence, development or state of facts that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on Target;

(d)

holders of no more than 5% of the issued and outstanding Target Shares will have exercised their dissent rights (and not withdrawn such exercise) in respect of the Arrangement;

(e)

Purchaser will have received a certificate of Target signed by two senior officers of Target and dated the Effective Date certifying that the conditions set out in Section 7.2(a) to and Section 7.2(e) have been satisfied, which certificate will cease to have any force and effect after the Effective Time;

(f)

there shall not be pending or threatened in writing any Claim by any Governmental Entity or any other person that is reasonably likely to result in any:

(g)

ICA Clearance has been obtained and shall be in force and effect;

(h)

Purchaser will have received resignation and releases executed in favour of Parent, Purchaser, Target and Target Subsidiaries, in a form satisfactory to the Purchaser (but in no event shall any such resignation be effective until after the change of control of Target), acting reasonably, from and against, among other things, all claims in respect of any change of control payments and/or accrued fees from each of the directors and officers of Target, all of such change of control payments and/or accrued fees to be settled concurrently with closing of the Arrangement; and

(i)

Purchaser will have received all such other documents and certificates as may reasonably be required by Purchaser in connection with completion of the Arrangement.

(a)

all covenants of Parent and Purchaser under this Agreement to be performed on or before the Effective Date will have been duly performed by Purchaser in all material respects;

(b)

all representations and warranties of Parent and Purchaser will be true and correct in all material respects as of the Effective Date, as if made on and as of such date (except to the extent such representations and warranties speak as of an earlier date, in which event such representations and warranties will be true and correct or true and correct in all material respects, as the case may be, as of such earlier date, or except as affected by transactions contemplated or permitted by this Agreement), without giving effect to any materiality or similar qualifications contained in or incorporated directly or indirectly in such representations and warranties, and Target will have received a certificate of Parent addressed to Target and dated on such date, signed on behalf of Parent by two senior executive officers of Purchaser without personal liability, confirming the same;

(c)

since the date of this Agreement, there will not have been any change, effect, event, occurrence, development or state of facts that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on Parent or Purchaser (excluding any change, effect, event occurrence or state of facts that is specifically referred to in the Purchaser Disclosure Documents); and

(d)

Target will have received all such other documents and certificates as may reasonably be required by Target in connection with completion of the Arrangement.

(a)

cause any of the representations or warranties of such Person contained herein to be untrue or inaccurate in any material respect as of the date hereof or at the Effective Date; or

(b)

result in the failure of such Person to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement before the Effective Date.

(a)

change the time for performance of any of the obligations or acts of the Parties;

(b)

waive any inaccuracies or modify any representation or warranty contained herein or in any document delivered pursuant hereto;

(c)

waive compliance with or modify any of the covenants herein contained and waive or modify performance of any of the obligations of the parties; and

(d)

waive compliance with or modify any conditions precedent herein contained;

by mutual written consent of the Parties;

by either Target or Purchaser pursuant to the exercise of their rights set forth in Section 7.1, hereof, provided that the provisions of Section 7.4 have been complied with;

by Parent or Purchaser pursuant to the exercise of its rights set forth in Section 7.2, provided the provisions of Section 7.4 have been complied with;

by Target pursuant to the exercise of its rights set forth in Section 7.3, provided the provisions of Section 7.4 have been complied with;

by either Target or Purchaser if the Target Shareholders fail to approve the Arrangement Resolution at the Target Meeting;

by Target, following receipt of, and in order to enter into a definitive written agreement with respect to a Superior Proposal, but only in compliance with Section 5.10 and Section 9.6;

by Purchaser, (i) if the Target Board has made a Change in Recommendation, or (ii) Target has entered into a binding agreement with respect to a Superior Proposal, in each case only in compliance with Section 5.10 and Section 9.6;

by Purchaser, if, subject to Section 7.4, a failure to perform, in all material respects, any covenant or agreement on the part of Target set forth in this Agreement that would cause the conditions set forth in Section 7.1 or Section 7.2 not to be satisfied, and such conditions are incapable of being satisfied by the Outside Date; provided that Purchaser is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 7.1 or Section 7.3 not to be satisfied; or

by Target, if, subject to Section 7.4, a failure to perform, in all material respects, any covenant or agreement on the part of Purchaser set forth in this Agreement that would cause the conditions set forth in Section 7.1 or Section 7.3 not to be satisfied, and such conditions are incapable of being satisfied by the Outside Date; provided that Target is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 7.1 or Section 7.2 not to be satisfied.

the provisions of Section 9.3 and Section 9.6, and this Section 9.2 will remain in full force and effect and will survive any such termination;

neither Target nor Purchaser will be released or relieved from any liability arising from their breach of any of their representations, warranties, covenants, or agreements as set forth in the Transaction Documents save and except as provided therein; and

the covenant of Purchaser and Target with respect to confidentiality set forth in the Letter of Intent will survive the termination of this Agreement or completion of the Transaction and continue in full force and effect for a period of two years thereafter.

Section 9.1(e) in circumstances where a bona fide Acquisition Proposal, or the intention to enter a bona fide Acquisition Proposal with respect to Target, has been publicly announced before the termination of this Agreement and not withdrawn, and within 12 months of the date of such termination:

any Person or group of people:

directly or indirectly acquires Target by takeover bid, arrangement, business combination or otherwise;

directly or indirectly acquires the assets of Target or the Target Subsidiaries that constitute more than 50% of the consolidated assets of Target; or

directly or indirectly acquires more than 50% of the Target Shares; or

Target and/or Target Subsidiaries enters into a definitive agreement in respect of, or the Target Board approves or recommends, a transaction contemplated by (i) above with any Person or group of people and that transaction is consummated at any time thereafter;

(b)

Section 9.1(f); or

(c)

Section 9.1(g);

(a)

if to Target:

(b)

if to Parent or Purchaser:

the division of this Plan of Arrangement into Articles and Sections and the further division thereof into subsections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Plan of Arrangement. Unless otherwise indicated, any reference in this Plan of Arrangement to an Article, Section or subsection refers to the specified Article, Section or subsection to this Plan of Arrangement;

the terms “hereof”, “herein”, “hereunder” and similar expressions refer to this Plan of Arrangement and not to any particular section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto and, unless otherwise indicated, a reference herein to a Section is to the appropriate Section of this Plan of Arrangement;

words importing the singular number only will include the plural and vice versa, words importing the use of any gender will include all genders and words importing persons will include firms and corporations and vice versa;

if any date on which any action is required to be taken hereunder by any of the parties is not a Business Day, such action will be required to be taken on the next succeeding day which is a Business Day;

the word “including” means “including, without limiting the generality of the foregoing”;

a reference to a statute is to that statute as now enacted or as the statute may from time to time be amended, re-enacted or replaced and includes any regulation, rule or policy made thereunder; and

all references to cash or currency in this Plan of Arrangement are to Canadian dollars unless otherwise indicated.

each Target RSU outstanding immediately prior to the Effective Time shall immediately and unconditionally vest, notwithstanding the terms of the Target RSU Plan and shall, without any further action by or on behalf of the Target RSU Holder thereof, be deemed to have been settled and fully extinguished by the Target issuing to such Target RSU Holder the number of Target Shares the Target RSU Holder is entitled to under each Target RSU. The Target Shares will be issued to such Target RSU Holder as fully paid and non-assessable shares in the capital of Target; provided that no share certificates shall be issued with respect to such shares;

(i) each Target RSU Holder shall cease to be a holder of such Target RSUs, (ii) each such holder’s name shall be removed from each applicable register maintained by Target, (iii) the Target RSU Plan and all agreements relating to the Target RSUs shall be terminated and shall be of no further force and effect, and (iv) each Target RSU Holder will thereafter have only the right to receive the consideration to which they are entitled pursuant to Section 3.1(a) at the time and in the manner specified in Section 3.1(a);

immediately thereafter, each issued Target Share outstanding immediately prior to the Effective Time and held by a Target Shareholder in respect of which Dissent Rights have been validly exercised will be deemed to have been transferred without any further act or formality to Purchaser, free and clear of any liens, claims and encumbrances, and:

such Target Shareholder will cease to be the registered holder of such Dissenting Shares and will cease to have any rights as registered holders of such Target Shares other than the right to be paid fair value for such Dissenting Shares as set out in Article 5;

such Target Shareholder’s name will be removed as the registered holder of such Dissenting Shares from the registers of Target Shares maintained by or on behalf of Target; and

Purchaser will be deemed to be the transferee of such Dissenting Shares, free and clear of any liens, claims and encumbrances, and will be entered in the registers of Target Shares maintained by or on behalf of Target; and

immediately thereafter, each issued and outstanding Target Share (other than any Target Share in respect of which the Target Shareholder has validly exercised Dissent Rights) will be transferred to, and acquired by Purchaser, without any act or formality on the part of the holder of such Target Share or Purchaser, free and clear of all liens, claims and encumbrances, in exchange for 0.0831 of a Parent Share, provided that the aggregate number of Parent Shares payable to any Target Shareholder, if calculated to include a fraction of a Parent Share, will be rounded down to the nearest whole Parent Share, with no consideration being paid for the fractional share, and:

(i)

the registered holders of such Target Shares shall cease to be the registered holders thereof and to have any rights as holders of such Target Shares other than the right to receive the Consideration from the Purchaser in accordance with this Plan of Arrangement;

(ii)

such holders’ names shall be removed from the register of the Target Shares maintained by or on behalf of the Target;

(iii)

the Purchaser shall be deemed to be the transferee and the legal and beneficial holder of such Target Shares (free and clear of all Liens) and shall be entered as the registered holder of such Target Shares in the register of the Target Shares maintained by or on behalf of the Target; and

(iv)

the Purchaser shall cause to be issued and delivered the Consideration issuable and deliverable to such Target Shareholder (other than Dissenting Target Shareholders) and such Target Shareholder’s name shall be added to the applicable register of holders of Parent Shares maintained by or on behalf of the Parent in respect of such Parent Shares;

immediately thereafter (the “Option Exchange Time”), each Target Option that is outstanding immediately prior to the Effective Time (whether vested or unvested) will be exchanged for an option (a “Replacement Option”) to purchase from Parent such number of Parent Shares, in each case equal to (A) that number of Target Shares that were issuable upon exercise of such Target Option immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, rounded down to the nearest whole number of Parent Shares at an exercise price per Parent Share equal to the quotient determined by dividing: (X) the exercise price per Target Share at which such Target Option was exercisable immediately prior to the Effective Time, by (Y) the Exchange Ratio, rounded up to the nearest whole cent. All other terms and conditions of such Replacement Option, including the term to expiry, vesting, conditions to and manner of exercising, will be the same as the Target Option for which it was exchanged except that, notwithstanding the foregoing, (i) if a Replacement Option holder (other than Roger Lematire, Evelyn Abbott or Chris Hamel) ceases to be an “Eligible Participant” (as defined in the Parent Stock Option Plan) for any reason other than Disability (as defined in the Parent Stock Option Plan) or death, the vested Replacement Options held by such holder at the date of such cessation may be exercised, in whole or in part, by such holder up to the earlier of (A) three months after the cessation date and (B) the expiry date specified in the stock option certificate in respect of the Target Option for which such holder’s Replacement Option was exchanged, and (ii) if any of Roger Lematire, Evelyn Abbott or Chris Hamel ceases to be an “Eligible Participant” (as defined in the Parent Stock Option Plan) for any reason other than Disability (as defined in the Parent Stock Option Plan) or death, the vested Replacement Options held by such holder at the date of such cessation may be exercised, in whole or in part, by such holder up to the earlier of (i) one year after the cessation date and (ii) the expiry date specified in the stock option certificate in respect of the Target Option for which such holder’s Replacement Option was exchanged, and the Replacement Options shall otherwise be subject to the terms and conditions of the Parent Stock Option Plan in effect at the applicable time but only to the extent that such terms and conditions of the Parent Stock Option Plan would not (i) prevent any Parent Share sold or issued under a Replacement Option from being a “prescribed share” at the time of its sale or issue within the meaning of section 6204 of the regulations to the Tax Act or (ii) prevent the Parent Stock Option Plan from being an agreement to sell or issue securities within the meaning of section 7 of the Tax Act in respect of a Replacement Option; and further, notwithstanding the foregoing, in the case of Target Optionholders who are United States persons under Section 7701(a)(30) of the Code, such Replacement Options must comply with the requirements for substitution under section 409A of the Code and Treasury Regulations at 1.409A-1(b)(5)(v)(D). It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of each Target Option for a Replacement option under this Section 3.1(e), therefore, notwithstanding the foregoing, in the event that: (I) the excess of the aggregate fair market value of the Parent Shares subject to a Replacement Option, determined immediately after the Option Exchange Time, over the aggregate option exercise price for such Parent Shares pursuant to such Replacement Option (such excess referred to as the “Replacement Option In the Money Amount”) would otherwise exceed (II) the excess of the aggregate fair market value of the Target Shares subject to the Target Option in exchange for which the Replacement Option was granted, determined immediately prior to the Option Exchange Time, over the aggregate option exercise price for the Target Shares pursuant to such Target Option (such excess referred to as the “Target Option In the Money Amount”), the option exercise price for Parent Shares subject to the Replacement Option shall be adjusted with effect at and from the Option Exchange Time so that the Replacement Option In the Money Amount of the Replacement Option does not exceed the Target Option In the Money Amount of the Target Option in accordance with subsection 7(1.4) of the Tax Act and to the extent applicable, Section 409A of the Code, but only to the extent necessary and in a manner that does not otherwise (except to the extent necessary to comply with subsection 7(1.4) of the Tax Act and Section 409A of the Code) adversely affect the holder of the Replacement Option;

In consideration for the issuance of Parent Shares by Parent to Target Shareholders pursuant to Section 3.1(d), Purchaser shall issue to Parent such number of Purchaser Shares equal to the number of Target Shares outstanding immediately prior to the Effective Time less the number of Dissenting Shares, if any, and upon the issuance of such Purchaser Shares in accordance with this Section 3.1(f), Purchaser shall be deemed to have issued such fully paid and non-assessable Purchaser Shares to Parent, and the stated capital account maintained by Purchaser in respect of such Purchaser Shares shall be increased by an amount equal to the Canadian dollar equivalent of the fair market value of the Parent Shares issued by Parent to Target Shareholders pursuant to Section 3.1(d);

the stated capital of the Target Shares shall be reduced to $1.00 without any repayment of capital in respect thereof;

the Target and the Purchaser shall amalgamate pursuant to section 182 of the CBCA and continued as one corporation to form Amalco in accordance with the following:

(i)

Name. The name of Amalco shall be “UEX Corporation”;

(ii)

Registered Office. The registered office of Amalco shall be located at 1500-1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7;

(iii)

Share Provisions. Amalco shall be authorized to issue an unlimited number of common shares without nominal or par value to which shares shall be attached the following rights (i) to vote at any meeting of shareholders of Amalco; (ii) to receive any dividend declared by Amalco; and (iii) to receive the remaining property of Amalco upon dissolution;

(iv)

Restrictions on Share Transfers. None;

(v)

Other Provisions. The other provisions forming part of the Articles of Amalco shall be those of the Purchaser, mutatis mutandis;

(vi)

Directors. (A) directors of Amalco shall, until otherwise changed in accordance with the CBCA, consist of a minimum number of one director and a maximum number of 11 directors; (B) the number of directors on the board of directors of Amalco shall initially be set at three; and (C) the initial directors of Amalco immediately following the amalgamation shall be the directors of the Purchaser at the Effective Time;

(vii)

Business and Powers. There shall be no restrictions on the business Amalco may carry on or on the powers it may exercise;

(viii)

Stated Capital. The aggregate stated capital of the common shares of Amalco will be an amount equal to the paid up capital for the purposes of the Tax Act of the common shares in the capital of the Purchaser immediately before the amalgamation;

(ix)

By-laws. The by-laws of Amalco shall be the by-laws of the Purchaser, mutatis mutandis;

(x)

Effect of Amalgamation. The provisions of subsections 186(b), (c), (d), (e) and (f) of the CBCA shall apply to the amalgamation with the result that:

(A)

all of the property of each of the Target and the Purchaser shall continue to be the property of Amalco;

(B)

Amalco shall continue to be liable for all of the obligations of each of the Target and the Purchaser;

(C)

any existing cause of action, claim or liability to prosecution of the Target or the Purchaser shall be unaffected;

(D)

any civil, criminal or administrative action or proceeding pending by or against the Target or the Purchaser may be continued to be prosecuted by or against Amalco; and

(E)

a conviction against, or ruling, order or judgment in favour of or against, the Target or the Purchaser may be enforced by or against Amalco;

(xi)

Articles. The Articles of Arrangement filed to give effect to the Arrangement shall be deemed to be the articles of amalgamation of Amalco and the Certificate of Arrangement issued in respect of such Articles of Arrangement by the Director under the CBCA shall be deemed to be the certificate of amalgamation of Amalco; and

(xii)

Effect of Amalgamation on Securities. On the amalgamation:

(A)

each issued and outstanding Target Share shall be cancelled without any repayment of capital; and

(B)

each issued and outstanding common share in the capital of the Purchaser shall survive and continue as one (1) common share in the capital of Amalco.

(a)

Amalco will be a wholly-owned Subsidiary of Parent:

(b)

the rights of creditors against the property and interests of Target will be unimpaired by the Arrangement; and

(c)

Target Shareholders, other than Dissenting Target Shareholders, will hold Parent Shares in replacement for their Target Shares, as provided by the Plan of Arrangement.

Organization: Target and each of the Target Subsidiaries is a corporation duly incorporated or amalgamated or an entity duly created and validly existing under all applicable Laws of its jurisdiction of incorporation, continuance or creation and has all necessary corporate or other power, authority and capacity to own its property and assets as now owned and to carry on its business as it is now being conducted. Target and each of its subsidiaries (i) has all licenses, permits, certificates, orders and other authorizations of or from any Governmental Entity necessary to conduct its business substantially as now conducted, and (ii) is duly registered or otherwise authorized and qualified to do business and is in good standing in each jurisdiction in which the character of its properties, owned, leased, licensed or otherwise held, or the nature of its activities makes such qualification necessary.

Capitalization: The authorized share capital of Target consists of unlimited number of Target Shares and an unlimited number of Preferred shares issuable in series (none of which Preferred shares are issued and outstanding as of the closing of business on June 10, 2022). The number of issued and outstanding Target Shares, Target Options, Target RSUs and Target Warrants as of the close of business on June 10, 2022 is set forth in Schedule (B) of the Target Disclosure Letter. Except as disclosed above, there are no options, warrants, conversion privileges or other rights, shareholder rights plans, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any character whatsoever requiring or which may require the issuance, sale or transfer by Target of any securities of Target (including Target Shares), or any securities or obligations convertible into, or exchangeable or exercisable for, or otherwise evidencing a right or obligation to acquire, any securities of Target (including Target Shares). All outstanding Target Shares have been duly authorized and validly issued, are fully paid and non-assessable, and all Target Shares issuable upon the exercise of rights under the Target Options, Target RSUs and Target Warrants in accordance with their respective terms have been duly authorized and, upon issuance, will be validly issued as fully paid and non-assessable, and are not and will not be subject to, or issued in violation of, any pre-emptive rights. All securities of Target (including the Target Shares, the Target Options, Targets RSUs and the Target Warrants) have been issued in compliance with all applicable Laws and Securities Laws. There are no securities of Target outstanding which have the right to vote generally (or, other than the Target Options, Targets RSUs and the Target Warrants, are convertible into, or exchangeable or exercisable for securities having the right to vote generally) with the Target Shareholders on any matter. There are no outstanding contractual or other obligations of Target or any of the Target Subsidiaries to repurchase, redeem or otherwise acquire any of its securities or with respect to the voting or disposing of any of its outstanding securities. There are no outstanding bonds, debentures or other evidences of indebtedness of Target having the right to vote with the holders of the outstanding Target Shares on any matters.

Authority: Target has the requisite corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by Target as contemplated by this Agreement and to perform its obligations hereunder and under such other agreements and instruments. The execution and delivery of this Agreement by Target and the performance by Target and of its obligations under this Agreement have been duly authorized by the Target Board and no other corporate proceedings on the part of Target or any of the Target Subsidiaries is necessary to authorize the execution and delivery of this Agreement or the performance by Target of its obligations under this Agreement or the Arrangement pursuant to the Plan of Arrangement. This Agreement has been duly executed and delivered by Target and constitutes a legal, valid and binding obligation of Target, enforceable against Target in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered.

No Consent: No consent, approval, order or Authorization of, or declaration or filing with, any Governmental Entity or other Person is required to be obtained by Target or any of the Target Subsidiaries in connection with the execution and delivery of this Agreement or the consummation by Target of the transactions contemplated hereby other than:

(i)

in connection with or in compliance with applicable securities Laws;

(ii)

obtaining the Interim Order and Final Order, obtaining any approvals required by the Interim Order and Final Order and filing any documents as may be required to be filed with the Director;

(iii)

any other consents, waivers, permits, orders or approvals referred to in the Target Disclosure Letter; and

(iv)

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

(e)

Target Subsidiaries: The only Subsidiaries of Target are the Target Subsidiaries and Target does not own a direct or indirect voting or equity interest in any Person that is not one of the Target Subsidiaries and has no agreement or other commitment to acquire such interest. The authorized and issued securities of each Target Subsidiary is set out in Schedule (E) of the Target Disclosure Letter. All of the outstanding shares of the Target Subsidiaries are validly issued, fully paid and non-assessable and free of pre-emptive rights to the extent such concepts exists under applicable Laws. Other than as set out in Schedule (E) of the Target Disclosure Letter, all of the outstanding shares of the Target Subsidiaries are owned, directly or indirectly, by Target. Except pursuant to restrictions on transfer contained in the Articles or by-laws (or their equivalent) of the applicable Target Subsidiary, the outstanding shares of the Target Subsidiaries are owned free and clear of all Encumbrances, other than the Target Permitted Encumbrances, and Target is not liable to any creditor in respect thereof.

(f)

No Violation: None of the authorization, execution and delivery of this Agreement by Target, the completion of the transactions contemplated by this Agreement or the Plan of Arrangement, or compliance by Target with any of the provisions hereof or thereof will: (1) violate, conflict with, or result (with or without notice or the passage of time) in a violation or breach of any provision of, or require any consent, approval or notice under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) or result in a right of termination or acceleration under, or result in the creation of any Lien upon, any of the properties or assets of Target, or cause any indebtedness to come due before its stated maturity or cause any credit commitment to cease to be available or cause any payment or other obligation to be imposed on Target, under any of the terms, conditions or provisions of (A) their respective articles, charters or by-laws or other comparable organizational documents, or (B) any note, bond, mortgage, indenture, loan agreement, deed of trust, Lien, license, permit, or other Contract; or (2) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provisions of any Laws applicable to Target or any of their respective properties or assets; or (3) cause the suspension or revocation of any Permit currently in effect in respect of Target (except, in the case of each of clauses (1), (2) and (3) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens which, or any consents, approvals or notices which if not given or received, would not, individually or in the aggregate, reasonably be expected to have any Material Adverse Effect). The authorization of this Agreement, the execution and delivery by Target of this Agreement, the performance by Target of its obligations under this Agreement, and the consummation by Target of the Arrangement, will not (x) give rise to any rights of first refusal or trigger any change in control provisions or any restrictions or limitation under any such note, bond, mortgage, indenture, contract, license, franchise or Permit, or result in the imposition of any Encumbrance, charge or Lien upon any of Target’s assets; (y) result in or accelerate the time for payment or vesting of, or increase the amount of any severance, unemployment compensation, “golden parachute”, bonus, termination payments or otherwise, becoming due to any director or officer of Target or any of the Target Subsidiaries or increase any benefits otherwise payable under any pension or benefits plan of Target or any of the Target Subsidiaries or result in the acceleration of the time of payment or vesting of any such benefits (other than in respect of the Target Options, the Target RSUs and those employment agreements or other agreements described in Schedule (F) of the Target Disclosure Letter); or (z) result in the imposition of any liens upon any assets of Target.

(g)

Target Authorizations: Target and the Target Subsidiaries have obtained all Authorizations necessary for the ownership, operation, development, maintenance, or use of the material assets of Target or the Target Subsidiaries or otherwise in connection with the material business or operations of Target or the Target Subsidiaries and such Authorizations are in full force and effect. Target and the Target Subsidiaries have fully complied with and are in compliance with all Authorizations. There is no action, investigation or proceeding pending or, to the knowledge of Target, threatened regarding any of the Authorizations. None of Target and the Target Subsidiaries has received any notice, whether written or oral, of revocation or non-renewal of any such Authorizations, or of any intention of any Person to revoke or refuse to renew any of such Authorizations and all such Authorizations continue to be effective in order for Target and the Target Subsidiaries to continue to conduct their business as they are currently being conducted.

(h)

Financial Statements and Information:

(i)

The Target Financial Statements were prepared in accordance with IFRS, and fairly represent, in all material respects, the consolidated financial condition of Target at the respective dates indicated and the results of operations of Target (on a consolidated basis) for the periods covered.

(ii)

Since December 31, 2021, neither Target nor any of the Target Subsidiaries nor, to Target’s knowledge, any director, officer, employee, auditor, accountant or representative of Target or any of the Target Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Target or any of the Target Subsidiaries or their internal accounting controls, including any complaint, allegation, assertion, or claim that Target or any of the Target Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Target Board.

(i)

Employment Agreements:

(i)

the Target Subsidiaries have no employees, and no severance amounts and/or retention or bonuses are payable by the Target Subsidiaries to anyone, and the Target Subsidiaries are not a party to any consulting agreements;

(ii)

Target and the Target Subsidiaries are and have been operated in all material respects in compliance with all applicable Laws relating to employees;

(iii)

there is no material proceeding, action, suit or claim pending or threatened involving any employee of Target and the Target Subsidiaries;

(iv)

except as disclosed in Schedule (I)(iv) of the Target Disclosure Letter, none of Target and the Target Subsidiaries is a party to any written or oral policy, agreement, obligation or understanding providing for severance or termination payments to, or any employment or consulting agreement with, any director or officer of Target or any of the Target Subsidiaries that would be triggered by Target’s entering into this Agreement or the completion of the Arrangement;

(v)

none of Target and the Target Subsidiaries has any employee or consultant whose employment or contract with Target or one of the Target Subsidiaries cannot be terminated by Target or one of the Target Subsidiaries, as applicable; and

(vi)

none of Target and the Target Subsidiaries: (A) is a party to any collective bargaining agreement; (B) is, to the knowledge of Target, subject to any application for certification or threatened or apparent union-organizing campaigns for employees not covered under a collective bargaining agreement; or (C) is subject to any current, or to the knowledge of Target, pending or threatened strike, lockout, slowdown or work stoppage.

(j)

Reporting Status and Securities Laws Matters: Target is a “reporting issuer” and except as disclosed in Schedule (J) to the Target Disclosure Letter, is in compliance in all material respects with applicable Canadian Securities Laws in each of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and Newfoundland. No delisting, suspension of trading in or cease trading order with respect to any securities of Target and, except as disclosed in Schedule (J) to the Target Disclosure Letter, to the knowledge of Target, no inquiry or investigation (formal or informal) of any Securities Regulator, is in effect or ongoing or, to the knowledge of Target, expected to be implemented or undertaken. The Target Shares are listed and posted for trading on the TSX. Target is in compliance in all material respects with all requirements of the TSX.

(k)

Public Record: Except as disclosed in Schedule (K) of the Target Disclosure Letter, Target has filed all required reports, statements, forms and other documents required to be filed by it in accordance with applicable Laws and, as of their respective dates, the documents and materials comprising the Target Disclosure Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) did not contain any Misrepresentation, and complied in all material respects with all Securities Laws. Target has not filed any confidential material change or other report or other document with any Securities Regulator or stock exchange or other self-regulatory authority which at the date hereof remains confidential.

(l)

Books and Records: The financial books, records and accounts of Target in all material respects: (i) have been maintained in accordance with IFRS, (ii) are stated in reasonable detail and accurately and fairly reflect the material transactions and dispositions of the assets of Target, and (iii) accurately and fairly reflect the basis for the Target Financial Statements. The corporate records and minute books for Target have been maintained in accordance with all applicable Laws and contain complete and accurate minutes of all meetings and resolutions of the directors and shareholders of Target held and/or passed, as applicable, since their incorporation or amalgamation, as the case may be.

(m)

No Undisclosed Liabilities: Other than as disclosed in Schedule (M) of the Target Disclosure Letter, Target has no outstanding indebtedness or liabilities and is not party to or bound by any material suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the obligations, liabilities or indebtedness of any person, other than those specifically identified in the Target Financial Statements.

(n)

Absence of Changes: Since January 1, 2022, except as disclosed in Schedule (N) of the Target Disclosure Letter:

(i)

there has been no change (actual, contemplated or threatened) in the condition (financial or otherwise), earnings, position, value, operation, properties, business results of operations or prospects of Target or any of the Target Subsidiaries that has or is reasonably likely to have a Material Adverse Effect on Target, and the debt, business and material property of Target and of the Target Subsidiaries conform in all respects to the description thereof contained in the Target Disclosure Letter;

(ii)

there has been no dividend or distribution of any kind declared, paid or made by Target on any Target Shares;

(iii)

Target and each of the Target Subsidiaries have conducted their respective businesses only in the ordinary and regular course of business consistent with past practice;

(iv)

there has not been any acquisition or sale by Target or any of the Target Subsidiaries of any material property or assets thereof;

(v)

other than in the ordinary and regular course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by Target or any of the Target Subsidiaries of: (A) any payment, liability or obligation of any nature which has had or is reasonably likely to have a Material Adverse Effect on Target; (B) any debt for borrowed money other than in connection with the JCU acquisition; (C) any creation or assumption by Target or any of the Target Subsidiaries of any Encumbrance; (D) any making by Target or any of the Target Subsidiaries of any loan, advance or capital contribution to or investment in any other Person (other than (1) loans and advances in an aggregate amount that does not exceed $100,000 outstanding at any time, and (2) loans made to other Target Subsidiaries); or (E) any entering into, amendment of, relinquishment, termination or non-renewal by Target or any of the Target Subsidiaries of any contract, agreement, licence, lease transaction, commitment or other right or obligation which has had or is reasonably likely to have a Material Adverse Effect on Target;

(vi)

Target has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding Target Shares;

(vii)

other than in the ordinary and regular course of business consistent with past practice, there has not been any material increase in or modification of the compensation payable to or to become payable by Target or any of the Target Subsidiaries to any of their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any material increase in severance or termination pay or any material increase or modification of any bonus, pension, insurance or benefit arrangement made to, for or with any of such directors or officers;

(viii)

Target has not effected any material change in its accounting methods, principles or practices; and

(ix)

Target has not adopted any, or materially amended any, collective bargaining agreement, bonus, pension, profit sharing, stock purchase, stock option or other benefit plan or shareholder rights plan.

(o)

Material Contracts: Schedule (O) of the Target Disclosure Letter includes a complete and accurate list of all Material Contracts to which Target or any of the Target Subsidiaries is a party. All Material Contracts are in full force and effect, and Target and any of the Target Subsidiaries are entitled to all rights and benefits thereunder in accordance with the terms thereof. Target has made available to the Purchaser true and complete copies of all Material Contracts. All of the Material Contracts are valid and binding obligations of Target or a Target Subsidiary, as applicable, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction. Target and the Target Subsidiaries have complied in all material respects with all terms of such Material Contracts, have paid all amounts due thereunder, have not waived any rights thereunder and no default or breach exists in respect thereof on the part of Target or any of the Target Subsidiaries or, to the knowledge of Target, on the part of any other party thereto, and no event has occurred which, after the giving of notice or the lapse of time or both, would constitute such a default or breach or trigger a right of termination of any of the Material Contracts. As at the date hereof, neither Target nor any of the Target Subsidiaries have received written notice that any party to a Material Contract intends to cancel, terminate or otherwise modify or not renew such Material Contract, and to the knowledge of Target or any of the Target Subsidiaries, no such action has been threatened. Neither Target nor any of the Target Subsidiaries is a party to any Material Contract that contains any non-competition obligation or otherwise restricts in any material way the business of Target or any of the Target Subsidiaries.

(p)

Compliance with Law: To the best of the knowledge of Target after due enquiry, Target and each of the Target Subsidiaries have complied in all material respects with and are in compliance in all material respects with all Laws applicable to the operation of its business, and without limitation, Target and each of the Target Subsidiaries hold all permits, licences and approvals required for the operation of their business as is now being and has previously been conducted.

(q)

Litigation, etc: There are no claims, actions, suits, grievances, complaints or proceedings pending or, to the knowledge of Target, threatened or affecting Target or any of the Target Subsidiaries or affecting any of its respective property or assets at law or in equity before or by any Governmental Entity, including matters arising under Environmental Laws. Neither Target, any of the Target Subsidiaries, nor their assets or properties are subject to any outstanding judgement, order, writ, injunction or decree that involves or may involve or restricts or may restrict the right or ability of Target or any of the Target Subsidiaries to conduct their business in all material respects as it has been carried on prior to the date hereof, or that would materially impair the consummation of the transactions contemplated by this Agreement.

(r)

Absence of Cease Trade Orders: No order ceasing or suspending trading in the Target Shares (or any of them) or any other securities of Target is outstanding and no proceedings for this purpose have been instituted or, to the knowledge of Target, are pending, contemplated or threatened.

(s)

Licences, etc: Target and the Target Subsidiaries hold all requisite licences, registrations, qualifications, permits, certificates, orders, grants, approvals, consents and other authorizations necessary or appropriate for carrying on their business as currently carried on and all such licences, registrations, qualifications, permits, certificates, orders, grants, approvals, consents and other authorizations are valid and subsisting and in good standing in all material respects. In particular, without limiting the generality of the foregoing, neither Target nor any of the Target Subsidiaries have received any notice of proceedings relating to the revocation or adverse modification of any material mining or exploration permit or licence, nor have they received notice of the revocation or cancellation of, or any intention to revoke or cancel, any mining rights, groups of claims, exploration rights, concessions or leases with respect to any of the Target Mineral Rights.

(t)

Interest in Properties and Target Mineral Rights. Except as disclosed in Schedule (T) of the Target Disclosure Letter:

(i)

all of Target’s mineral interests and rights (including any mineral claims, mining claims, concessions, exploration licences, exploitation licences, prospecting permits, mining leases and mining rights, in each case, either existing under contract, by operation of Laws or otherwise) (collectively, and where material, the “Target Mineral Rights”), are set out in the Target Disclosure Letter. Other than the Target Mineral Rights set out in Schedule (T) of the Target Disclosure Letter, neither Target nor any of the Target Subsidiaries own or has any interest in any material real property or any other material mineral interests and rights;

(ii)

Target is the sole legal and beneficial owner of all right, title and interest in and to the Target Mineral Rights, free and clear of any Encumbrance, other than the Target Permitted Encumbrances.

(iii)

all of the Target Mineral Rights have been properly located and recorded and otherwise granted in compliance with applicable Laws and are comprised of valid and subsisting Target Mineral Rights;

(iv)

the Target Mineral Rights are in good standing under applicable Laws and, to the knowledge of Target, all work required to be performed and filed in respect thereof has been performed and filed, all Taxes, rentals, fees, expenditures and other payments required to be made in respect thereof have been paid or incurred and all filings in respect thereof have been made;

(v)

there are no material adverse Claims against or challenge to the title to or ownership of any of the Target Mineral Rights which would reasonably be expected to have a Material Adverse Effect on Target;

(vi)

Target has the exclusive right to deal with the its interest in the Target Mineral Rights;

(vii)

no Person other than Target has any interest in any of the Target Mineral Rights or the production or profits therefrom or any royalty in respect thereof or any right to acquire any such interest;

(viii)

there are no back-in rights, earn-in rights, purchase options, rights of first refusal or similar provisions or rights which would affect Target’s interest in any of the Target Mineral Rights;

(ix)

there are no material restrictions on the ability of Target to use, transfer or exploit any of the Target Mineral Rights, except pursuant to the applicable Laws;

(x)

Target has not received any notice, whether written or oral, from any Governmental Entity of any revocation or intention to revoke any interest of Target in any of the Target Mineral Rights; and

(xi)

Other than fee simple estates, Target has all surface rights, including leases, easements, rights of way and permits or licences operations from landowners, or Governmental Entities permitting the use of land by Target, and other interests that are required to exploit the development potential of the Target Mineral Rights as contemplated in Target Disclosure Letter and no third party or group holds any such rights that would be required by Target to develop any of the Target Mineral Rights as contemplated in Target Disclosure Letter.

(u)

Mineral Resources: Other than as set out in Schedule (U) of the Target Disclosure Letter, the most recent estimated, indicated, measured and inferred mineral resources disclosed in the Target Disclosure Documents before the date of this Agreement have been prepared and disclosed in all material respects in accordance with accepted mining, engineering, geoscience and other approved industry practices and all applicable Laws, including the requirements of NI 43-101. The information provided by Target to the Qualified Persons (as defined in NI 43-101) in connection with the preparation of such estimates was complete and accurate at the time such information was furnished. No material mineral deposits are subject to illegal occupation. There has been no material reduction in the aggregate amount of estimated mineral resources of Target from the amounts disclosed in the Target Disclosure Documents. Other than as set out in Schedule (V) of the Target Disclosure Letter, all information regarding the Target Mineral Rights, including drill results, technical reports and studies, that are required to be disclosed by Laws, have been disclosed in the Target Disclosure Documents.

(v)

Operational Matters:

(i)

All rentals, royalties, overriding royalty interests, production payments, net profits, 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 Target, or any of the Target Subsidiaries and any of their material joint ventures, have been: (A) duly paid; (B) duly performed; or (С) provided for prior for the date hereof; and

(ii)

All costs, expenses, and liabilities payable on or prior to the date hereof under the terms of any contracts and agreements to which Target or any of the Target Subsidiaries or any of its material joint ventures is directly or indirectly bound, have been properly and timely paid, except for such expenses that are being currently paid prior to delinquency in the ordinary course of business.

(w)

Off Balance Sheet Transactions. None of Target or any of the Target Subsidiaries is a party to or bound by any operating leases or any “off-balance-sheet” transactions or arrangements.

(x)

Title and Rights re: Other Assets. Target and the Target Subsidiaries, as applicable, have good and valid title to all material properties and assets other than the Target Properties and the Target Mineral Rights (which are addressed elsewhere) reflected in the audited consolidated financial statements for the year ended December 31, 2021 (or acquired after that date) or valid leasehold or license interests in all material properties and assets not reflected in such financial statements but used by Target or any of the Target Subsidiaries, free and clear of all material Encumbrances, other than the Target Permitted Encumbrances, and there are no back-in rights, earn-in rights, purchase options, rights to first refusal or similar provisions or rights which would affect Target’s or any of the Target Subsidiaries’ interest in any of the foregoing-described material properties and assets.

(y)

Environmental:

(i)

Target and the Target Subsidiaries are and have been in compliance with and is not in violation of any Environmental Laws;

(ii)

Target and the Target Subsidiaries have operated their respective businesses at all times and has generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;

(iii)

there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Target or any of the Target Subsidiaries, or from Target assets or operations, which could reasonably be expected to result in liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;

(iv)

no orders, written notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Target or any of the Target Subsidiaries;

(v)

neither Target nor any of the Target Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;

(vi)

Target and the Target Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Target nor any of the Target Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;

(vii)

there are no changes in the status, terms or conditions of any Environmental Approvals held by Target or any of the Target Subsidiaries, or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Target or any of the Target Subsidiaries following the Effective Date;

(viii)

Target and the Target Subsidiaries have made available to Purchaser all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and

(ix)

none of Target and the Target Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in liability under any Environmental Laws.

(z)

Insurance: As of the date hereof, Target has such policies of insurance as are listed in Schedule (Z) of the Target Disclosure Letter. All insurance maintained by Target and each of the Target Subsidiaries is in full force and effect and in good standing and neither Target nor any of the Target Subsidiaries are in default, whether as to payment of premium or otherwise, under the terms of any such insurance nor has Target or any of the Target Subsidiaries failed to give any notice or present any material claim under any such insurance in a due and timely fashion or received notice or otherwise become aware of any intent of an insurer to either claim any default on the part of Target or any of the Target Subsidiaries or not to renew any policy of insurance on its expiry or to increase any deductible or cost.

(aa)

Tax Matters:

(i)

each of Target and the Target Subsidiaries has duly and timely filed with the appropriate Governmental Entity all Tax Returns required to be filed by it with the appropriate Governmental Entity and such Tax Returns are complete and correct;

(ii)

each of Target and the Target Subsidiaries has: (A) duly and timely paid all Taxes due and payable by it; (B) duly and timely withheld, or has made arrangements under the terms of this Arrangement Agreement and the Plan of Arrangement to duly and timely withhold, all Taxes and other amounts required by Laws to be withheld by it and has duly and timely remitted to the appropriate Governmental Entity such Taxes and other amounts required by Laws to be remitted by it; and (C) duly and timely collected all amounts on account of sales or transfer taxes, including goods and services, harmonized sales, sales, value added and federal, provincial, state or territorial sales taxes, required by Laws to be collected by it and has duly and timely remitted to the appropriate Governmental Entity any such amounts required by Laws to be remitted by it;

(iii)

the charges, accruals and reserves for Taxes reflected on the Target Financial Statements (whether or not due and whether or not shown on any of the Tax Returns but excluding any provision for deferred income taxes) are, in the opinion of Target, adequate under applicable accounting principles to cover Taxes with respect to Target and the Target Subsidiaries accruing for the periods covered thereby;

(iv)

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

(v)

no waiver of any statutory limitation period with respect to Taxes has been given or requested with respect to Target or any of the Target Subsidiaries;

(vi)

neither Target nor any of the Target Subsidiaries has acquired property or services from, or disposed of property to a non-arm’s length Person, within the meaning of the Tax Act: (A) for consideration the value of which is less than the fair market value of the property or services (as the case may be); or (B) as a contribution of capital for which no shares were issued by the acquirer of the property or services (as the case may be);

(vii)

Target has made available to Purchaser copies of all T2 corporate income tax returns filed by Target and each of the Target Subsidiaries for the fiscal years ended December 31, 2018, 2019, 2020 and 2021 and all material written communication to or from any Governmental Entity relating to the Taxes of Target;

(viii)

for the purposes of the Tax Act:

(A)

Target is resident in Canada; and

(B)

each of the Target Subsidiaries is resident in the jurisdiction in which it was formed, and is not resident in any other country;

(ix)

there are no Encumbrances for Taxes upon any properties or assets of Target or any of the Target Subsidiaries (other than Encumbrances relating to Taxes not yet due and payable and for which adequate reserves have been recorded on the most recent balance sheet included in the Target Financial Statements);

(x)

to the best of its knowledge based on current business plans and financial projections, Target expects that it would be classified as a “passive foreign investment company” (as defined under section 1297(a) of the U.S. Tax Code) (a “PFIC”) for its taxable year ending December 31, 2021;

(xi)

Target has not declared or paid any dividends or made any other distribution on any of the Target Shares or made any redemption or other acquisition of Target Shares (A) in contemplation of this Agreement, the Plan of Arrangement, or any transactions contemplated by this Agreement or the Plan or Arrangement, or (B) since December 31, 2021;

(xii)

other than in the ordinary and regular course of business consistent with past practice, neither Target nor any of the Target Subsidiaries has sold any property or assets thereof (A) in contemplation of this Agreement, the Plan of Arrangement, or any transactions contemplated by this Agreement or the Plan or Arrangement or (B) since December 31, 2021; and

(xiii)

Target does not own, and will not own on the Effective Date, any “United States real property interest” as defined under section 897(c)(1)(A) of the U.S. Tax Code and regulations promulgated thereunder.

(bb)

Non-Arm’s Length Transactions. Except for employment or employment compensation agreements entered into in the ordinary course of business or as contemplated in this Arrangement Agreement or the Plan of Arrangement, there are no current contracts, commitments, agreements, arrangements or other transactions (including relating to indebtedness by Target or any of the Target Subsidiaries) between Target or any of the Target Subsidiaries on the one hand, and any: (i) officer or director of Target or any of the Target Subsidiaries; (ii) any holder of record or, to the knowledge of Target, beneficial owner of five percent or more of the voting securities of Target; or (iii) any affiliate or associate of any officer, director or beneficial owner, on the other hand.

(cc)

No Option on Assets. No Person has any agreement or option or any right or privilege capable of becoming an agreement or option for the purchase from Target or the Target Subsidiaries of the material assets of Target.

(dd)

Winding Up: No order has been made, petition presented or meeting convened for the purpose of winding up of Target or any of the Target Subsidiaries, or for the appointment of any provisional liquidator or in relation to any other process whereby the business is terminated and the assets of Target or any of the Target Subsidiaries are distributed amongst the creditors and/or shareholders or other contributors, and there are no proceedings under any applicable insolvency, bankruptcy, reorganisation or similar laws in any relevant jurisdiction, and no events have occurred which, under applicable Laws, would be reasonably likely to justify any such cases or proceedings.

(ee)

Brokers: No broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Target, other than the Financial Advisors, the fees and expenses of which are as set forth in Schedule (EE) of the Target Disclosure Letter.

(ff)

No Expropriation. No property or asset of Target or any of the Target Subsidiaries (including any Target Mineral Rights) has been taken or expropriated by any Governmental Entity nor has any notice or proceeding in respect thereof been given or commenced nor, to the knowledge of Target, is there any intent or proposal to give any such notice or to commence any such proceeding.

(gg)

Corrupt Practices: There have been no actions taken by Target or any of its Affiliates which violated or are in violation of the Foreign Corrupt Practices Act of 1977 (United States) or the Corruption of Foreign Public Officials Act (Canada) or any similar legislation of another jurisdiction.

(hh)

Confidentiality Agreements: Target has not waived any “standstill” provisions in any such agreement, and no such agreement contains any provision currently in effect which would require Target to pay any break fee or similar payment to any Person, other than Purchaser pursuant to this Agreement.

(ii)

Competition Act: Target does not have assets in Canada or annual gross revenues from sales in or from Canada that exceed $93 million, in either case, as determined in accordance with the Competition Act and the regulations thereunder.

(jj)

U.S. Securities Law Matters. Target: (i) is a “foreign private issuer” as defined in Rule 405 under the U.S. Securities Act; (ii) has no class of securities outstanding that is or is required to be registered under section 12 of the 1934 Act or that is subject to the reporting requirements of section 13 or 15(d) of the 1934 Act; (iii) is not registered or required to register as an investment company under the 1940 Act; and (iv) the Target Shares, Target Warrants, Targets RSUs and Target Options have not been traded on any national securities exchange in the United States during the past 12 calendar months.

(kk)

Vote Required. The only votes of the holders of any class or series of the Target Securities or other securities of Target necessary to approve this Agreement and the Arrangement and the transactions contemplated hereof or thereby is, subject to the Interim Order, the Target Shareholder Approval.

(ll)

COVID-19. Target and each of the Target Subsidiaries has investigated, and is investigating, all reported material occupational health and safety issues related to the Covid-19 pandemic. With respect to each such issue, Target and each of the Target Subsidiaries has taken, and is taking, all required and other reasonable corrective action in accordance with all Governmental Entity and public health recommendations to reduce the spread of Covid-19 within the applicable workplace.

(a)

Organization: Each of Parent, the Parent Subsidiaries and Purchaser is a corporation duly incorporated or amalgamated or an entity duly created and validly existing under all applicable Laws of its jurisdiction of incorporation, continuance or creation and has all necessary corporate or other power, authority and capacity to own its property and assets as now owned and to carry on its business as it is now being conducted. Each of Parent and Purchaser (i) has all licenses, permits, certificates, orders and other authorizations of or from any Governmental Entity necessary to conduct its business substantially as now conducted, and (ii) is duly registered or otherwise authorized and qualified to do business and is in good standing in each jurisdiction in which the character of its properties, owned, leased, licensed or otherwise held, or the nature of its activities makes such qualification necessary.

(b)

Capitalization of Parent: The authorized share capital of Parent consists of 750,000,000 Parent Shares with a par value of USD $0.001 per share. As of the close of business on June 10, 2022, there are 286,287,179 Parent Shares issued and outstanding. In addition, as of the close of business on June 10, 2022, 8,139,101 Parent Options, 3,963,904 Parent Warrants and 2,306,887 restricted stock units of Parent are issued and outstanding. Except as disclosed above, there are no options, warrants, conversion privileges or other rights, shareholder rights plans, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any character whatsoever requiring or which may require the issuance, sale or transfer by Parent of any securities of Parent (including Parent Shares), or any securities or obligations convertible into, or exchangeable or exercisable for, or otherwise evidencing a right or obligation to acquire, any securities of Parent (including Parent Shares) or of the Parent Subsidiaries. All outstanding Parent Shares have been duly authorized and validly issued, are fully paid and non-assessable, and all Parent Shares issuable upon the exercise of rights under the Parent Options in accordance with the respective terms have been duly authorized and, upon issuance, will be validly issued as fully paid and non-assessable, and are not and will not be subject to, or issued in violation of, any pre-emptive rights. All securities of Parent (including Parent Shares and Parent Options) have been issued in compliance with all applicable Laws and Securities Laws. There are no securities of Purchaser or any of the Parent Subsidiaries outstanding which have the right to vote generally (or, other than the Parent Options and Parent Warrants, are convertible into, or exchangeable or exercisable for securities having the right to vote generally) with the Parent Shareholders on any matter. There are no outstanding contractual or other obligations of Parent or any of the Parent Subsidiaries to repurchase, redeem or otherwise acquire any of its securities or with respect to disposing of any of its outstanding securities.

(c)

Capitalization of the Purchaser. The authorized capital of the Purchaser consists of an unlimited number of common shares (the “Purchaser Shares”). As of the close of business on June 10, 2022, there were (i) 100 Purchaser Shares issued and outstanding all of which have been duly authorized and validly issued and are fully paid and non-assessable. There is no outstanding contractual obligation of the Purchaser to, directly or indirectly, repurchase, redeem or otherwise acquire any Purchaser Shares or any convertible securities issued by the Purchaser. The Parent is directly the sole beneficial and registered owner of 100% of the issued and outstanding Purchaser Shares with good and marketable title thereto, free and clear of all liens.

(d)

Authority: Each of Parent and Purchaser has the requisite corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by the Parent and Purchaser as contemplated by this Agreement and to perform its obligations hereunder and under such other agreements and instruments. The execution and delivery of this Agreement by each of Parent and Purchaser and the performance by each of Parent and Purchaser of its obligations under this Agreement has been duly authorized by the Parent Board and the Purchaser Board, respectively and no other corporate or shareholder proceedings on the part of Parent or Purchaser is necessary to authorize the execution and delivery by Parent and Purchaser of this Agreement or the performance of its respective obligations under this Agreement or the Arrangement pursuant to the Plan of Arrangement (and for greater certainty, the issuance of the Parent Shares forming part of the Consideration pursuant to the Arrangement does not require the approval of the Parent Shareholders). This Agreement has been duly executed and delivered by each of Parent and Purchaser and constitutes a legal, valid and binding obligation of Parent and Purchaser, enforceable against Parent and Purchaser in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered.

(e)

No Consent: No consent, approval, order or Authorization of, or declaration or filing with, any Governmental Entity or other Person is required to be obtained by Parent or any of the Parent Subsidiaries in connection with the execution and delivery of this Agreement or the consummation by Parent of the transactions contemplated hereby other than:

(i)

any other consents, waivers, permits, orders or approvals referred to in the Parent Disclosure Documents; and

(ii)

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

(f)

Target Subsidiaries: The only Subsidiaries of Parent are the Parent Subsidiaries and, except as referred to in the Parent Disclosure Documents, Parent does not own a direct or indirect voting or equity interest in any Person that is not one of the Parent Subsidiaries and has no agreement or other commitment to acquire such interest. All of the outstanding shares of the Parent Subsidiaries are validly issued, fully paid and non-assessable and free of pre-emptive rights to the extent such concepts exists under applicable Laws. All of the outstanding shares of the Parent Subsidiaries are owned, directly or indirectly, by Parent.

(g)

No Violation: None of the authorization, execution and delivery of this Agreement by each of Parent and Purchaser, the completion of the transactions contemplated by this Agreement or the Plan of Arrangement, or compliance by each of Parent and Purchaser with any of the provisions hereof or thereof will: (1) violate, conflict with, or result (with or without notice or the passage of time) in a violation or breach of any provision of, or require, except in respect of approvals from the NYSE American, any consent, approval or notice under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) or result in a right of termination or acceleration under, or result in the creation of any lien upon, any of the properties or assets of Parent or Purchaser or any of the Parent Subsidiaries, or cause any indebtedness to come due before its stated maturity or cause any credit commitment to cease to be available or cause any payment or other obligation to be imposed on Parent or Purchaser or any of the Parent Subsidiaries, under any of the terms, conditions or provisions of (A) their respective articles, charters or by-laws or other comparable organizational documents, or (B) any note, bond, mortgage, indenture, loan agreement, deed of trust, lien, license, permit, or other Contract; or (2) subject to obtaining the approvals from the NYSE American, (x) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provisions of any Laws applicable to Parent or Purchaser or any of the Parent Subsidiaries or any of its properties or assets; or (y) cause the suspension or revocation of any Permit currently in effect in respect of Parent or Purchaser or the Parent Subsidiaries (except, in the case of each of clauses (1) and (2) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens which, or any consents (expressly excluding the approvals from the NYSE American), approvals or notices which if not given or received, would not, individually or in the aggregate, reasonably be expected to have any Material Adverse Effect). The authorization of this Agreement, the execution and delivery by each of Parent and Purchaser of this Agreement, the performance by each of Parent and Purchaser of its obligations under this Agreement, and the consummation by each of Parent and Purchaser of the Arrangement, will not (x) give rise to any rights of first refusal or trigger any change in control provisions or any restrictions or limitation under any such note, bond, mortgage, indenture, contract, license, franchise or Permit, or result in the imposition of any Encumbrance, charge or lien upon any of the assets of each of Parent or Purchaser or the assets of any of the Parent Subsidiaries; or (y) result in the imposition of any liens upon any assets of Parent or Purchaser or any of the Parent Subsidiaries. There are no approvals and notices (except for post-closing notices) required from any third party under any Contracts in order for Parent or Purchaser and the Parent Subsidiaries to proceed with the execution and delivery of this Agreement and the completion of the transactions contemplated by this Agreement and the Arrangement pursuant to the Plan of Arrangement.

(h)

Parent Authorizations: Parent and the Parent Subsidiaries have obtained all Authorizations necessary for the ownership, operation, development, maintenance, or use of the material assets of Parent or the Parent Subsidiaries or otherwise in connection with the material business or operations of Parent or the Parent Subsidiaries and such Authorizations are in full force and effect, except where failure to obtain Authorizations, considered individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect on Parent. Parent and the Parent Subsidiaries have fully complied with and are in compliance with, in each case in all material respects, all Authorizations. There is no action, investigation or proceeding pending or, to the knowledge of Parent, threatened regarding any of the Authorizations. None of Parent and the Parent Subsidiaries has received any notice, whether written or oral, of revocation or non-renewal of any such Authorizations, or of any intention of any Person to revoke or refuse to renew any of such Authorizations and all such Authorizations continue to be effective in order for Parent and the Parent Subsidiaries to continue to conduct their business as they are currently being conducted.

(i)

Financial Statements and Information: The Parent Financial Statements were prepared in accordance with generally accepted accounting principles in the United States consistently applied, and fairly represent, in all material respects, the consolidated financial condition of Purchaser at the respective dates indicated and the results of operations of Parent (on a consolidated basis) for the periods covered.

(j)

Reporting Status and Securities Laws Matters: Parent is a “reporting issuer” and not on the list of reporting issuers in default under applicable Canadian Securities Laws in each of the provinces of Canada. The Parent Shares are registered as a class under section 12(b) of the U.S. Exchange Act, and Parent has filed all reports that it is required to file under section 13(a) of the U.S. Exchange Act. No delisting, suspension of trading in or cease trading order with respect to any securities of and, to the knowledge of Parent, no inquiry or investigation (formal or informal) of any Securities Regulator, is in effect or ongoing or, to the knowledge of Parent, expected to be implemented or undertaken. Parent is in compliance in all material respects with all requirements of the NYSE American. The Parent Shares are listed and posted for trading on the NYSE American.

(k)

Public Record: Parent has filed all required reports, statements, forms and other documents required to be filed by it in accordance with applicable Laws and, as of their respective dates, the documents and materials comprising the Parent Disclosure Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) did not contain any Misrepresentation, and complied in all material respects with all Securities Laws. Parent has not filed any confidential material change or other report or other document with any Securities Regulator or stock exchange or other self-regulatory authority which at the date hereof remains confidential.

(l)

Books and Records: The financial books, records and accounts of Parent in all material respects: (i) have been maintained in accordance with U.S. GAAP, (ii) are stated in reasonable detail and accurately and fairly reflect the material transactions and dispositions of the assets of Parent, and (iii) accurately and fairly reflect the basis for the Parent Financial Statements. The corporate records and minute books for Parent have been maintained in accordance with all applicable Laws and contain complete and accurate minutes of all meetings and resolutions of the directors and shareholders of Parent held and/or passed, as applicable, since their incorporation or amalgamation, as the case may be.

(m)

No Undisclosed Liabilities: Parent and the Parent Subsidiaries have no outstanding indebtedness or liabilities and are not party to or bound by any material suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the obligations, liabilities or indebtedness of any person, other than those specifically identified in the Parent Financial Statements or incurred in the ordinary course of business since the date of the most recent Parent Financial Statements filed on SEDAR or otherwise disclosed in the Parent Disclosure Documents.

(n)

Absence of Changes: Since January 31, 2022, except as disclosed in the Parent Disclosure Documents:

(i)

there has been no material change (actual, contemplated or threatened) in the condition (financial or otherwise), earnings, position, value, operation, properties, business results of operations or prospects of Parent and the Parent Subsidiaries, and the debt, business and material property of Parent and the Parent Subsidiaries conform in all respects to the description thereof contained in the Parent Disclosure Documents;

(ii)

Parent and each of the Parent Subsidiaries have conducted their respective businesses only in the ordinary and regular course of business consistent with past practice; and

(iii)

Parent has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding Parent Shares.

(o)

Compliance with Law: To the best of the knowledge of Parent after due enquiry, each of Parent and Purchaser has complied with and are in compliance with all Laws applicable to the operation of its business, except where such non-compliance, considered individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect on Parent and without limitation, Parent holds all permits, licences and approvals required for the operation of their business as is now being and has previously been conducted.

(p)

Litigation, etc: Other than as disclosed in the Parent Disclosure Documents, there are no claims, actions, suits, grievances, complaints or proceedings pending or, to the knowledge of Parent, threatened affecting Parent, Purchaser or any of the Parent Subsidiaries or affecting any of their respective property or assets at law or in equity before or by any Governmental Entity, including matters arising under Environmental Laws which, individually or in the aggregate will have a Material Adverse Effect on Parent.

(q)

Absence of Cease Trade Orders: No order ceasing or suspending trading in the Parent Shares (or any of them) or any other securities of Parent is outstanding and no proceedings for this purpose have been instituted or, to the knowledge of Parent, are pending, contemplated or threatened. Other than as disclosed in the Parent Disclosure Documents, neither Parent, any of the Parent Subsidiaries, nor their assets or properties are subject to any outstanding judgement, order, writ, injunction or decree that involves or may involve or restricts or may restrict the right or ability of Parent or any of the Parent Subsidiaries to conduct their business in all material respects as it has been carried on prior to the date hereof, or that would materially impair the consummation of the transactions contemplated by this Agreement.

(r)

Parent Material Properties:

(i)

the mineral properties material to the Parent (the “Parent Material Properties”) constitute the material mining concessions, claims, leases, licenses, permits or other rights to explore for, develop and extract minerals that Parent or any of the Parent Subsidiaries have any legal or equitable interest in (collectively, and where material, the “Parent Mineral Rights”);

(ii)

Parent or Parent Subsidiaries are the sole legal and beneficial owner of all right, title and interest in and to the Parent Material Properties, free and clear of any Encumbrance, other than as disclosed in the Parent Disclosure Documents;

(iii)

other than as disclosed in the Parent Disclosure Documents, all of the Parent Mineral Rights have been properly located and recorded and otherwise granted in compliance with applicable Laws and are comprised of valid and subsisting Parent Mineral Rights;

(iv)

each Parent Material Property is in good standing under applicable Laws, Parent and the Parent Subsidiaries are lawfully authorized to hold the interests of Parent and the Parent Subsidiaries in the Parent Material Properties, and to the knowledge of Parent, all work required to be performed and filed in respect thereof has been performed and filed, all Taxes, rentals, fees, expenditures and other payments required to be made in respect thereof have been paid or incurred and all filings in respect thereof have been made;

(v)

there are no material adverse Claims against or challenge to the title to or ownership of the Parent Material Properties which would reasonably be expected to have a Material Adverse Effect on Parent;

(vi)

neither Parent, Purchaser nor the Parent Subsidiaries have received any notice, whether written or oral from any Governmental Entity or any person with jurisdiction or applicable authority of any revocation or intention to revoke Parent’s or any of the Parent Subsidiaries’ interests in the Parent Material Properties, except as disclosed in the Parent Disclosure Documents; and

(vii)

all work and activities carried out on the Parent Material Properties or any of the Parent Subsidiaries or any other person appointed by Parent, Purchaser or any of the Parent Subsidiaries have been carried out in all material respects in compliance with all applicable Laws, and neither Parent, Purchaser nor any of the Parent Subsidiaries, nor, to the knowledge of Parent, Purchaser or any of the Parent Subsidiaries, any other person has received any notice of any material breach of any such applicable Laws, except as disclosed in the Parent Disclosure Documents.

(s)

Winding Up: No order has been made, petition presented or meeting convened for the purpose of winding up of Parent or any of the Parent Subsidiaries, or for the appointment of any provisional liquidator or in relation to any other process whereby the business is terminated and the assets of Parent or any of the Parent Subsidiaries are distributed amongst the creditors and/or shareholders or other contributors, and there are no proceedings under any applicable insolvency, bankruptcy, reorganisation or similar laws in any relevant jurisdiction, and no events have occurred which, under applicable Laws, would be reasonably likely to justify any such cases or proceedings.

(t)

Brokers: No broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Parent or Purchaser, other than the fees and expenses payable to BMO Capital Markets, in its capacity as the Parent’s financial advisor for the Transaction.

(u)

Issuance of Parent Shares: The Parent Shares to be issued as part of the Consideration will, when issued pursuant to the Arrangement, be duly and validly issued as fully paid and non-assessable common shares in the capital of Parent, free and clear of all liens, freely tradeable, subject to any affiliate resale restrictions, and listed and posted for trading on the NYSE American.

(v)

COVID-19. Parent and each of the Parent Subsidiaries has investigated, and is investigating, all reported material occupational health and safety issues related to the Covid-19 pandemic. With respect to each such issue, Parent and each of the Parent Subsidiaries has taken, and is taking, all required and other reasonable corrective action in accordance with all Governmental Entity and public health recommendations to reduce the spread of Covid-19 within the applicable workplace.

(w)

Tax Matters:

(i)

Parent and each of the Parent Subsidiaries has duly and timely filed with the appropriate Governmental Entity all Tax Returns required to be filed by it and such Tax Returns are complete and correct in all material respects, except where failure to duly and timely file, considered individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect on Parent;

(ii)

Parent and each of the Parent Subsidiaries has: (A) duly and timely paid all Taxes due and payable by it; (B) duly and timely withheld all Taxes and other amounts required by Laws to be withheld by it and has duly and timely remitted to the appropriate Governmental Entity such Taxes and other amounts required by Laws to be remitted by it; and (C) duly and timely collected all amounts on account of sales or transfer taxes, including goods and services, harmonized sales, sales, value added and federal, provincial, state or territorial sales taxes, required by Laws to be collected by it and has duly and timely remitted to the appropriate Governmental Entity any such amounts required by Laws to be remitted by it, except where, in each case, non-compliance, considered individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect on Parent; and

(iii)

Purchaser is

(A)

not a non-resident of Canada for the purposes of the Tax Act; and

(B)

either,

(I)

a corporation that “at no time carried on business” within the meaning of subsection 87(4.4) of the Tax Act; or

(II)

a “principal business corporation” within the meaning of subsection 66(15) of the Tax Act.

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Roger Lemaitre

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Evelyn Abbott

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Bernard Poznanski

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Graham Thody

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Suraj Ahuja

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Peter Netupsky

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Emmet McGrath

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Catherine Stretch