Exhibit 10.1


 


Execution Version


 


AUGUSTA GOLD CORP.


 


as the Purchaser


 


-and-


 


WATERTON NEVADA SPLITTER, LLC


 


as the Vendor





 


 


MEMBERSHIP
INTEREST PURCHASE AGREEMENT


 


April 21, 2022


 


 






     


     


    




 


TABLE OF CONTENTS


 


Page


 


	Article 1
    INTERPRETATION	 	1




 


		1.1	Defined Terms	1






		1.2	Headings, etc.	10






		1.3	Currency	10






		1.4	Certain Phrases	10






		1.5	Knowledge	10






		1.6	Accounting Terms	10






		1.7	Disclosure Letter	10






		1.8	References to Persons and Agreements	11






		1.9	Statutes	11






		1.10	Non-Business Days	12






		1.11	No Presumption	12






		1.12	Exhibits	12



 


	Article 2
    PURCHASE AND SALE	 	12




 


		2.1	Purchase and Sale of the Company Interests	12






		2.2	Purchase Price	12






		2.3	Security	14






		2.4	Withholding Taxes	14



 


	Article 3
    REPRESENTATIONS AND WARRANTIES OF THE VENDOR REGARDING THE COMPANY	 	14




 


		3.1	Organization and Qualification	14






		3.2	No Conflict	15






		3.3	Regulatory Authorizations	15






		3.4	Required Consents	15






		3.5	Capitalization	15






		3.6	No Other Agreements to Purchase	16






		3.7	Company Records	16






		3.8	Absence of Certain Changes or Events	16






		3.9	Compliance with Laws	16






		3.10	Subsidiaries	16






		3.11	Intellectual Property	17






		3.12	Financial Statements	17






		3.13	Liabilities	17






		3.14	Properties and Mineral Rights	17






		3.15	Environmental	19






		3.16	Reclamation Bonds	20






		3.17	Material Contracts	20






		3.18	Employees and Employee Plans	20






		3.19	Litigation	21






		3.20	Taxes	21






		3.21	Anti-Corruption
                                            and Anti-Money Laundering	22






		3.22	Brokers	22



 






    - i -


     


    

 


	Article 4
    REPRESENTATIONS AND WARRANTIES OF THE VENDOR	 	23




 


		4.1	Organization and Qualification	23






		4.2	No Conflict	23






		4.3	Execution and Binding Obligation	23






		4.4	Title to Company Interests	24






		4.5	Shareholder and Similar Contracts	24






		4.6	Required Authorizations	24






		4.7	Required Consents	24






		4.8	No Other Agreements to Purchase	24






		4.9	Residence	24






		4.10	Securities Law Matters	24






		4.11	Disclaimer of Warranties	25



 


	Article 5
    REPRESENTATIONS AND WARRANTIES OF THE PURCHASER	 	25




 


		5.1	Organization and Qualification	25






		5.2	No Conflicts	26






		5.3	Regulatory Approvals	26






		5.4	Execution and Binding Obligation	26






		5.5	Capitalization	27






		5.6	Shareholder and Similar Agreements	27






		5.7	Subsidiaries	28






		5.8	Purchaser Public Documents	28






		5.9	Securities
                                            Law Matters	28






		5.10	Absence
                                            of Certain Changes of Events	29






		5.11	Purchaser
                                            Financial Statements	29






		5.12	Liabilities	30






		5.13	Compliance
                                            with Laws	30






		5.14	Litigation	30






		5.15	Sufficient
                                            Funds	30






		5.16	Solvency	31






		5.17	Anti-Corruption
                                            and Anti-Money Laundering	31






		5.18	Brokers	32



 


	Article 6
    PRE-CLOSING COVENANTS	 	32




 


		6.1	Conduct of Company Business	32






		6.2	Sufficiency of Funds; Conduct of Purchaser	33






		6.3	Confidentiality	34






		6.4	Actions to Satisfy Closing Conditions	34






		6.5	Governmental Approvals and Consents	34






		6.6	Vendor Trading in Purchaser Shares	35



 


	Article 7
    CONDITIONS OF CLOSING	 	35




 


		7.1	Conditions to Obligations of All Parties	35






		7.2	Conditions for the Benefit of the Purchaser	36






		7.3	Conditions for the Benefit of the Vendor	37






		7.4	Frustration of Condition	38



 






    - ii -


     


    

 


	Article 8
    CLOSING	 	38




 


		8.1	Closing Procedures	38



 


	Article 9
    POST-CLOSING COVENANTS AND OTHER OBLIGATIONS	 	39




 


		9.1	Company’s Books and Records	39






		9.2	Director and Officer Indemnification	39






		9.3	Retention and Replacement of Reclamation Bonds	39






		9.4	Tax Matters	40






		9.5	Actions Prior to Payment of Deferred Payment	42






		9.6	Transaction Resolution	43



 


	Article 10
    SURVIVAL AND INDEMNIFICATION	 	44




 


		10.1	Survival	44






		10.2	Indemnification
                                            in Favour of the Purchaser	45






		10.3	Indemnification
                                            in Favour of the Vendor	46






		10.4	Limitations	46






		10.5	Notification	47






		10.6	Direct Claims	47






		10.7	Third Party Claims	47






		10.8	One Recovery	49






		10.9	Duty to Mitigate	49






		10.10	Adjustment
                                            to Purchase Price	49






		10.11	Exclusive Remedy;
                                            Specific Performance	49



 


	Article 11
    TERMINATION	 	50




 


		11.1	Termination	50






		11.2	Effect
                                            of Termination	51



 


	Article 12
    MISCELLANEOUS	 	52




 


		12.1	Notices	52






		12.2	Time of the Essence	52






		12.3	Announcements	52






		12.4	Expenses	53






		12.5	Further Assurances	53






		12.6	Amendments	53






		12.7	Waiver	53






		12.8	Entire Agreement	53






		12.9	Successors and Assigns	54






		12.10	Severability	54






		12.11	Third Party Beneficiaries	54






		12.12	Governing Law	54






		12.13	Counterparts	54



 






    - iii -


     


    

 


MEMBERSHIP INTEREST PURCHASE AGREEMENT


 


THIS MEMBERSHIP
INTEREST PURCHASE AGREEMENT is made as of the 21st day of April, 2022,


 


BY AND AMONG:


 


AUGUSTA
GOLD CORP., a corporation existing under the laws of the State of Delaware


 


(the “Purchaser”)


 


- and -


 


WATERTON
NEVADA SPLITTER, LLC, a limited liability company existing under the laws of the State of Nevada


 


(the “Vendor”)


 


RECITALS:


 


		A.	The Vendor owns all of the outstanding membership
                                            interests (collectively, the “Company Interests”) in the capital of CR
                                            Reward LLC (the “Company”), a Nevada limited liability company.



 


		B.	The Vendor wishes to sell to the Purchaser
                                            and the Purchaser wishes to purchase from the Vendor all of the Company Interests on the
                                            terms and subject to the conditions set out in this Agreement.



 


NOW THEREFORE,
in consideration of the foregoing recitals, the respective covenants and agreements of the Parties (as defined below) contained in this
Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by each Party, the Parties
agree as follows:


 


Article 1

INTERPRETATION


 


		1.1	Defined Terms



 


For the purposes of this Agreement, unless the
context otherwise requires, the following terms shall have the respective meanings set out below, and grammatical variations of such
terms shall have corresponding meanings:


 


“Affiliate” has the following
meaning: an entity (the “first entity”) is the Affiliate of another entity (the “second entity”)
where the second entity Controls the first entity, or the first entity Controls the second entity or both entities are Controlled by
the same Person;


 






    


    - 2 -


    

 


“Aggregate Payment” has the
meaning set out in Section 2.2(a)(iv).





 


“Allocation” has the meaning
set out in Section 9.4(a)(ii);


 


“AML” has the meaning set
out in Section 3.21(b);


 


“Ancillary Agreements” means
the Deed of Trust;


 


“Anti-Corruption Laws” has
the meaning set out in Section 3.21(a)(i);


 


“Applicable Securities Laws”
means the securities Laws of: (a) the United States, including the U.S. Securities Act and the U.S. Exchange Act, and any applicable
securities laws of any state of the United States, and (b) each province and territory of Canada, including all rules, regulations,
published policy statements and blanket orders thereunder or issued by any Governmental Entity, and the rules and policies of the
Exchange;


 


“Authorization” means, with
respect to any Person, any Order, permit, approval, consent, waiver, licence, certificate, registration or similar authorization of any
Governmental Entity having jurisdiction over such Person;


 


“Boundary Report” means that
certain CR Reward Claim Boundary Report prepared in September 2018 by Alan Day of Mineral Exploration Services in respect of the
Reward Mine Properties;


 


“Business Day” means any day
other than a Saturday, Sunday or statutory holiday in the Province of Ontario or the State of Nevada on which commercial banks in Toronto,
Ontario and Reno, Nevada are open for business;


 


“Claim”
means any action, suit, appeal, claim, application, Order, proceeding, grievance, arbitration, appeal, alternative dispute resolution
process or other legal proceeding;


 


“Closing” means the closing
of the transactions contemplated under this Agreement;


 


“Closing Date” means: (a) the
date that is [two] Business Days following the day on which the last of the conditions of Closing set out in Article 7 (other
than those conditions that by their nature can only be satisfied as of the Closing Date) have been satisfied or waived by the appropriate
Party, or (b) such earlier or later date as the Vendor and the Purchaser may agree in writing, provided that the Closing Date shall
occur no later than the Outside Date;


 


“Closing Payment” has the
meaning set out in Section 2.2(a)(i);


 


“Code” has the meaning set
out in Section 9.4(a)(ii);


 


“Company” has the meaning
set out in the recitals to this Agreement;


 


“Company Assets” means all
assets owned by the Company, including the Reward Mine Properties and the Subsidiary;


 


“Company Interests” has the
meaning set out in the recitals to this Agreement;


 






    


    - 3 -


    

 


“Contract” means any written
contract, agreement, indenture, lease, deed of trust, licence, option, instrument or other commitment;


  


“Control” means the power,
whether by Contract, ownership of equity interests or otherwise, to select a majority of the board of directors, managers or other supervisory
management authority of an entity, whether directly or indirectly through a chain of entities that are “Controlled” within
the foregoing meaning;


 


“Currency
Exchange Rate” means the Bank of Canada daily exchange rate for the conversion of Canadian dollars to United States
dollars;


 


“Damages” means, in respect
of any matter, all damages, losses, liabilities, deficiencies, fines, costs, expenses and judgments (including all reasonable legal and
other professional fees and disbursements, interest, penalties and amounts paid in settlement) arising as a consequence of such matter;


 


“Deed
of Trust” means a first position deed of trust, in the form attached as Exhibit A to this Agreement, to be executed
and delivered by the Company at the Closing in favor of the Vendor as beneficiary, and to be recorded in the records of the Nye County
Recorder to secure the obligation of the Purchaser to pay the Deferred Payment;


 


“Deferred Payment” has the
meaning set out in Section 2.2(a)(iv);


 


“Deferred Payment Deadline”
has the meaning set out in Section 2.2(b)(iii);2.2(a)(iii)


 


“Direct Claim” means any Claim
not involving a Third Party Claim which entitles an Indemnified Party to make a Claim for indemnification under this Agreement;


 


“Disclosure Letter” means
the disclosure letter dated as of the Effective Date and delivered by the Vendor to the Purchaser with this Agreement;


 


“Effective Date” means the
date of this Agreement;


 


“Encumbrance” means any pledge,
lien (statutory or otherwise), charge, security interest, sublicense (in respect of real property), lease, sublease, title retention
Contract, option, privilege, right of first refusal or first offer, royalty, interest in the production or profits from any asset, back-in
rights, earn-in rights, mortgage, hypothec, other similar interest or instrument charging, or creating a security interest in, or against,
title, easement, servitude or right-of-way (registered or unregistered), which materially affects the assets of a Person, and any Contract,
right or privilege (whether by Law, Contract or otherwise) capable of becoming any of the foregoing;


 


“Environmental Laws” means
all applicable Laws imposing obligations, responsibilities, liabilities or standards of conduct for or relating to: (a) the regulation
or control of Hazardous Substances or activities in connection with, or for the protection of, human health or safety, the environment
or natural resources (including climate, air, surface water, groundwater, wetlands, land surface, subsurface strata, vegetation or endangered
or threatened species), or (b) the use, generation, disposal, reclamation, remediation, treatment, processing, recycling, handling,
transport, distribution, destruction, transfer, import, export or sale of Hazardous Substances;


 






    


    - 4 -


    

 


“Environmental Permits” means
all material Authorizations required under Environmental Laws;





 


“Exchange” means the Toronto
Stock Exchange;


 


“Financial Statements” means
the unaudited consolidated financial statements of the Company for the years ended December 31, 2021 and December 31, 2020,
in each case consisting of a statement of financial position, statement of loss and comprehensive loss, statement of changes in equity,
and the accompanying statement of cash flows for the periods then ended, and all notes to such financial statements;


 


“Financing” has the meaning
set out in Section 2.2(b)(iii);


 


“Financing Price” has the
meaning set out in Section 2.2(c);


 


“Governmental Entity” means
any domestic or foreign: (a) federal, provincial, state, municipal, local or other government, (b) governmental or quasi-governmental
authority of any nature, including any governmental ministry, agency, branch, department, court, commission, board, tribunal, bureau
or instrumentality, (c) stock exchange, including the Exchange, or (d) body exercising or entitled to exercise any administrative,
executive, judicial, legislative, regulatory or taxing authority or power of any nature;


 


“Hazardous Substance” means
any pollutant, contaminant, waste or chemical, or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous or deleterious
substance, waste or material that may impair the natural environment, injure or damage property or plant or animal life, or harm or impair
the health of any individual, and includes tailings, waste rock, hydrogen sulphide, arsenic, cadmium, copper, lead, mercury, petroleum,
polychlorinated biphenyls, asbestos and urea-formaldehyde insulation, and any other material, substance, pollutant or contaminant regulated
or defined pursuant to, or that could result in liability under, any Environmental Law;


 


“IFRS” means the International
Financial Reporting Standards formulated by the International Accounting Standards Board, as updated and amended from time to time;


 


“Indemnified Party” has the
meaning set out in Section 10.4(a);


 


“Indemnifying Party” has the
meaning set out in Section 10.4(a);


 


“Initial Payment Shares” has
the meaning set out in Section 2.2(a)(ii);


 


“Initial Share Value” has
the meaning set out in Section 2.2(a)(ii);


 


“Interim Period” means the
period between the Effective Date and the earlier of (a) the Closing or (b) the termination of this Agreement pursuant to the
terms of this Agreement;


 


“Intellectual Property” means
domestic and foreign intellectual property rights, including: (a) patents, applications for patents and reissues, divisionals, continuations,
renewals, extensions and continuations-in-part of patents or patent applications, (b) copyrights, copyright registrations and applications
for copyright registrations, (c) designs, design registrations and design registration applications, (d) trade names, business
names, corporate names, domain names, website names, world wide web addresses, common law trademarks, trademark registrations, trademark
applications, trade dress and logos, and the goodwill associated with any of the foregoing, and (e) trade secrets and other confidential
and proprietary information;


 






    


    - 5 -


    




 


“Laws” means, in respect of
any Person, property, transaction or event, any and all applicable: (a) laws, constitutions, treaties, statutes, codes, ordinances,
decrees, rules, regulations and by-laws, and (b) Orders, writs, decisions and directives of any Governmental Entity;


 


“Leased Unpatented Claims”
has the meaning set out in Section 3.14(a);


 


“List” means the United States
Environmental Protection Agency’s National Priorities List (NPL) of Hazardous Substance Sites or Superfund Enterprise Management
System (SEMS), or any similar and active list of environmental sites maintained by a United States Governmental Entity;


 


“Material Adverse Effect”
means any effect that, when considered either individually or in the aggregate, is, or would reasonably be expected to be, material and
adverse to the business, operations, assets, liabilities or financial condition of, in the case of the Purchaser, the Purchaser and its
respective Affiliates taken as a whole, and in the case of the Vendor, the Company, taken as a whole, except to the extent that the material
adverse effect results from or is caused by: (a) general economic, political or regulatory conditions or events in any of the geographical
areas in which such Party operates, (b) any change in the financial, banking, credit, debt, currency or capital markets in general
(whether in Canada, the United States or any other country or in any international market), including changes in interest rates, commodity
prices, including the price of gold, or raw material prices, (c) conditions generally affecting any industry or any market in which
such Party operates, (d) labour disruptions, strikes, walkouts, lockouts or similar labour interruptions that are not materially
disproportionately adverse to such Party and its Affiliates (taken as a whole) relative to other businesses operating in the industry
in which such Party operates, (e) acts of God, natural disasters, pandemics (including any event, change or effect relating to or
caused by the COVID-19 pandemic), epidemics, national or international political or social conditions, including the engagement in hostilities,
whether commenced before or after the Effective Date, and whether or not pursuant to the declaration of a national emergency or war (including
any escalation or worsening of war or conflict, including any adverse economic consequences resulting from such war or conflict), or
the occurrence of any military or terrorist attack, (f) any changes in Laws, or accounting rules or principles, including changes
in IFRS or U.S. GAAP, (g) the negotiation, announcement or pendency of the transactions contemplated in this Agreement, the identity
of the Parties, or any communication by any other Party or any of its Affiliates, (h) any act or omission of a Party prior to the
Closing Date required, permitted or contemplated by this Agreement, (i) any adverse change that is cured to the reasonable satisfaction
of the other Party prior to the Closing, or (j) with respect to the Vendor or the Company, any matter listed or described in the
Disclosure Letter;


 


“Material
Contracts” has the meaning set out in Section 3.17;


 


“Meeting”
means the special meeting of the shareholders of the Purchaser, including any adjournment or postponement of such meeting,
to be called and held to consider, among other matters, the Transaction Resolution, if such Meeting is required under Section 9.6
of this Agreement;


 






    


    - 6 -


    




 


“Order” means any order, injunction,
judgment, administrative complaint, decree, ruling, award, assessment, direction, instruction, penalty or sanction issued, filed or imposed
by any Governmental Entity or arbitrator;


 


“Ordinary Course” means any
transaction that constitutes an ordinary day-to-day business activity of a Person in accordance with, and materially consistent with,
its past business practices;


 


“Organizational Documents”
means (a) in the case of a Person that is a corporation, its articles or certificate of incorporation and its by-laws, regulations
or similar governing instruments required by the Laws of its jurisdiction of formation or organization, (b) in the case of a Person
that is a partnership, its articles or certificate of partnership, formation or association, and its partnership agreement (in each case,
limited, limited liability, general or otherwise), (c) in the case of a Person that is a limited liability company, its articles
or certificate of formation or organization, and its limited liability company agreement or operating agreement, and (d) in the
case of a Person that is not a corporation, partnership (limited, limited liability, general or otherwise), limited liability company
or natural person, its governing instruments as required or contemplated by the Laws of its jurisdiction of organization;


 


“Outside Date” means the date
that is 90 days from the Effective Date, or such later date as may be permitted in writing by the Vendor in its sole discretion;


 


“Owned Patented Claims” has
the meaning set out in Section 3.14(a);


 


“Owned Unpatented Claims”
has the meaning set out in Section 3.14(a);


 


“Parties” means, collectively,
the Purchaser and the Vendor, and any other Person that becomes a party to this Agreement, and “Party” means any one
of them;


 


“Payment Shares” means the
Initial Payment Shares and any additional Purchaser Shares as may be issued pursuant to Section 2.2(c);


 


“Permitted Encumbrances” means:


 


		(a)	undetermined or inchoate Encumbrances
                                            incidental to construction, maintenance or operations, or otherwise relating to the Ordinary
                                            Course which have not, as of the Closing Date, been filed pursuant to applicable Law,



 


		(b)	statutory
                                            liens for current Taxes, assessments or other governmental charges not yet delinquent, or
                                            the amount or validity of which is being contested in good faith by appropriate proceedings,



 


		(c)	cash
                                            or governmental obligations deposited in the Ordinary Course in connection with Contracts,
                                            bids, permit fees, reclamation surety or the like,



 






    


    - 7 -


    

 


		(d)	Encumbrances
                                            or Claims incidental to current construction carried out in the Ordinary Course, and mechanics’,
                                            materialmen’s, warehousemen’s, workers’, carriers’ and other similar
                                            Encumbrances arising or incurred in the Ordinary Course and for amounts not yet delinquent,
                                            or if delinquent, being contested in good faith by appropriate actions,






 


		(e)	all rights reserved to, or vested in,
                                            any Governmental Entity by the terms of any patent, lease, licence, franchise, grant or permit
                                            held by it, or by any statutory provision to terminate any such patent, lease, licence, franchise,
                                            grant or permit, or to require annual or periodic payments as a condition of the continuance
                                            thereof, or to distrain against or to obtain an Encumbrance on any of its property or assets
                                            in the event of failure to make such annual or other periodic payments,



 


		(f)	the lessor’s title under any lease
                                            in which the Company is the lessee,



 


		(g)	Encumbrances
                                            that are due to zoning or subdivision, entitlement and other land use Laws,



 


		(h)	Encumbrances
                                            that arise solely by reason of acts of, or with the written approval of, the Purchaser,



 


		(i)	terms
                                            and conditions of, and Encumbrances created by, any Contract that has been disclosed in the
                                            Disclosure Letter,



 


		(j)	easements,
                                            rights-of-way, roads, covenants, restrictions and other matters of record in the Office of
                                            the Nye County Recorder,



 


		(k)	with
                                            respect to the Owned Unpatented Claims and the Leased Unpatented Claims, the paramount title
                                            of the United States, the rights of citizens of the United States and other qualified parties
                                            to enter onto and use the public lands, and the authority and right of the United States
                                            to administer and manage entry onto and use of the public lands,



 


		(l)	roads and rights-of-way, if any, existing
                                            pursuant to Revised Statute 2477,



 


		(m)	all
                                            Encumbrances described in the Boundary Report,



 


		(n)	all
                                            Encumbrances and matters described in the Title Reports, and



 


		(o)	all
                                            Encumbrances disclosed in any part of the Disclosure Letter;



 


“Person” means any individual,
corporation, legal person, partnership, firm, joint venture, syndicate, association, trust, trustee, limited liability company, unincorporated
organization, trust company, Governmental Entity or any other form of entity or organization;


 


“Pre-Closing Tax Period” means
any Tax or fiscal period ending before the time of Closing;


 






    


    - 8 -


    

 


“Pre-Closing Taxes” means
(a) any and all Taxes of the Company relating to a Pre-Closing Tax Period, and (b) any and all Taxes that the Company is liable
for as a result of being a member of (or leaving) an affiliated, consolidated, combined or unitary Tax group before the time of Closing;





 


“Prior Acquisition Date” means
November 26, 2014, being the date that the Vendor indirectly acquired all or substantially all of the Reward Mine Properties;


 


“Purchase Price” has the meaning
set out in Section 2.2(a);


 


“Purchaser” has the meaning
set out in the preamble to this Agreement;


 


“Purchaser Fundamental Representations”
means the representations and warranties in Sections 5.1 (Organization and Qualification), 5.4 (Execution and Binding Obligation),
5.5 (Capitalization) and 5.15 (Sufficient Funds);


 


“Purchaser Public Documents”
has the meaning set out in Section 5.8;


 


“Purchaser Shares” means shares
of common stock in the capital of the Purchaser having a par value of $0.0001 per share;


 


“Reclamation
Bonds” has the meaning set out in Section 3.16;


 


“Reclamation
Release” has the meaning set out in Section 9.3(a)(iii);


 


“Release” means any release,
spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping,
leaching or migration of any Hazardous Substance in the indoor or outdoor environment, including the movement of any Hazardous Substance
through or in the air, soil, surface water, ground water or property;


 


“Replacement
Bonds” has the meaning set out in Section 9.3(a)(i);


 


“Representative” means, with
respect to any Person, such Person’s, and each of such Person’s Affiliates’, officers, directors, managers, employees,
agents and representatives;


 


“Required Consents” has the
meaning set out in Section 3.4;


 


“Reward Mine Properties” means
the properties listed and described in Section 1.1 of the Disclosure Letter;


 


“Second Payment” has the meaning
set out in Section 2.2(a)(iii);


 


“Second Payment Date” has
the meaning set out in Section 2.2(b)(iii);


 


“Subsidiary” means CR Reward
Water Holdings LLC, a limited liability company formed under the Laws of the State of Nevada;


 


“Tax Authority” means the
United States Internal Revenue Service, the Canada Revenue Agency and any other applicable Governmental Entity responsible for the administration,
implementation, assessment, determination, enforcement, compliance, collection or other imposition of any Taxes;


 






    


    - 9 -


    

 


“Tax Notice” has the meaning
set out in Section 9.4(c)(i);


 


“Tax Returns” means any and
all returns, reports, information, rebates, credits, elections, designations, schedules, filings or other documents (including any related
or supporting information) relating to Taxes filed or required to be filed by any Tax Authority, or pursuant to any applicable Law relating
to Taxes, or in fact filed with any Tax Authority;


 


“Taxes” (and individually,
a “Tax”) includes any taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind imposed
by any Tax Authority, including all interest, penalties, fines or additions to tax imposed by any Governmental Entity in respect thereof,
and including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer,
sales, goods and services, harmonized sales, use, local, value-added, excise, stamp, withholding, business, franchising, property, development,
occupancy, employer health, payroll, employment, unemployment health, social services, education and Social Security and Medicare taxes,
and escheat and unclaimed property obligations;


 


“Third Party Claim” means
any Claim that is instituted or asserted by any Person, including a Governmental Entity, other than a Party against an Indemnified Party
which entitles the Indemnified Party to make a Claim for indemnification under this Agreement;


 


“Title Reports” means, collectively:
(a) the title report update dated April 9, 2022, (b) the title report update dated April 10, 2022, (c) the title
report dated April 11, 2022, and (d) the title report update dated April 12, 2022, each covering various parts of the
Reward Mine Properties, delivered by Parr Brown Gee & Loveless to the Company;


 


“Transaction
Resolution” means a simple majority resolution of the shareholders of the Purchaser, if required by the Exchange, for
the Parties to close the transactions contemplated under this Agreement, to be in form and substance satisfactory to the Exchange;


 


“Transfer Taxes” has the meaning
set out in Section 9.4(d);


 


“UCC Statement” has the meaning
set out in Section 2.3(a);


 


“U.S. Exchange Act” means
the United States Securities and Exchange Act of 1934, as amended;


 


“U.S. GAAP” means generally
accepted accounting principles in the United States, consistently applied;


 


“U.S. Securities Act” means
the United States Securities Act of 1933, as amended;


 


“Vendor” has the meaning set
out in the preamble to this Agreement; and


 


“Vendor Fundamental Representations”
means the representations and warranties in Sections 3.1 (Organization and Qualification), 3.5 (Capitalization), 3.6 (No
Other Agreements to Purchase), 4.1 (Organization and Qualification), 4.3 (Execution and Binding Obligation) and 4.4
(Title to Company Interests).


 






    


    - 10 -


    




 


		1.2	Headings, etc.



 


The provision of a Table of Contents, the division
of this Agreement into Articles, Sections and Exhibits, and the insertion of headings, are for convenient reference only and do not affect
the interpretation of this Agreement.


 


		1.3	Currency



 


All references in this Agreement to dollars or
 “$” are expressed in United States currency unless otherwise specifically indicated.


 


		1.4	Certain Phrases



 


In this Agreement, unless otherwise specified:


 


		(a)	the words “including”, “includes”
                                            and “include” mean “including (or includes or include) without limitation”
                                            and all similar variations thereof;



 


		(b)	the phrase “the aggregate of”,
                                            “the total of”, “the sum of” or any phrase of similar meaning means
                                            “the aggregate (or total or sum), without duplication, of”;



 


		(c)	the words “Article”, “Section”
                                            and “Exhibit” followed by a number mean and refer to the specified Article, Section or
                                            Exhibit of this Agreement; and



 


		(d)	in the computation of periods of time
                                            from a specified date to a later specified date, the word “from” means “from
                                            and including” and the words “to” and “until” each mean “to
                                            but excluding”.



 


		1.5	Knowledge



 


Where any representation or warranty contained
in this Agreement is qualified by reference to the knowledge of the Vendor, it refers to the actual knowledge of Jack McMahon and Cheryl
Brandon, after reasonable inquiry (but without any requirement to make any inquiries of third parties or any Governmental Entity, or
to perform any search of any public registry office or system) and without personal liability on their part.


 


		1.6	Accounting Terms



 


All accounting terms not specifically defined
in this Agreement are to be interpreted in accordance with IFRS in the case of the Company, and U.S. GAAP in the case of the Purchaser.


 


		1.7	Disclosure Letter



 


		(a)	The Disclosure Letter forms an integral part
                                            of this Agreement for all purposes of this Agreement.



 






    


    - 11 -


    

 


		(b)	The purpose of the Disclosure Letter is to
                                            set out the qualifications, exceptions and other information contemplated in this Agreement.
                                            The Parties acknowledge and agree that the Disclosure Letter, and the information and disclosures
                                            contained in the Disclosure Letter, do not constitute or imply, and shall not be construed
                                            as:



 


		(i)	any representation, warranty, covenant
                                            or agreement which is not expressly set out in this Agreement;



 


		(ii)	an admission of any liability or obligation
                                            of the Vendor;



 


		(iii)	an admission that the information is
                                            material;



 


		(iv)	a standard of materiality, a standard
                                            for what is or is not in the Ordinary Course, or any other standard contrary to the standards
                                            contained in this Agreement; or



 


		(v)	an expansion of the scope or effect of
                                            any of the representations, warranties and covenants set out in this Agreement.



 


		(c)	Disclosure of any information in the Disclosure
                                            Letter that is not strictly required under this Agreement has been made for informational
                                            purposes only and does not imply disclosure of all matters of a similar nature. Inclusion
                                            of an item in any section of the Disclosure Letter is deemed to be disclosure of such
                                            item for purposes of any other section(s) of the Disclosure Letter where it is reasonably
                                            apparent on the face of such disclosure that such disclosure is applicable to such other
                                            section(s) of the Disclosure Letter.



 


		(d)	The Disclosure Letter itself is confidential
                                            information and may not be disclosed unless: (i) it is required to be disclosed pursuant
                                            to Law, unless such Law permits the Parties to refrain from disclosing the information for
                                            confidentiality or other purposes, or (ii) a Party needs to disclose it in order to
                                            enforce or exercise its rights under this Agreement.



 


		1.8	References to Persons and Agreements



 


		(a)	Any reference in this Agreement to a Person
                                            includes its heirs, administrators, executors, legal representatives, successors and permitted
                                            assigns, as the case may be.



 


		(b)	Except as otherwise provided in this Agreement,
                                            the term “Agreement” and any reference to this Agreement, or to any other
                                            Ancillary Agreement, Contract, document or other instrument, includes and is a reference
                                            to this Agreement or such other Ancillary Agreement, Contract, document or other instrument
                                            as the same may have been, or may from time to time be, amended, restated, replaced, supplemented
                                            or novated, and includes all schedules hereto or thereto, as the case may be.



 


		1.9	Statutes



 


Except as otherwise provided in this Agreement,
any reference in this Agreement to a statute refers to such statute and all rules and regulations made under such statute as the
same may have been, or may from time to time be, amended, re-enacted or replaced.


 






    


    - 12 -


    

 



 


		1.10	Non-Business Days



 


Whenever payments are to be made or an action
is to be taken on a day which is not a Business Day such payment shall be made or such action shall be taken on or not later than the
next succeeding Business Day.


 


		1.11	No Presumption



 


This Agreement is the product of negotiation by
the Parties having the assistance of counsel and other advisors. It is the intention of the Parties that no Party shall be presumed to
be the drafter of this Agreement and that this Agreement shall not be construed more strictly with regard to one Party than to any other
Party.


 


		1.12	Exhibits



 


The following Exhibits are attached to this Agreement
and form an integral part of this Agreement for all purposes:


 


	 	Exhibit A	Form of Deed of Trust


 


Article 2

PURCHASE AND SALE


 


		2.1	Purchase and Sale of the Company Interests



 


On the terms and subject to the conditions set
forth in this Agreement, at the Closing, the Vendor shall sell, assign and transfer to the Purchaser, and the Purchaser shall purchase
from the Vendor, all, but not less than all, of the Company Interests.


 


		2.2	Purchase Price



 


		(a)	The aggregate purchase price (the “Purchase Price”) payable by the Purchaser to the
Vendor, or as the Vendor may otherwise direct in writing, for the Company Interests shall be comprised of:



 


		(i)	$12,500,000 (the “Closing Payment”); plus



 


		(ii)	the issuance of 7,800,000 Purchaser Shares (collectively, the “Initial
Payment Shares”) at a deemed price per Purchaser Share equal to the United States dollar equivalent (based on the Currency Exchange
Rate on the Business Day immediately preceding the Closing Date) of CAD$1.70, with the aggregate value of the Initial Payment Shares
as determined in accordance with this provision being the “Initial Share Value”; plus



 


		(iii)	such combination of cash and Purchaser Shares, determined in accordance with Section 2.2(c), as have
an aggregate value of $15,000,000 less the Initial Share Value (the “Second Payment”); plus



 






    


    - 13 -


    

 


		(iv)	$17,500,000 (the “Deferred Payment”, and together with the Closing Payment, the Initial
Share Value and the Second Payment, the “Aggregate Payment”).



 


		(b)	The Purchase Price shall be satisfied by:



 


		(i)	the payment by the Purchaser of the Closing Payment on the Closing Date by wire transfer of immediately
available funds to an account designated by the Vendor to the Purchaser in writing at least two Business Days prior to the Closing Date;



 


		(ii)	on the Closing Date, the issuance of the Initial Payment Shares and delivery to the Vendor by the Purchaser
of a direct registration system (DRS) statement representing the Initial Payment Shares registered in accordance with the registration
details to be directed in writing by the Vendor at least two Business Days prior to the Closing Date;



 


		(iii)	on or before the earlier of (in any case, the “Second Payment Date”): (A) the
Business Day on which the Purchaser completes any debt or equity financing (in any case, the “Financing”) and (B) the
date that is 90 days following the Closing Date (the “Deferred Payment Deadline”), the satisfaction of the Second Payment
by the Purchaser, as further provided in Section 2.2(c); and



 


		(iv)	the payment by the Purchaser of the Deferred Payment on or before the Deferred Payment Deadline by wire
transfer of immediately available funds to an account designated by the Vendor to the Purchaser in writing at least two Business Days
prior to the date on which payment is due and owing. For greater certainty, the Purchaser will be entitled to pay the Deferred Payment
at any time prior to the Deferred Payment Deadline without penalty. The Deferred Payment will not accrue any interest and no interest
will be due and payable thereon.



 


		(c)	Subject to Section 2.2(d): (i) if the price at which securities are sold by the Purchaser under
the Financing (in any case, the “Financing Price”) is less than CAD$1.70, the Second Payment shall be satisfied by
such combination of cash and Purchaser Shares as may be determined by the Vendor in its sole discretion; and (ii) if the Financing
Price is CAD$1.70 or greater, the Second Payment shall be satisfied by such combination of cash and Purchaser Shares as may be determined
by the Purchaser in its sole discretion. Any Purchaser Shares issued pursuant to this Section 2.2(c) shall be issued at a deemed
price per Purchaser Share equal to the United States dollar equivalent (based on the Currency Exchange Rate on the Business Day immediately
preceding the closing date of the Financing) of the Financing Price. For greater certainty, the aggregate value of the Initial Share Value
and the Second Payment shall be $15,000,000.



 


		(d)	Notwithstanding any other provision of this Agreement including Section 2.2(c), in no case will the
Purchaser be entitled or permitted to issue any Purchaser Shares to the Vendor if such issuance would result in the Vendor having beneficial
ownership (as determined in accordance with Applicable Securities Laws) of more than 9.99% of the Purchaser Shares, and any portion of
the Second Payment that would, if settled by Purchaser Shares, cause the Vendor to own more than 9.99% of the Purchaser Shares shall be
paid entirely in cash.



 






    


    - 14 -


    

 


		(e)	Any cash payment made in settlement of the Second Payment will be paid on the Second Payment Date by wire
transfer of immediately available funds to such account as is designated by the Vendor to the Purchaser in writing prior to the Second
Payment Date, and any Purchaser Shares issued to the Vendor in settlement of the Second Payment will be settled by the delivery to the
Vendor of a direct registration system (DRS) statement representing such Purchaser Shares, registered in accordance with the registration
details to be directed in writing by the Vendor prior to the Second Payment Date.



 


		2.3	Security



 


		(a)	The Parties agree that the obligation of the Purchaser to pay the Deferred Payment shall be secured by
the Deed of Trust and a related UCC financing statement (the “UCC Statement”), which will represent a first-priority,
perfected security interest. Notwithstanding any other provision of this Agreement, the Purchaser agrees that such obligation shall run
with the Reward Mine Properties, shall be evidenced of record by the Deed of Trust and the UCC Statement, and shall be binding upon any
successors or assignees of the Purchaser and the Company (and any respective successors or assignees of any assignee), until such time
as all obligations of the Purchaser to make the Deferred Payment have been indefeasibly satisfied.



 


		(b)	At such time as the Purchaser has indefeasibly paid the Deferred Payment, in full, the Parties shall enter
into such agreements, and shall record and file such instruments, as may be necessary to release, reassign, reconvey, discharge and terminate
the security provided by the Deed of Trust and the UCC Statement.



 


		2.4	Withholding Taxes



 


Notwithstanding any provision in this Agreement
to the contrary, if the Vendor delivers the certificate described in Section 9.4(e) or a Form W-9 to the Purchaser, then
any and all payments to the Vendor in respect of the Purchase Price pursuant to this Agreement shall be made free and clear of any deduction
or withholding, or offset therefrom.


 


Article 3

REPRESENTATIONS AND WARRANTIES OF THE VENDOR

REGARDING THE COMPANY


 


The Vendor represents and warrants to the Purchaser,
and acknowledges that the Purchaser is relying on such representations and warranties in connection with the sale by the Vendor of the
Company Interests and the transactions contemplated by this Agreement, that:


 


		3.1	Organization and Qualification



 


The Company is a limited liability company formed
and existing under the Laws of the State of Nevada, and has all necessary limited liability company power, authority and capacity to own
the Company Assets and to carry on its business as presently conducted. The Company is duly qualified, licensed or registered to conduct
business and is in good standing in each jurisdiction in which the Company Assets are located or it conducts business.


 






    


    - 15 -


    

 


		3.2	No Conflict



 


Except for the filings, notifications and Authorizations
described in Section 3.3 of the Disclosure Letter, and the consents, approvals and waivers described in Section 3.4 of the Disclosure
Letter, the execution and delivery, and performance by the Vendor, of this Agreement, and the consummation of the transactions contemplated
by this Agreement:


 


		(a)	do not and will not constitute or result in a breach or a violation of, or conflict with, or allow any
Person to exercise any rights under, any of the terms or provisions of the Organizational Documents of the Company;



 


		(b)	do not and will not constitute or result in a breach or a violation of, or allow any Person (other than
the Purchaser) to exercise any rights under, any Contract to which the Company is a party, in each case, which would have a Material Adverse
Effect with respect to the Company;



 


		(c)	do not and will not result in a breach or a violation, or cause the termination or revocation, of any
Authorization held by the Company which would have a Material Adverse Effect with respect to the Company; and



 


		(d)	do not and will not result in the violation of any Law which would have a Material Adverse Effect with
respect to the Company.



 


		3.3	Regulatory Authorizations



 


Except as disclosed in Section 3.3 of the
Disclosure Letter, no material filing with, notice to, or material Authorization of any Governmental Entity is required on the part of
the Company as a condition to the lawful completion of the transactions contemplated by this Agreement, other than such as would not reasonably
be expected to have a Material Adverse Effect with respect to the Company.


 


		3.4	Required Consents



 


Except as disclosed in Section 3.4 of the
Disclosure Letter (the “Required Consents”), the execution, delivery, and performance by the Vendor of this Agreement
and the consummation of the transactions contemplated by this Agreement do not and will not require the consent, approval or waiver of
any Person under any Contract to which the Company is party.


 


		3.5	Capitalization



 


Section 3.5 of the Disclosure Letter sets
forth the authorized and issued capital of the Company. At the Closing, the Company Interests shall constitute all of the membership interests
and other securities in the capital of the Company. All of the Company Interests have been duly and validly issued and are outstanding
as fully paid and non-assessable membership interests.


 






    


    - 16 -


    

 


		3.6	No Other Agreements to Purchase



 


No Person has any Contract, option or warrant,
or any other right or privilege capable of becoming such (whether by Law, pre-emptive or Contractual right granted by the Company), for
the purchase, subscription, allotment or issuance of the Company Interests or any unissued membership interests or other equity securities
or securities exercisable or convertible into equity securities of the Company.


 


		3.7	Company Records



 


The Company has maintained its company records
in accordance with, in all material respects, all applicable statutory requirements and prudent business practice, and such records are
complete and accurate in all material respects.


 


		3.8	Absence of Certain Changes or Events



 


Since December 31, 2021, other than the transactions
contemplated in this Agreement and as disclosed in Section 3.8 of the Disclosure Letter: (a) the Company has not carried on
any business other than owning, maintaining, exploring and developing the Reward Mine Properties, negotiating and entering into this Agreement
and the transactions contemplated by this Agreement, and activities necessarily incidental thereto, and (b) there has not been any
Material Adverse Effect with respect to the Company.


 


		3.9	Compliance with Laws



 


Except as disclosed in Section 3.9 of the
Disclosure Letter, the Company is conducting its operations in compliance with all applicable Laws, except for acts of non-compliance
which would not have a Material Adverse Effect with respect to the Company.


 


		3.10	Subsidiaries



 


		(a)	Other than the Subsidiary, all of the membership interests of which are wholly-owned by the Company, the
Company does not own shares or other ownership, equity, partnership, joint venture or proprietary interests in any other Person.



 


		(b)	The Subsidiary is a limited liability company formed and existing under the Laws of the State of Nevada,
and has all necessary limited liability company power, authority and capacity to own its assets and to carry on its business as presently
conducted, and is duly qualified, licensed or registered to conduct business and is in good standing in each jurisdiction in which its
assets are located or it conducts business.



 


		(c)	Section 3.10 of the Disclosure Letter sets out all material Company Assets owned by the Subsidiary.
Except as disclosed in Section 3.10 of the Disclosure Letter, no Person other than the Purchaser has any Contract, option or warrant,
nor any other right or privilege capable of becoming such (whether by Law, pre-emptive or Contractual right granted by the Company), for
the purchase of any of the Company Assets owned by the Subsidiary.



 


		(d)	Except as disclosed in Section 3.10 of the Disclosure Letter, the Subsidiary has not created or consented
to any Encumbrance on the Company Assets owned by the Subsidiary arising by, through or under the Subsidiary, other than Permitted Encumbrances.



 






    


    - 17 -


    

 


		3.11	Intellectual Property



 


The Company does not own any registrations, nor
has it submitted any applications for registration, for any Intellectual Property.


 


		3.12	Financial Statements



 


Except as disclosed in Section 3.12 of the
Disclosure Letter, the Financial Statements have been prepared in accordance with IFRS on a basis consistent with the preceding period
and each presents fairly in all material respects:


 


		(a)	the financial position of the Company as at the respective dates of the Financial Statements; and



 


		(b)	the results of operations of the Company for the period covered by the Financial Statements.



 


		3.13	Liabilities



 


The Company has not incurred any material liabilities
or obligations (whether accrued, absolute, contingent or otherwise) which continue to be outstanding, except: (a) as disclosed in
the Financial Statements, (b) as disclosed in Section 3.13 of the Disclosure Letter, or (c) as incurred in the Ordinary
Course.


 


		3.14	Properties and Mineral Rights



 


		(a)	The Reward Mine Properties constitute all of the Company’s direct and indirect interests in real
property, including all patented mining claims owned by the Company (the “Owned Patented Claims”), all unpatented mining
claims owned by the Company (the “Owned Unpatented Claims”), and all unpatented mining claims leased by the Company
(the “Leased Unpatented Claims”). The Company has not created or consented to any Encumbrance on the Reward Mine Properties
arising by, through or under the Company, other than Permitted Encumbrances. Other than the Reward Mine Properties, the Company does not,
directly or indirectly, own or have any interest in any material real property or any material mineral interests and rights. The Reward
Mine Properties constitute all of the patented claims, unpatented claims, and fee interests necessary to explore, develop, and operate
the Reward Mine Properties as they are presently being explored, developed, and operated.



 


		(b)	Except as disclosed in the Title Reports or in Section 3.14 of the Disclosure Letter, the Company
owns: (i) all of the Owned Patented Claims, (ii) all of the Owned Unpatented Claims, and (iii) the leasehold interests
in all of the Leased Unpatented Claims, in each and all cases, free and clear of all Encumbrances, except for Permitted Encumbrances.



 






    


    - 18 -


    

 


		(c)	Except as disclosed in the Title Reports or in Section 3.14 of the Disclosure Letter, there is no
adverse Claim active, threatened, or, to the knowledge of the Vendor, pending against, or challenge to, the ownership of the Reward Mine
Properties, except for Permitted Encumbrances. The Company has not received any written notice from any Governmental Entity of any revocation
or intention to revoke any interest of the Company in the Reward Mine Properties, and, to the knowledge of the Vendor, there is no threatened
or pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Reward Mine Properties,
nor has any notice or proceeding in respect thereof been given to the Vendor or, to the knowledge of the Vendor, commenced, nor does the
Vendor know of any intent or proposal to give such notice or commence any such proceeding.



 


		(d)	Except as disclosed in the Title Reports or in Section 3.14 of the Disclosure Letter, none of the
Reward Mine Properties are subject to a partnership, joint venture or other analogous arrangement.



 


		(e)	The Reward Mine Properties have permanent uninterrupted ingress and egress to and from the property by
way of a road from Highway 95 to the Reward Mine Properties as set out in the 2020 Final Environmental Assessment prepared for the United
States Department of the Interior Bureau of Land Management for the Reward Project.



 


		(f)	With respect to each unpatented mining claim constituting the Reward Mine Properties, except as may be
specified in Section 3.14 of the Disclosure Letter, or as disclosed in the Title Reports or in the Boundary Report, and subject to
the paramount title of the United States, the rights of citizens of the United States and other qualified parties to enter onto and use
the public lands, and the authority and right of the United States to administer and manage entry onto and use of the public lands, to
the knowledge of the Vendor: (i) all such claims were located, staked, filed and recorded on available public domain land in compliance
with all applicable Laws, (ii) all claim maintenance fees required to be paid under federal Law in lieu of the performance of assessment
work in order to maintain the claims have been timely and properly paid and affidavits or other notices evidencing such payments, and
the owner’s intent to hold the claims as required under applicable Laws, have been timely and properly filed and recorded, (iii) there
are no Claims pending or threatened against or affecting any of the claims, and (iv) the claims are in good standing with respect
to all applicable Governmental Entities.



 


		(g)	Except as disclosed in Section 3.14 of the Disclosure Letter or in the Title Reports, to the knowledge
of the Vendor: (i) each material lease under which the Company leases any of the Leased Unpatented Claims is valid and in full force
and effect, (ii) there is not any existing default by the Company under any such material lease that would give the lessor the right
to terminate such lease or amend or modify such lease in a manner adverse to the Company, and (iii) there is not any existing default
by the lessor of any such lease.



 


		(h)	This Section 3.14 contains the sole and exclusive representations and warranties concerning title
to the Reward Mine Properties. Without limiting the generality of the foregoing sentence, and notwithstanding anything else in this Agreement,
no representation or warranty (express or implied) is made, and such representations and warranties are instead expressly disclaimed,
regarding (i) the existence of any discovery of valuable minerals on or within any of the unpatented mining claims constituting the
Reward Mine Properties, (ii) the paramount title of the United States of America in and to the unpatented mining claims constituting
the Reward Mine Properties, and (iii) the condition, potential, usability, marketability, value or validity of the Reward Mine Properties
or any of them.



 






    


    - 19 -


    

 


		(i)	The information provided by the Vendor to the Qualified Persons (as defined in National Instrument 43-101
 – Standards of Disclosure for Mineral Projects) that authored the technical report for the Reward project dated September 6,
2019 (the “Technical Report”), in connection with the preparation of the Technical Report was complete and accurate
in all material respects at the time such information was furnished. The Company has not carried out any production of minerals from the
Reward Mine Properties since the Technical Report was published.



 


		3.15	Environmental



 


Except as disclosed in Section 3.15 of the
Disclosure Letter:


 


		(a)	the Company is in possession of all Environmental Permits that are required to own or lease the Reward
Mine Properties and to maintain the Reward Mine Properties as maintained as of the Closing Date, and the Company is, and has been, in
material compliance with the terms of such Environmental Permits and all Environmental Laws;



 


		(b)	since the Prior Acquisition Date, no activities have been carried out by
the Vendor or the Company that have caused the l Release of any Hazardous Substance on, from or under any of the Reward Mine Properties
that could reasonably be anticipated to result in material liability for cleanup, remediation or any other type of response action pursuant
to Environmental Laws;



 


		(c)	neither the Vendor nor the Company has received any written request
for information, notice, demand letter, administrative inquiry, investigation, complaint or Claim with respect to environmental, health
or safety matters relating to to any actual or alleged violation of or failure to comply with Environmental Laws as they relate the Company
Assets and which may require any material work, repairs, construction or expenditures;



 


		(d)	to the knowledge of the Vendor, there are no changes in the status,
terms or conditions of any Environmental Permits held by the Company, nor any renewal, modification, revocation, reassurance, alteration,
transfer or amendment of any such Environmental Permits, that are required in connection with the execution or delivery of this Agreement
or the consummation of the transactions contemplated in this Agreement;



 


		(e)	to the knowledge of the Vendor, none of the Reward Mine Properties
are listed on a List, nor has the Vendor or the Company received any written notice that any of the Reward Mine Properties are being considered
for inclusion on a List;



 


		(f)	to the knowledge of the Vendor, each of the Vendor and the Company
has provided the Purchaser with true, correct and complete copies of all material assessments, audits, reports and other documents in
its possession, or to the Vendor’s knowledge, under its control, relating to material environmental conditions, including Hazardous
Substances, at, on, under or emanating from, or otherwise associated with, the Company Assets; and



 






    


    - 20 -


    

 


		(g)	except as relates to the Reclamation Bonds, the Company has not assumed, undertaken, or otherwise become
subject to any liability of any other Person, or provided indemnity with respect to any liability, in each case relating to Environmental
Laws.



 


This Section 3.15
contains the sole and exclusive representations and warranties concerning environmental, Hazardous Substances, health and safety, reclamation
(except as pertains to the Reclamation Bonds under Section 3.16), remediation and closure matters with respect to the Vendor,
the Company, the Company Assets and the Reward Mine Properties.


 


		3.16	Reclamation Bonds



 


Section 3.16 of the Disclosure Letter sets
forth a description of all surety instruments, reclamation bonds, letters of credit, guarantees, certificates of deposit, cash deposits
and other instruments, accounts and arrangements provided or maintained by, or for the benefit of, the Vendor or any Affiliate of the
Vendor in respect of the operation, closure, reclamation or remediation of the Reward Mine Properties that are in place as of the Closing
Date (collectively, the “Reclamation Bonds”). No Governmental Entity has called on any of the Reclamation Bonds.


 


		3.17	Material Contracts



 


All Contracts to which the Company is a party
or is bound by, that: (a) provide for the expenditure of $25,000 or more during any twelve month period; or (b) have a term
of one year or more and cannot be cancelled on notice of 90 days or less (collectively, the “Material Contracts”) are
listed in Section 3.17 of the Disclosure Letter. Each of the Material Contracts is in full force and effect and is unamended, except
as described in Section 3.17 of the Disclosure Letter, and there are no outstanding defaults or breaches under any of the Material
Contracts on the part of the Company which would have a Material Adverse Effect with respect to the Company.


 


		3.18	Employees and Employee Plans



 


Since the Prior
Acquisition Date, the Company and the Subsidiary have not had any employees and have not entered into any employment Contracts. Since
the Prior Acquisition Date, the Company and the Subsidiary have not been a party to, nor bound by, any collective bargaining agreement
or any employment Contract, nor has the Company or the Subsidiary maintained, sponsored, contributed to, or incurred any liability under,
any pension, savings, commission, deferred compensation, salary continuation, vacation, supplemental unemployment benefits, education
assistance, profit-sharing, mortagage assistance, employee loan, retirement, group health or welfare, severance, bonus, incentive or equity-based
compensation or other employee benefit plans, retiree plans, programs or other retiree coverage or arrangements, fringe benefit
and other benefit plans, programs, contracts, coverage, arrangements or policies.


 






    


    - 21 -


    

 


		3.19	Litigation



 


Except as described in Section 3.19 of the
Disclosure Letter, there are no material Claims involving the Company or involving the Company Assets or, to the knowledge of the Vendor,
threatened in writing against the Company or involving the Company Assets.


 


		3.20	Taxes



 


		(a)	Each of the Company and the Subsidiary have filed or caused to be filed
all income Tax Returns and other material Tax Returns required to be filed by it with the appropriate Governmental Entity. All
such Tax Returns filed were correct and complete in all material respects.



 


		(b)	The Company and the Subsidiary have paid all Taxes, including all instalments on account of Taxes for
the current year, that are due and payable by them, whether or not shown on any Tax Return.



 


		(c)	The Company and the Subsidiary are classified for U.S. federal and state income Tax purposes as entities
disregarded as separate from the Vendor.



 


		(d)	There are no ongoing Tax audits or examinations, and no waivers of statutes
of limitations have been given or requested, with respect to the Company, the Subsidiary or the Vendor with respect to any of the
Company Assets.



 


		(e)	To the knowledge of the Vendor, the Company Assets are not subject
to any Tax liens, other than liens for Taxes not yet due and payable or being contested in good faith through appropriate proceedings
and for which adequate reserves are maintained in the appropriate Financial Statements.



 


		(f)	To the knowledge of the Vendor, no unresolved deficiencies or additions
to Taxes have been proposed, asserted or assessed in writing against the Company, the Subsidiary, or any of the Company Assets by any
Governmental Entity.



 


		(g)	To the knowledge of the Vendor, no Claim has been made in writing
within the last three years by any Governmental Entity in a jurisdiction in which the Company or the Subsidiary does not file Tax Returns
that the Company or the Subsidiary is or may be subject to taxation by that jurisdiction.



 


		(h)	All Taxes required to be withheld or collected by the Company and the Subsidiary
in connection with amounts paid or owing to any independent contractor, creditor or member have been withheld and collected and, to the
extent required by Law, timely paid to the appropriate Governmental Entity.



 


		(i)	This Section 3.20 contains the sole and exclusive representations and warranties with respect to
Taxes, Tax Returns and other Tax matters of the Vendor, the Company and the Subsidiary. Notwithstanding the foregoing or anything else
in this Agreement, no representation or warranty is made regarding the existence or amount of (or any limitation on) any net operating
loss, capital loss, Tax basis or other tax attribute of the Company, the Subsidiary or the Company Assets.



 






    


    - 22 -


    

 


		3.21	Anti-Corruption and Anti-Money Laundering



 


		(a)	The Company has not, nor has any of its members, managers, officers or employees, nor any agent or other
Person acting on behalf of any of the foregoing:



 


		(i)	violated the U.S. Foreign Corrupt Practices Act of 1977, as amended, the Corruption of Foreign
Public Officials Act  (Canada), as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada),
as amended, or any similar anti-corruption or anti-bribery Laws, if and to the extent applicable (collectively, the “Anti-Corruption
Laws”);



 


		(ii)	made, offered or promised to make, or authorized the payment or giving of money, or anything else of value,
to any: (i) executive, official, employee or Person acting in an official capacity for or on behalf of a Governmental Entity or a
public international organization (e.g., the International Monetary Fund or the World Bank), or (ii) political party or official
thereof, or candidate for political office, or (iii) other Person, while knowing or believing that all or some portion of the money
or value shall be offered, given or promised to any Person for the purposes of obtaining or retaining business or securing any improper
advantage, or in other circumstances when such offer, payment or promise would be unlawful, in each case, in violation of applicable Anti-Corruption
Laws; or



 


		(iii)	to the knowledge of the Vendor, been subject to any investigation by any Governmental Entity with regard
to any actual or alleged breach of any relevant Anti-Corruption Law.



 


		(b)	The Company is in compliance with all anti-money laundering (“AML”)
Laws, including the U.S. Currency and Foreign Transaction Reporting Act ‎of 1970, the U.S. ‎Money Laundering Control Act
of 1986, and economic sanctions and trading Laws related to the prevention of money laundering and terrorist financing in the jurisdictions
in which the Company operates, ‎including prohibited or restricted ‎international trade and financial transactions and lists ‎maintained
by any Canadian or United States Governmental Entity, agency, ‎authority or Person targeting certain countries, ‎territories,
or Persons, including the United States Export Administration Act and implementing Export Administration Regulations, the Arms Export
Control Act and implementing International Traffic in Arms Regulations and the various economic sanctions laws administered by the Office
of Foreign Assets Control of the U.S. Treasury Department.



 


		3.22	Brokers



 


Except as disclosed in Section 3.22 of the
Disclosure Letter, there is no investment banker, broker, finder or other Person that has been retained by, or is authorized to act on
behalf of, the Company or the Vendor who might be entitled to any fee, commission or other remuneration from the Company or the Vendor
in connection with the transactions contemplated by this Agreement.


 






    


    - 23 -


    

 


Article 4

REPRESENTATIONS AND WARRANTIES OF THE VENDOR


 


The Vendor represents and warrants to the Purchaser,
and acknowledges that the Purchaser is relying on such representations and warranties in connection with the transactions contemplated
by this Agreement, that:


 


		4.1	Organization and Qualification



 


The Vendor is a limited liability company formed
and existing under the Laws of the State of Nevada, and has all necessary limited liability company power, authority and capacity to own
its assets and to carry on its business as presently conducted.


 


		4.2	No Conflict



 


The execution and delivery, and performance by
the Vendor, of this Agreement and each Ancillary Agreement to which the Vendor is a party, and the consummation of the transactions contemplated
by this Agreement and each such Ancillary Agreement:


 


		(a)	do not and will not constitute or result in a breach or a violation of, or conflict with, or allow any
Person to exercise any rights under, any of the terms or provisions of the Organizational Documents of the Vendor;



 


		(b)	do not and will not constitute or result in a breach or a violation of, or allow any Person to exercise
any rights under, any Contract to which the Vendor is a party;



 


		(c)	do not and will not result in a breach or a violation, or cause the termination or revocation, of any
Authorization held by the Vendor that is necessary to the ownership by the Vendor of the Company Interests; and



 


		(d)	do not and will not result in the violation of any Law,



 


in each case, other than such as would not reasonably
be expected to prevent, materially delay or materially impede the ability of the Vendor to perform its obligations under this Agreement
and each Ancillary Agreement to which the Vendor is a party, or to consummate the transactions contemplated by this Agreement and each
such Ancillary Agreement.


 


		4.3	Execution and Binding Obligation



 


		(a)	The execution and delivery and performance by the Vendor of this Agreement and each Ancillary Agreement
to which the Vendor is a party, and the consummation of the transactions contemplated by this Agreement and each such Ancillary Agreement,
have been duly authorized by all necessary action on the part of the Vendor.



 


		(b)	This Agreement and each Ancillary Agreement to which the Vendor is a party has been duly executed and
delivered by the Vendor and constitutes a legal, valid and binding obligation of the Vendor enforceable against the Vendor in accordance
with its terms, subject only to any limitation under Laws relating to: (i) bankruptcy, winding-up, insolvency, arrangement and other
Laws of general application affecting the enforcement of creditors’ rights, and (ii) the discretion that a court may exercise
in the granting of equitable remedies such as specific performance and injunction.



 






    


    - 24 -


    

 


		4.4	Title to Company Interests



 


The Vendor is the sole registered and beneficial
owner of the Company Interests free and clear of all Encumbrances. Upon completion of the transactions contemplated by this Agreement,
the Vendor shall have transferred to the Purchaser good and valid title to the Company Interests free and clear of all Encumbrances.


 


		4.5	Shareholder and Similar Contracts



 


The Vendor is not a party to any shareholder,
pooling, voting trust or other similar Contract relating to the Company Interests.


 


		4.6	Required Authorizations



 


No material filing with, notice to or any material
Authorization of any Governmental Entity is required on the part of the Vendor as a condition to the lawful completion of the transactions
contemplated by this Agreement and each Ancillary Agreement to which the Vendor is a party.


 


		4.7	Required Consents



 


Except as disclosed in Section 4.7 of the
Disclosure Letter, there is no requirement to obtain any consent, approval or waiver of any party under any Contract that the Vendor is
party to, to complete the transactions contemplated by this Agreement and each Ancillary Agreement to which the Vendor is a party, and
completion of such transactions will not result in any acceleration of payment or additional fee or any payment thereunder.


 


		4.8	No Other Agreements to Purchase



 


No Person other than the Purchaser has any Contract,
option or warrant, nor any other right or privilege capable of becoming such (whether by Law, pre-emptive or Contractual right granted
by the Company), for the purchase of the Company Interests from the Vendor.


 


		4.9	Residence



 


The Vendor is a
resident of the United States within the meaning of applicable United States Tax Laws.


 


		4.10	Securities Law Matters



 


The Vendor is acquiring the Payment Shares solely
for its own account for investment purposes, and not with a view to, or for offer or sale in connection with, any distribution of the
Payment Shares. The Vendor acknowledges that the Payment Shares are not registered under the U.S. Securities Act or any applicable securities
laws of any state of the United States and are being issued to the Vendor pursuant to an exemption from such registration requirements.
The Vendor acknowledges and agrees that the Payment Shares will be “restricted securities” under Rule 144 under the U.S.
Securities Act, that the Payment Shares may not be transferred or sold except pursuant to the registration provisions of the U.S. Securities
Act or pursuant to an applicable exemption therefrom and subject to all Applicable Securities Laws and that the DRS advice slip representing
the Payment Shares will bear a legend to such effect. The Vendor is an “accredited investor” as defined in Rule 501(a) of
Regulation D. The Vendor is able to bear the economic risk of holding the Payment Shares for an indefinite period (including total loss
of its investment), and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the
merits and risk of its investment.


 






    


    - 25 -


    

 


		4.11	Disclaimer of Warranties



 


Notwithstanding anything to the contrary contained
in this Agreement, it is the explicit intent of the Parties that neither the Vendor nor any other Person is making any representation
or warranty whatsoever, express or implied, with respect to the Company, the Company Assets or the Company’s operations, liabilities,
condition (financial or otherwise) or prospects (including any implied warranty or representation as to the accuracy or completeness of
any information provided or made available to the Purchaser or any of its Affiliates or Representatives, or as to the value, condition,
merchantability or suitability of the Company Assets), beyond those expressly given in Article 3 and Article 4. In particular,
and without limiting the foregoing, it is understood and agreed that: (a) except for the representations and warranties made by the
Vendor in Article 3 and Article 4, neither the Vendor, the Company nor any other Person makes or has made any representation
or warranty to the Purchaser or any of its Affiliates or Representatives with respect to: (i) any estimates, projections, forecasts
or other prospective information relating to the Company, or (ii) any other oral or written materials or information that have been
or shall be provided or made available to the Purchaser or any of its respective Affiliates or Representatives; and (b) neither the
Vendor, its Affiliates, Representatives nor any other Person shall be subject to any liability with respect to the information set forth
in subsection (a).


 


Article 5

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER


 


The Purchaser represents and warrants to the Vendor,
and acknowledge that the Vendor is relying on such representations and warranties in connection with the sale by the Vendor of the Company
Interests and the transactions contemplated by this Agreement, that:


 


		5.1	Organization and Qualification



 


The Purchaser is a corporation formed
and existing under the Laws of the State of Delaware, and has all necessary corporate power, authority and capacity to own its assets
and to carry on its business as presently conducted. The Purchaser is duly qualified, licensed or registered to conduct business and is
in good standing in each jurisdiction in which its assets are located or it conducts business.


 






    


    - 26 -


    

 


		5.2	No Conflicts



 


The execution and delivery, and performance by
Purchaser of this Agreement and each Ancillary Agreement to which it is a party, and the consummation of the transactions contemplated
by this Agreement and each such Ancillary Agreement:


 


		(a)	do not and will not constitute or result in a breach or a violation of, a default under, or conflict with,
or allow any Person to exercise any rights under, any of the terms or provisions of the Organizational Documents of the Purchaser;



 


		(b)	do not and will not constitute or result in a breach or a violation of, a default under or an event that,
with or without notice or lapse of time or both, would result in the acceleration of, or create in any party the right to accelerate,
terminate, modify or cancel, or allow any Person to exercise any rights under, any Contract to which the Purchaser is a party;



 


		(c)	do not and will not result in a breach or a violation, or cause the termination or revocation, of any
material Authorization held by the Purchaser; and



 


		(d)	do not and will not result in the violation of any Law applicable to the Purchaser in any material respect,



 


in each case, other than such as would not reasonably
be expected to prevent, materially delay or materially impede the ability of the Purchaser to perform its obligations under this Agreement
and each Ancillary Agreement to which it is a party or to consummate the transactions contemplated by this Agreement and each such Ancillary
Agreement.


 


		5.3	Regulatory Approvals



 


Except for the requisite
approval of the Exchange for the listing of the Payment Shares, no Order or Authorization of or filing with any Governmental Entity is
required on the part of the Purchaser in connection with the execution and delivery of this Agreement and each Ancillary Agreement
to which it is a party, or the performance of the Purchaser’s obligations under this Agreement and each such Ancillary Agreement.


 


		5.4	Execution and Binding Obligation



 


		(a)	The execution and delivery and performance by the Purchaser of this Agreement and each Ancillary Agreement
to which it is a party, and the consummation of the transactions contemplated by this Agreement and each such Ancillary Agreement, have
been duly authorized by all necessary corporate or other action on the part of the Purchaser.



 


		(b)	This Agreement and each Ancillary Agreement to which the Purchaser is a party has been duly executed and
delivered by the Purchaser, and constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser
in accordance with its terms, subject only to any limitation under Laws relating to: (i) bankruptcy, winding-up, insolvency, arrangement
and other Laws of general application affecting the enforcement of creditors’ rights; and (ii) the discretion that a court
may exercise in the granting of equitable remedies such as specific performance and injunction.



 






    


    - 27 -


    

 






		5.5	Capitalization



 


		(a)	The authorized share capital of the Purchaser
                                            consists of: (i) 750,000,000 Purchaser Shares and (ii) 250,000,000 shares of preferred
                                            stock having a par value of $0.0001 per share (the “Preferred Shares”),
                                            which includes as designated Preferred Shares 5,000,000 shares of Series A preferred
                                            stock having a par value of $0.0001 per share (the “Series A Shares”),
                                            and 45,000,000 shares of Series B preferred stock having a par value of $0.0001 per
                                            share (the “Series B Shares”).



 


		(b)	As of the Effective Date: (i) 70,478,770
                                            Purchaser Shares were issued and outstanding and (ii) Preferred Shares were issued and
                                            outstanding convertible into 677,084 Purchaser Shares, consisting of no Series A Shares
                                            and Series B Shares issued and outstanding convertible into 677,084 Purchaser Shares.
                                            All outstanding Purchaser Shares and Series B Shares have been duly authorized and validly
                                            issued, are fully paid and non-assessable and are not subject to, nor were they issued in
                                            violation of, any pre-emptive rights.



 


		(c)	As of the Effective Date, an aggregate of
                                            up to 4,800,002 Purchaser Shares are issuable upon the exercise of outstanding incentive
                                            stock compensation of the Purchaser and up to 31,211,119 Purchaser Shares are issuable upon
                                            the exercise of outstanding common share purchase warrants of the Purchaser, and the exercise
                                            prices, expiration dates and other material terms of all such stock compensation and warrants
                                            have been provided to the Vendor.



 


		(d)	As of the Effective Date, except for the Purchaser
                                            Shares described in this Section 5.5, and the Payment Shares that are issuable pursuant
                                            to this Agreement, there are no options, warrants, stock appreciation rights, restricted
                                            stock units, conversion privileges or other securities, or other rights, agreements, arrangements
                                            or commitments (pre-emptive, contingent or otherwise) of any character whatsoever, to which
                                            the Purchaser or any of its Affiliates is a party or by which the Purchaser or any of its
                                            Affiliates may be bound, obligating or which may obligate the Purchaser or any of its Affiliates
                                            to issue, grant, deliver, extend, or enter into any such option, warrant, stock appreciation
                                            right, restricted stock unit, conversion privilege or other security, or other right, agreement,
                                            arrangement or commitment.



 


		(e)	There are no outstanding contractual obligations
                                            of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares or other
                                            securities of the Purchaser.



 


		(f)	At the Closing, all Payment Shares will be
                                            duly authorized and validly issued as fully paid and non-assessable, will not be subject
                                            to any pre-emptive rights, will be issued in compliance with all Applicable Securities Laws,
                                            and will be approved for listing on the Exchange.



 


		5.6	Shareholder and Similar Agreements



 


Other than as disclosed in the Purchaser Public
Documents, the Purchaser is not party to any shareholder, pooling, voting trust or other similar agreement relating to the issued and
outstanding Purchaser Shares or other securities in the Purchaser, other than the agreements set forth in this Agreement with respect
to the Payment Shares.


 






     


    - 28 -


    

 


		5.7	Subsidiaries



 


The Purchaser is the beneficial owner of all
of the securities or other interests in each of the Subsidiaries identified as owned directly or indirectly by the Purchaser in the Purchaser
Public Documents, free and clear of all Encumbrances. All shares or other equity interests in each of the Purchaser’s Subsidiaries
are validly issued, fully paid and non-assessable (and no such shares or other equity interest have been issued in violation of any pre-emptive
or similar rights), except as would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect with
respect to the Purchaser.


 


		5.8	Purchaser Public Documents



 


The Purchaser has
timely filed with all applicable Governmental Entities true and complete copies of all documents, reports, forms, schedules, statements
and other information that the Purchaser is required to file under Applicable Securities Laws (collectively, the “Purchaser
Public Documents”). Each Purchaser Public Document at the time filed and, in the case of a registration statement or amendment
thereto filed pursuant to the U.S. Securities Act, or a prospectus or amendment thereto filed pursuant to any Canadian Applicable Securities
Laws, at the time such registration statement or prospectus, or amendment thereto, became effective: (a) did 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 therein,
in light of the circumstances in which they were made, not misleading, and (b) complied in all material respects with the requirements
of Applicable Securities Laws. The Purchaser has not filed any confidential material change report with any Governmental Entity
which remains confidential. There are no outstanding written comments from any Governmental Entities with respect to any of the Purchaser
Public Documents.


 


		5.9	Securities Law Matters



 


		(a)	The Purchaser is a reporting issuer in the
                                            Provinces of British Columbia and Ontario and has reporting obligations under Section 13(a) of
                                            the U.S. Exchange Act, and the Purchaser Shares are registered under Section 12(g) of
                                            the U.S. Exchange Act. The Purchaser is in compliance in all material respects with all Applicable
                                            Securities Laws, including all applicable policies and regulations of the Exchange, and is
                                            not in default of any of its obligations under any Applicable Securities Laws.



 


		(b)	The Purchaser Shares are listed and posted
                                            for trading on the Exchange and the Purchaser has not taken, and will not take prior to the
                                            Closing, any action which would be reasonably expected to result in the delisting or suspension
                                            of the Purchaser Shares on or from the Exchange. The Purchaser is in compliance in all material
                                            respects with the applicable rules and regulations of the Exchange.



 


		(c)	The Purchaser is not registered or required
                                            to be registered as an “investment company” pursuant to the United States Investment
                                            Company Act of 1940, as amended.



 


		(d)	The Purchaser is not, and on the Closing the
                                            Purchaser will not be, subject to any delisting, suspension of trading, cease trading or
                                            other Order that may operate to prevent or restrict trading in the Purchaser Shares under
                                            Applicable Securities Laws, and no proceedings will have been initiated, be pending or threatened,
                                            or expected to be implemented or undertaken, by any Governmental Entity in relation thereto.



 






     


    - 29 -


    

 


		(e)	The
                                            Purchaser has not, and on the Closing Date the Purchaser or any of its respective Representatives
                                            will not have taken any action pursuant to which the Purchaser would cease to be a reporting
                                            issuer in any province or territory of Canada, or a registrant or the equivalent in the United
                                            States or any other jurisdiction under Applicable Securities Laws, nor has the Purchaser
                                            or any of its respective Representatives received notification from any Governmental Entity
                                            seeking to revoke such status of the Purchaser.



 


		(f)	The offering, issuance and sale of the Payment
                                            Shares in accordance with the terms of this Agreement is exempt from prospectus and registration
                                            requirements under Applicable Securities Laws, and no prospectus or other document must be
                                            filed, and no Authorization is required to be made, taken or obtained by the Purchaser pursuant
                                            to Applicable Securities Laws to permit the issuance and sale of the Payment Shares.



 


		(g)	The Purchaser is acquiring the Company Interests
                                            solely for its own account for investment purposes, and not with a view to, or for offer
                                            or sale in connection with, any distribution of the Company Interests. The Purchaser acknowledges
                                            that the Company Interests are not registered under the U.S. Securities Act or any applicable
                                            securities laws of any state of the United States, and that the Company Interests may not
                                            be transferred or sold to any person in the United States or “U.S. person” (as
                                            defined in Regulation S under the U.S. Securities Act) except pursuant to the registration
                                            provisions of the U.S. Securities Act or pursuant to an applicable exemption therefrom and
                                            subject to all Applicable Securities Laws. The Purchaser is an “accredited investor”
                                            as defined in Rule 501(a) of Regulation D. The Purchaser is able to bear the economic
                                            risk of holding the Company Interests for an indefinite period (including total loss of its
                                            investment), and has sufficient knowledge and experience in financial and business matters
                                            so as to be capable of evaluating the merits and risk of its investment.



 


		5.10	Absence of Certain Changes of Events



 


Since December 31, 2021: (a) the Purchaser
has conducted its business only in the Ordinary Course, and (b) there has not been any event, circumstance or occurrence which has
had, or is reasonably likely to give rise to, a Material Adverse Effect with respect to the Purchaser.


 


		5.11	Purchaser Financial Statements



 


		(a)	The
                                            audited consolidated financial statements for the Purchaser as at and for each of the fiscal
                                            years ended on December 31, 2021 and 2020, including the notes to such financial statements
                                            and the report by the Purchaser’s auditors on such financial statements, have been
                                            prepared in accordance with U.S. GAAP, applied on a basis consistent with prior periods
                                            and all applicable Laws, and present fairly, in all material respects, the assets, liabilities
                                            (whether accrued, absolute, contingent or otherwise), financial position and results of operations
                                            of the Purchaser and its subsidiaries as of the respective dates thereof and the consolidated
                                            results of operations and cash flows of the Purchaser and its subsidiaries for the respective
                                            periods covered thereby. There are no outstanding loans made by the Purchaser or any of its
                                            subsidiaries to any director or executive officer of the Purchaser or any of its subsidiaries.
                                            There has been no material change in the Purchaser’s accounting policies since December 31,
                                            2021.



 






     


    - 30 -


    

 


		(b)	Since December 31, 2021, neither the
                                            Purchaser nor any of its respective Representatives 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 the Purchaser
                                            or its internal accounting controls, including any complaint allegation, assertion or Claim
                                            that the Purchaser has engaged in questionable accounting or auditing practices, which has
                                            not been resolved to the satisfaction of the audit committee of the board of directors of
                                            the Purchaser.



 


		5.12	Liabilities



 


Except for: (a) those liabilities that are
reflected or reserved for in the consolidated financial statements of the Purchaser included in the Purchaser Public Documents, including
the most recently completed annual financial period prior to the Effective Date, (b) liabilities incurred since December 31,
2021 in the Ordinary Course, (c) liabilities that are, individually and in the aggregate, immaterial to the Purchaser, (d) liabilities
incurred pursuant to the transactions contemplated by, or permitted by, this Agreement, and (e) liabilities or obligations discharged
or paid in full prior to the Effective Date in the Ordinary Course, the Purchaser, and the Subsidiaries of the Purchaser do not have
any liabilities or obligations of any nature whatsoever (whether accrued, absolute, contingent or otherwise) that are required to be
reflected in the Purchaser’s financial statements in accordance with U.S. GAAP.


 


		5.13	Compliance with Laws



 


The Purchaser is conducting its operations in
compliance with all applicable Laws, except for acts of non-compliance which would not have a Material Adverse Effect with respect to
the Purchaser.


 


		5.14	Litigation



 


There are no Claims, investigations or other
proceedings, including appeals and applications for review, in progress or, to the knowledge of the Purchaser, pending or threatened
against or relating to the Purchaser.


 


		5.15	Sufficient Funds



 


The Purchaser has, or at the Closing will have,
sufficient cash to enable it to fulfil its obligations and consummate the transactions contemplated under this Agreement and the Ancillary
Agreements, including payment to the Vendor of the Closing Payment, but excluding the Deferred Payment. The Purchaser has not incurred
any obligation, commitment, restriction or liability of any kind, and is not contemplating or aware of any obligation, commitment, restriction
or liability of any kind, in either case which would impair or adversely affect the ability of the Purchaser to fulfill its obligations.


 






     


    - 31 -


    

 


		5.16	Solvency



 


Excluding any effect with respect to the Deferred
Payment (which the Parties understand the Purchaser will have to finance between Closing and the Deferred Payment Deadline), the Purchaser
is not insolvent and neither has committed an act of bankruptcy, proposed a compromise or arrangement to its creditors generally, had
any petition for a receiving Order in bankruptcy filed against it, taken any proceeding with respect to a compromise or arrangement,
taken any proceeding to have itself declared bankrupt, taken any proceeding to have a receiver appointed for any part of its assets,
had an encumbrancer take possession of any of its property, or had any execution or distress become enforceable or become levied upon
any of its property.


 


		5.17	Anti-Corruption and Anti-Money
                                            Laundering



 


		(a)	Neither the Purchaser, nor any of its Affiliates,
                                            shareholders, members, managers, directors, officers or employees, nor, to the knowledge
                                            of the Purchaser, any agent or other Person acting on behalf of any of the foregoing, has:



 


		(i)	violated any Anti-Corruption Laws;



 


		(ii)	made, offered or promised to make, or
                                            authorized the payment or giving of money, or anything else of value, to any: (i) executive,
                                            official, employee or Person acting in an official capacity for or on behalf of a Governmental
                                            Entity or a public international organization (e.g., the International Monetary Fund or the
                                            World Bank), or (ii) political party or official thereof, or candidate for political
                                            office, or (iii) other Person, while knowing or believing that all or some portion of
                                            the money or value shall be offered, given or promised to any Person for the purposes of
                                            obtaining or retaining business or securing any improper advantage, or in other circumstances
                                            when such offer, payment or promise would be unlawful, in each case, in violation of applicable
                                            Anti-Corruption Laws; or



 


		(iii)	to the knowledge of the Purchaser, been
                                            subject to any investigation by any Governmental Entity with regard to any actual or alleged
                                            breach of any relevant Anti-Corruption Law.



 


		(b)	The
                                            Purchaser is in compliance with all AML Laws, including the U.S. Currency and Foreign
                                            Transaction Reporting Act ‎of 1970, the U.S. ‎Money Laundering Control Act of 1986,
                                            and economic sanctions and trading Laws related to the prevention of money laundering and
                                            terrorist financing in the jurisdictions in which the Purchaser operates, ‎including
                                            prohibited or restricted ‎international trade and financial transactions and lists ‎maintained
                                            by any Canadian or United States Governmental Entity, agency, ‎authority or Person targeting
                                            certain countries, ‎territories, or Persons, including the United States Export Administration
                                            Act and implementing Export Administration Regulations, the Arms Export Control Act and implementing
                                            International Traffic in Arms Regulations and the various economic sanctions laws administered
                                            by the Office of Foreign Assets Control of the U.S. Treasury Department.



 


		(c)	The Closing Payment does not and shall not
                                            represent proceeds of crime for the purposes of any Anti-Corruption Laws or AML Laws, and
                                            the Purchaser acknowledges that the Vendor may in the future be required by Law to disclose
                                            the name of the Purchaser and other information related to this Agreement, the Ancillary
                                            Agreements and the purchase of the Company Interests, on a confidential basis, pursuant to
                                            Anti-Corruption Laws and AML Laws.



 






     


    - 32 -


    

 


		(d)	None of the funds provided by the Purchaser
                                            as part of the Closing Payment have been or shall be derived, directly or indirectly, from
                                            or related to any activity that is deemed criminal under applicable Laws, nor are any such
                                            funds being tendered on behalf of a Person other than the Purchaser.



 


		5.18	Brokers



 


There
is no investment banker, broker, finder or other Person that has been retained by, or is authorized to act on behalf of the Purchaser
who might be entitled to any fee, commission or other remuneration in connection with the transactions contemplated by this Agreement
or any Ancillary Agreement.


 


Article 6

PRE-CLOSING COVENANTS


 


		6.1	Conduct of Company Business



 


		(a)	Except as otherwise contemplated by this Agreement
                                            or the Disclosure Letter, during the Interim Period, the Vendor will use commercially reasonable
                                            efforts to cause the Company and the Subsidiary to operate in the Ordinary Course complying
                                            with industry best practices and applicable licenses and leases.



 


		(b)	The Vendor agrees that, during the Interim
                                            Period, except as may be required by Law, a Governmental Entity, any existing Contract disclosed
                                            to the Purchaser in the Disclosure Letter, or as contemplated by this Agreement or as consented
                                            to by the Purchaser in writing (which consent shall not be unreasonably withheld, conditioned
                                            or delayed), the Vendor will not permit the Company or the Subsidiary to:



 


		(i)	acquire by merger or consolidation with,
                                            or by purchase of a substantial portion of the assets or equity securities of, or by any
                                            other manner, any business or any Person or any division thereof;



 


		(ii)	adopt any plan of merger, arrangement,
                                            consolidation, reorganization, liquidation or dissolution, or file a petition in bankruptcy
                                            under any Law, or consent to the filing of any bankruptcy petition against it under any Law;



 


		(iii)	settle or compromise any pending or
                                            threatened material legal proceeding;



 


		(iv)	split, combine or reclassify any of its
                                            issued and outstanding securities;



 


		(v)	issue, deliver or sell, or authorize the
                                            issuance, delivery or sale, of any membership interests in the Company or the Subsidiary;



 






     


    - 33 -


    

 


		(vi)	make any material change in its policies
                                            with respect to the payment of accounts payable or accrued expenses, or the collection of
                                            accounts receivable or other receivables, other than as required by Law or IFRS;



 


		(vii)	make any material change in its cash
                                            management practices or in its financial, tax or accounting methods, principles or practices,
                                            except as required by Law or IFRS;



 


		(viii)	sell, license, lease, transfer, assign,
                                            abandon or otherwise dispose of any of its material assets, other than in the Ordinary Course;
                                            or



 


		(ix)	authorize, agree, resolve or otherwise
                                            commit to do any of the foregoing.



 


		6.2	Sufficiency of Funds; Conduct of
                                            Purchaser



 


		(a)	During the Interim Period, the Purchaser shall
                                            maintain the financial capability that will provide it with sufficient sources of immediately
                                            available cash necessary to consummate the transactions contemplated by this Agreement (excluding
                                            for greater certainty the Deferred Payment) upon the terms contemplated by this Agreement
                                            and pay all fees, costs, expenses and other amounts payable by the Purchaser under or in
                                            connection with this Agreement and each Ancillary Agreement.



 


		(b)	The Purchaser agrees that, during the Interim
                                            Period, except as may be required by Law, a Governmental Entity, as contemplated by this
                                            Agreement or as consented to by the Vendor in writing (which consent shall not be unreasonably
                                            withheld, conditioned or delayed), the Purchaser will not directly or indirectly:



 


		(i)	split, combine, reclassify or amend the
                                            terms of the Purchaser Shares;



 


		(ii)	amend its Organizational Documents in
                                            any manner that would have a material adverse impact on the value of the Purchaser Shares;



 


		(iii)	declare, set aside or pay any dividend
                                            or other distribution (whether in cash, securities or property or any combination thereof)
                                            in respect of any Purchaser Shares;



 


		(iv)	adopt any liquidation or dissolution,
                                            or file a petition in bankruptcy under any Law, or consent to the filing of any bankruptcy
                                            petition against it under any Law;



 


		(v)	make any material change in its policies
                                            with respect to the payment of accounts payable or accrued expenses, or the collection of
                                            accounts receivable or other receivables, other than as required by Law or U.S. GAAP;



 


		(vi)	make any material change in its cash
                                            management practices or in its financial, tax or accounting methods, principles or practices,
                                            except as required by Law or U.S. GAAP;



 


		(vii)	sell, license, lease, transfer, option,
                                            assign, abandon or otherwise dispose of any of its material assets, other than in the Ordinary
                                            Course; or



 






     


    - 34 -


    

 


		(viii)	authorize, agree, resolve or otherwise
                                            commit to do any of the foregoing.





 


		6.3	Confidentiality



 


		(a)	Subject to Section 6.3(b), each Party
                                            shall keep confidential and not use, reveal, provide or transfer to any other Person any
                                            Confidential Information received from any other Party or their respective Representatives
                                            without the prior written consent of such other Party, except: (i) to the extent that
                                            disclosure is required by Law, including but not limited to the U.S. Exchange Act and the
                                            rules and regulations thereunder and the requirements of the Exchange; (ii) information
                                            that at the time of disclosure is generally available to the public (other than as a result
                                            of a breach of this Agreement or any other confidentiality agreement to which such Party
                                            is a party or of which it has knowledge), as evidenced by generally available documents or
                                            publications; (iii) information that was in such Party’s possession before the
                                            Effective Date (as evidenced by appropriate written materials) and was not acquired directly
                                            or indirectly from any other Party or their respective Representatives (iv) information
                                            disclosed by the Purchaser regarding the Vendor for the bona fide purpose of securing financing
                                            or entering into a transaction to acquire or be acquired by a third party, provided that
                                            the recipient shall first agree in writing to protect the Confidential Information from further
                                            disclosure to the same extent as the Purchaser is obligated under this Section 6.3 and
                                            the Purchaser shall be responsible and liable for any use or disclosure by any such recipient
                                            that would constitute an impermissible use or disclosure by the Purchaser.



 


		(b)	Notwithstanding Section 6.3(a), Confidential
                                            Information may be disclosed by a Party without written consent of any other Party to a Representative
                                            of such Party that has a bona fide need to be informed of the Confidential Information, provided
                                            that: (i) only such Confidential Information as the recipient has a legitimate business
                                            need to know shall be disclosed, (ii) the recipient shall first agree in writing to
                                            protect the Confidential Information from further disclosure to the same extent as the disclosing
                                            Party is obligated under this Section 6.3; and (iii) the disclosing Party shall
                                            be responsible and liable for any use or disclosure by any such recipient that would constitute
                                            an impermissible use or disclosure by the disclosing Party.



 


		(c)	The Vendor shall continue to be bound by this
                                            Section 6.3 until the date that is two years after the termination of this Agreement.
                                            The Purchaser shall continue to be bound by this Section 6.3 until the earlier of Closing
                                            and termination of this Agreement.



 


		6.4	Actions to Satisfy Closing Conditions



 


The Vendor shall use commercially reasonable
efforts to cause the conditions set out in Sections 7.1 and 7.2 to be satisfied, and the Purchaser shall use commercially reasonable
efforts to cause the conditions set out in Sections 7.1 and 7.3 to be satisfied, prior to the Outside Date.


 


		6.5	Governmental Approvals and Consents



 


Each Party will, as promptly as possible, (a) make,
or cause or be made, all filings and submissions required under any Law applicable to such Party or any of its Affiliates; and (b) use
commercially reasonable efforts to obtain, or cause to be obtained, all Authorizations from all Governmental Entities that are necessary
for its execution and delivery of this Agreement and each Ancillary Agreement to which it is a party, and the performance of its obligations
pursuant to this Agreement and each such Ancillary Agreement. Each Party will cooperate fully with the other Parties and their respective
Affiliates in promptly seeking to obtain all such Authorizations, and no Party will willfully take any action that will have the effect
of delaying, impairing or impeding the receipt of any such Authorization.


 






     


    - 35 -


    

 


		6.6	Vendor Trading in Purchaser Shares



 


Vendor hereby covenants that from the date hereof
until the Deferred Payment Deadline, it will not, and it will not direct, cause or incite any of its Affiliates or any other party to,
purchase or sell any Purchaser Shares or any derivative securities related thereto, including not, directly or indirectly, effecting
or agreeing to effect any short sale (as defined in rule 200 of Regulation SHO under the U.S. Exchange Act with respect to the Purchaser
Shares whether or not against the box, establish any “put equivalent position” (as defined in Rule 16a-1(h) under
the U.S. Exchange Act) with respect to any Purchaser Shares, borrow or pre-borrow any Purchaser Shares, or grant any other right (including,
without limitation, any put or call option) with respect to Purchaser Shares, or, in each case, with respect to any security that includes,
is convertible into or exercisable for or derives any significant part of its value from Purchaser Shares, or otherwise seek to hedge
Vendor’s position in Purchaser Shares.


 


Article 7

CONDITIONS OF CLOSING


 


		7.1	Conditions
                                            to Obligations of All Parties



 


The obligations of each Party to consummate the
transactions contemplated by this Agreement are subject to the fulfillment, at or prior to the Closing, of each of the following conditions:


 


		(a)	No Orders. No Governmental Entity shall
                                            have enacted, issued, promulgated, enforced or entered any Order which is in effect and would
                                            make the transactions contemplated by this Agreement illegal, restrain or prohibit consummation
                                            of such transactions, or cause such transactions to be rescinded following the Closing.



 


		(b)	Required Consents. The applicable Parties
                                            shall have received the Required Consents in form and substance reasonably satisfactory to
                                            the Vendor and the Purchaser , and no such Required Consents shall have been revoked.



 


		(c)	Third Party Claims. No Third Party
                                            Claim shall have been commenced against any of the Parties which would enjoin, restrict or
                                            prohibit, on a temporary or permanent basis, any of the transactions contemplated by this
                                            Agreement.



 


		(d)	Exchange Approval – Evidence
                                            of the conditional or other requisite approval of the Exchange with respect to the listing
                                            on the Exchange of the Payment Shares and satisfaction of all conditions set out therein
                                            to the extent such conditions are required by the Exchange to be satisfied as of Closing.



 






     


    - 36 -


    

 


		7.2	Conditions for the Benefit of the
                                            Purchaser



 


The obligations of the Purchaser to consummate
the transactions contemplated by this Agreement shall be subject to the fulfillment as of the Closing of each of the following conditions,
which are for the exclusive benefit of the Purchaser and may be waived in writing by the Purchaser in its sole discretion:


 


		(a)	Truth of Representations and Warranties.
                                            The representations and warranties of the Vendor contained in Article 3 and Article 4
                                            shall be true and correct as of the Closing, with the same effect as if made at and as of
                                            the Closing, except (i) for such representations and warranties that are made as of
                                            a specific date, which shall be true and correct in all material respects as of such date,
                                            (ii) as such representations and warranties may be affected by the occurrence of events
                                            or transactions expressly contemplated and permitted by this Agreement, and (iii) where
                                            the failure of such representations and warranties to be so true and correct, individually
                                            or in the aggregate, has not had a Material Adverse Effect with respect to the Company, taken
                                            as a whole (disregarding solely for purposes of this clause (iii) any materiality qualification
                                            contained in any such representation or warranty), provided that the Vendor Fundamental Representations
                                            shall be true and correct in all respects as written as of the Closing, and the Purchaser
                                            shall have received a certificate from a senior officer of the Vendor, on behalf of the Vendor
                                            and not in such officer’s personal capacity, confirming the foregoing on behalf of
                                            the Vendor.



 


		(b)	Performance of Covenants. The Vendor
                                            shall have fulfilled, or complied with, in all material respects, all covenants contained
                                            in this Agreement required to be fulfilled or complied with by it at or prior to the Closing,
                                            and the Purchaser shall have received a certificate from a senior officer of the Vendor,
                                            on behalf of the Vendor and not in such officer’s personal capacity, as to the matters
                                            in this Section 7.2(b).



 


		(c)	Deliveries. The Purchaser shall have
                                            received from the Vendor:



 


		(i)	Company Interests – an assignment
                                            and assumption instrument, in form and substance satisfactory to the Purchaser, acting reasonably,
                                            transferring the Company Interests to the Purchaser and executed by the Vendor;



 


		(ii)	Authorizing Resolutions –
                                            a certified copy of the resolutions of the manager of the Vendor approving the execution,
                                            delivery and performance of this Agreement;



 


		(iii)	Certificates of Status –
                                            a certificate of status, compliance, good standing or like certificate with respect to the
                                            Company and the Vendor issued by the appropriate Governmental Entity of their respective
                                            jurisdictions of existence, in each case, dated not more than two Business Days prior to
                                            the Closing Date;



 


		(iv)	Bring Down Certificates –
                                            executed certificates as required by Sections 7.2(a) and 7.2(b); and



 


		(v)	Resignation and Release –
                                            a mutual resignation and release from each officer and manager of the Company, to be effective
                                            as of the Closing.



 






     


    - 37 -


    

 


		(d)	Material Adverse Effect. Since the
                                            Effective Date there shall not have occurred any Material Adverse Effect with respect to
                                            the Company that is continuing.



 


		7.3	Conditions for the Benefit of the
                                            Vendor



 


The obligations of the Vendor to consummate the
transactions contemplated by this Agreement shall be subject to the fulfillment as of the Closing of each of the following conditions,
which are for the exclusive benefit of the Vendor, and may be waived in writing by the Vendor in its sole discretion:


 


		(a)	Truth of Representations and Warranties.
                                            The representations and warranties of the Purchaser contained in Article 5 shall be
                                            true and correct as of the Closing, with the same effect as if made at and as of the Closing,
                                            except: (i) for such representations and warranties that are made as of a specific date,
                                            which shall be true and correct in all material respects as of such date, (ii) as such
                                            representations and warranties may be affected by the occurrence of events or transactions
                                            expressly contemplated and permitted by this Agreement, and (iii) where the failure
                                            of such representations and warranties to be so true and correct, individually or in the
                                            aggregate, has not had a Material Adverse Effect with respect to the Purchaser, taken as
                                            a whole (disregarding solely for purposes of this clause (iii) any materiality qualification
                                            contained in any such representation or warranty), provided that the Purchaser Fundamental
                                            Representations shall be true and correct in all respects as written as of the Closing, and
                                            the Vendor shall have received a certificate executed by a senior officer of the Purchaser,
                                            on behalf of the Purchaser and not in such officer’s personal capacity, confirming
                                            the foregoing on behalf of the Purchaser.



 


		(b)	Performance of Covenants. The Purchaser
                                            shall have fulfilled or complied with, in all material respects, all covenants contained
                                            in this Agreement required to be fulfilled or complied with by it at or prior to the Closing,
                                            and the Vendor shall have received a certificate from a senior officer of the Purchaser,
                                            on behalf of the Purchaser and not in such officer’s personal capacity, as to the matters
                                            in this Section 7.3(b).



 


		(c)	Deliveries.
                                            The Vendor shall have received from the Purchaser :



 


		(i)	Closing Payment – proof of
                                            payment of the Closing Payment;



 


		(ii)	Initial Payment Shares –
                                            a direct registration system (DRS) advice statement representing the Initial Payment Shares;



 


		(iii)	Company Interests – an
                                            assignment and assumption instrument, in form and substance satisfactory to the Purchaser,
                                            acting reasonably, transferring the Company Interests to the Purchaser and executed by the
                                            manager of the Company to be appointed by the Purchaser effective as of the Closing;



 


		(iv)	Deed of Trust – the Deed
                                            of Trust duly executed on behalf of the Company by the manager of the Company to be appointed
                                            by the Purchaser effective as of the Closing;



 






     


    - 38 -


    

 


		(v)	Authorizing Resolutions –
                                            a certified copy of the resolutions of the directors of the Purchaser approving the execution,
                                            delivery and performance of this Agreement;



 


		(vi)	Certificates of Status –
                                            a certificate of status, compliance, good standing or like certificate with respect to the
                                            Purchaser issued by the appropriate Governmental Entity of its jurisdiction of existence,
                                            dated not more than two Business Days prior to the Closing Date;



 


		(vii)	Bring Down Certificates –
                                            executed certificates as required by Sections 7.3(a) and 7.3(b); and



 


		(viii)	Resignation and Release –
                                            a mutual resignation and release from each officer and manager of the Company, to be effective
                                            as of the Closing, executed by the manager of the Company to be appointed by the Purchaser
                                            effective as of the Closing.



 


		(d)	Material Adverse Effect. Since the
                                            Effective Date there shall not have occurred any Material Adverse Effect with respect to
                                            the Purchaser that is continuing.



 


		7.4	Frustration of Condition



 


No Party may rely on the failure of any condition
set out in Section 7.1, 7.2 or 7.3, as the case may be, to be satisfied as a basis for not completing the Closing if such failure
was caused by such Party’s failure to act in good faith or to use commercially reasonable efforts to consummate the transactions
contemplated by this Agreement as required by Section 6.4.


 


Article 8

CLOSING


 


		8.1	Closing Procedures



 


		(a)	The Closing
                                            will take place virtually by mutual electronic exchange of documents executed by DocuSign
                                            or other form of electronic signature mutually satisfactory to the Parties, or at such other
                                            place or by such other means as agreed to in writing by the Parties. All actions to be taken
                                            and all documents to be executed and delivered by the Parties at the Closing will be deemed
                                            to have been taken, executed and delivered simultaneously, and no proceedings will be deemed
                                            taken, nor any documents deemed executed or delivered, until all such proceedings have been
                                            taken, and all such documents executed and delivered.



 


		(b)	At the
                                            Closing, the Purchaser will pay or satisfy the Purchase Price in accordance with Section 2.2
                                            and the Vendor will assign the Company Interests to the Purchaser by delivery of the assignment
                                            and assumption instrument contemplated in Section 7.2(c)(i).



 






     


    - 39 -


    

 


Article 9

POST-CLOSING COVENANTS AND OTHER OBLIGATIONS


 


		9.1	Company’s Books and Records



 


For a period of seven years after the Closing
Date, or for such longer period as may be required by applicable Law, the Purchaser Parties shall retain all original books and records
relating to the Company existing on the Closing Date (“Closing Date Books”). So long as any such Closing Date Books
are retained by the Purchaser Parties pursuant to the terms of this Agreement, the Vendor and its Representatives shall have the right
to inspect and to make copies (at the Vendor’s expense) of such Closing Date Books at any time upon reasonable request during normal
business hours and upon reasonable notice, and without undue interference to the business operations of the Company for any legitimate
business purpose. The Purchaser has the right to have its Representatives present during any such inspection.


 


		9.2	Director and Officer Indemnification



 


For a period of six years after the Closing Date,
the Purchaser shall not, and shall not permit the Company or, subject to this Section 9.2, any successor or assign of the Company
by amalgamation or otherwise, to amend, repeal or modify any provision in the Company’s Organizational Documents relating to the
exculpation or indemnification of any current or former officer, member or manager (unless required by Law), it being the intent of the
Parties that the officers, members and managers of the Company continue to be entitled to such exculpation and indemnification to the
full extent of the Law. If the Company or any successor or assign of the Company: (a) merges, consolidates, reorganizes, arranges
or amalgamates with or into any other Person, or (b) transfers all or substantially all of its properties or assets to any Person,
then, in each such case, the Purchaser shall cause proper provision to be made so that the Company, or each such successor or assign
of the Company, as the case may be, shall expressly assume all of the obligations set forth in this Section 9.2. This Section 9.2
is intended for the benefit of, and is enforceable by, each current and former officer, member and manager of the Company, and their
respective heirs, executors, successors and Representatives, as the case may be, and is in addition to, and not in substitution for,
any other rights to indemnification or contribution that any such Person may have, by Contract or otherwise.


 


		9.3	Retention and Replacement of Reclamation
                                            Bonds



 


		(a)	Notwithstanding
                                            any other provision of this Agreement, all Reclamation Bonds shall be excluded from the transactions
                                            contemplated by this Agreement and shall remain the sole and exclusive property of the Vendor
                                            or its applicable Affiliate. The Purchaser shall, in each case at the expense of the Purchaser,
                                            use its commercially reasonable efforts to, within 90 days after the Closing Date:



 


		(i)	procure substitute surety instruments,
                                            reclamation bonds, letters of credit, guarantees, certificates of deposit, cash deposits
                                            and other surety obligations and evidence of financial capacity, in each case acceptable
                                            to the relevant Governmental Entities, in full replacement of the Reclamation Bonds (the
                                            “Replacement Bonds”);



 






     


    - 40 -


    

 


		(ii)	deliver
                                            to the applicable Governmental Entities all duly executed Replacement Bonds; and



 


		(iii)	cause
                                            such Governmental Entities to release the Vendor and its applicable Affiliates fully and
                                            unconditionally from all obligations (past, present and future) relating to the Reclamation
                                            Bonds and all liabilities related thereto (the “Reclamation Release”).



 


		(b)	If Purchaser does not obtain the Replacement
                                            Bonds and deliver such duly executed Replacement Bonds to the applicable Governmental Entities
                                            within 60 days after the Closing and the Reclamation Release has not occurred within 90 days
                                            after the Closing, then the Purchaser shall, on day 91, pay to the Vendor, by wire transfer
                                            of immediately available funds to such account as is directed by the Vendor, funds in the
                                            amount of the Reclamation Bonds, which the Vendor shall hold until the Reclamation Release
                                            has occurred, and the Vendor shall be entitled to use such funds in the event and to the
                                            extent that the Reclamation Bonds are called upon by a relevant Governmental Entity. The
                                            Purchaser shall be responsible for prompt reimbursement to the Vendor of any amounts called
                                            in respect of a Reclamation Bond from and after the Closing and prior to the Reclamation
                                            Release.



 


		(c)	The provisions
                                            of this Section 9.3 shall survive the Closing and shall not terminate unless and until
                                            the Purchaser has fully and properly completed each and every obligation under this Section 9.3
                                            and the Reclamation Release has occurred.



 


		9.4	Tax Matters



 


		(a)	Tax Characterization and Allocation.



 


		(i)	The Purchaser and the Vendor acknowledge
                                            and agree that, for U.S. federal and state income Tax purposes, the sale of the Company Interests
                                            shall be treated as a sale of the Company Assets by the Vendor and as a purchase of Company
                                            Assets by the Purchaser.



 


		(ii)	The Vendor shall provide the Purchaser
                                            with its proposed allocation (the “Allocation”) of the Purchase Price
                                            plus the assumed liabilities and other relevant items among the Company Assets (including
                                            assets of the Subsidiary) within 120 days following the Closing Date, and the Purchaser
                                            shall respond within 30 days of receipt, providing either: (A) its acceptance of
                                            such allocation or (B) any objections, in which case the Purchaser shall also provide
                                            its determination of the allocation of the Purchase Price. The Purchaser’s failure
                                            to respond within that 30 day period shall be deemed acceptance of the proposed Allocation
                                            prepared by the Vendor. The Purchaser and the Vendor agree to act in good faith to resolve
                                            any differences between them with respect to the Allocation. In the event that agreement
                                            cannot be reached, the Purchaser and the Vendor shall jointly choose an independent certified
                                            public accounting firm, whose decision shall be final. The costs of such firm shall be shared
                                            equally between the Vendor and the Purchaser. The Allocation shall be revised from time to
                                            time, in a manner consistent with the residual method under Section 1060 of the Internal
                                            Revenue Code of 1986, as amended (the “Code”), to take into account
                                            any increase or decrease to the Purchase Price on account of any post-Closing adjustment
                                            thereto. The Vendor and the Purchaser agree that such Allocation shall be used by each of
                                            them in the preparation and filing of all Tax Returns, and each Party agrees that it shall
                                            take no position, and cause its Affiliates to take no position, inconsistent with the Allocation
                                            on any Tax Return or in any proceeding before any Governmental Entity. The Purchaser and
                                            the Vendor shall cooperate in preparing, signing and filing all income and other Tax Returns
                                            relating to the purchase and sale of the Company Interests.



 






     


    - 41 -


    

 


		(b)	Tax Returns. The Vendor shall prepare
                                            or cause to be prepared, and file or cause to be filed, Tax Returns of the Company and the
                                            Subsidiary for all periods ending on or prior to the Closing Date that are due after the
                                            Closing Date in a manner consistent with past practice and methods. Except as required by
                                            applicable Law, the Company and the Subsidiary shall not, without prior written consent of
                                            the Vendor, which consent shall not be unreasonably withheld, conditioned or delayed: (i) refile,
                                            amend or otherwise modify any Tax Return with respect to any periods ending on or prior to
                                            or including the Closing Date, or (ii) raise any issue with, or request an audit by,
                                            any Tax Authority that relates to any taxable period (or portion thereof) ending on or before
                                            the Closing Date.



 


		(c)	Tax Notices and Cooperation.



 


		(i)	If, after the Closing Date, the Purchaser,
                                            the Company or the Subsidiary receives any notice, letter, correspondence, Claim or decree
                                            relating to Taxes from any Tax Authority relating to any Taxes or Tax Returns for which the
                                            Vendor may be responsible (including pursuant to the terms of this Agreement) (a “Tax
                                            Notice”), the Purchaser shall, and shall cause the Company to, promptly deliver
                                            such Tax Notice to the Vendor.



 


		(ii)	For any Tax Notice relating solely to
                                            periods ending on or before the Closing Date, the Vendor, at its own expense, shall have
                                            the right to handle, defend, conduct and control any Tax audit or other proceeding involving
                                            the Company or the Subsidiary that relates to such Tax Notice. The Vendor shall also have
                                            the right to compromise or settle any such Tax audit or other proceeding that it has the
                                            authority to control pursuant to the preceding sentence.



 


		(iii)	The Vendor and the Purchaser shall (and
                                            the Purchaser shall cause the Company to) cooperate fully, as and to the extent reasonably
                                            requested by the other Party (and at the requesting Party’s expense), in connection
                                            with the filing of Tax Returns of the Vendor, the Company or the Subsidiary for pre-Closing
                                            Tax periods and any audit, litigation or other proceeding with respect to Taxes of the Company
                                            or the Subsidiary for such periods. Such cooperation shall include requesting valid extensions
                                            of Company Tax Return dates, the retention of Company Tax related records and information
                                            for at least six years after the Closing Date, and (upon the other Party’s request
                                            and at its expense) the provision of records and information which are reasonably relevant
                                            to any such audit, litigation or other proceeding, and making personnel available on a mutually
                                            convenient basis to provide additional information and explanation of any material provided
                                            hereunder.



 






     


    - 42 -


    

 



 





		(d)	Transfer Taxes. The Vendor, on the one hand, and the Purchaser, on the other hand, shall be equally
responsible for, and pay in a timely manner, all local, foreign or other excise, sales, use, value added, transfer (including real property
transfer or gains), stamp, documentary, filing, recordation and other similar Taxes and fees incurred in connection with, or as a result
of the execution of, this Agreement or any Ancillary Agreement, together with any inflation adjustment, interest, additions or penalties
with respect thereto and any inflation adjustment or interest with respect to such additions or penalties (“Transfer Taxes”).
The Purchaser shall, at its own expense, prepare and file, or cause to be prepared and filed, all Tax Returns or other documentation with
respect to such Transfer Taxes, and the Vendor shall use commercially reasonable efforts to cooperate in preparation and filing such documents
upon the Purchaser’s reasonable request.



 


		(e)	FIRPTA. The Vendor shall have delivered to the Purchaser a certificate prepared in accordance with
Treasury regulations Section 1.1445-2(b)(2) certifying that the Vendor is not a foreign Person, or a completed IRS Form W-9,
in either case dated within 30 days prior to the Closing Date.



 


		9.5	Actions Prior to Payment of Deferred Payment



 


The Purchaser agrees that until the Deferred Payment
is paid, except as may be required by Law or an applicable Governmental Entity, it will not, and where applicable will cause the Company
and the Subsidiary not to, directly or indirectly, without the prior written consent of the Vendor (which consent shall not be unreasonably
withheld, conditioned or delayed):


 


		(a)	adopt any plan of liquidation or dissolution, or file a petition in bankruptcy under any Law, or consent
to the filing of any bankruptcy petition against it under any Law;



 


		(b)	sell, license, lease, transfer, option, assign, abandon or otherwise dispose of any of the Reward Mine
Properties or any of its other material assets, or any of the membership interests, shares or other securities of the Purchaser, the Company
or the Subsidiary;



 


		(c)	mortgage, pledge, charge or otherwise encumber the Reward Mine Properties to secure any indebtedness which
ranks superior to, or parri passu with, the security interest granted to the Vendor as provided in this Agreement;



 


		(d)	(i) file, or consent by answer or otherwise to, the filing against it of a petition for relief, reorganization
or arrangement or any other petition in bankruptcy for liquidation, or otherwise takes advantage of any bankruptcy or insolvency law of
any jurisdiction, (ii) make an assignment, an arrangement or a compromise for the benefit of its creditors, (iii) consent to
the appointment of a custodian, receiver, trustee or other officer with similar powers of itself or of any substantial part of its property,
(iv) cease to carry on business, or (v) take any corporate action for the purpose of any of the foregoing; or



 



     


    - 43 -


    




 


		(e)	authorize, agree, resolve or otherwise commit to do any of the foregoing.



 


The Parties agree that if the Purchaser fails
to pay the Deferred Payment by the Deferred Payment Deadline, such failure will constitute an event of default and breach of the obligation
of the Purchaser to pay the Deferred Payment, and the Vendor will be entitled to seek all available remedies at Law and in equity, including
taking any proceedings with respect to the Reward Mine Properties.


 


		9.6	Transaction Resolution



 


If at any time prior to payment of the Deferred
Payment the Exchange requires that any approvals of the Purchaser Shareholders be obtained, including approval of the Transaction Resolution,
the Purchaser shall use commercially reasonable efforts to cause a majority of the beneficial shareholders of the Purchaser to execute
written consents approving the Transaction Resolution and promptly thereafter will file an information statement under Schedule 14C with
the United States Securities and Exchange Commission regarding such written consent of the Purchaser Shareholders. If it is unable to
obtain written consent to the Transaction Resolution from a majority of the shareholders of the Purchaser within 10 Business Days of being
advised by the Exchange that approval of the Transaction Resolution is required, the Purchaser shall:


 


		(a)	within five Business Days thereafter, call the Meeting to approve the Transaction Resolution;



 


		(b)	cause Richard Warke, and use commercially reasonable efforts to cause such other insiders as determined
by the Vendor, to enter into lock-up agreements, in form satisfactory to the Vendor, pursuant to which each such Person agrees to vote
in favour of the Transaction Resolution at the Meeting;



 


		(c)	recommend to its shareholders that they vote in favour of the Transaction Resolution;



 


		(d)	prepare and complete, in consultation with the Vendor, a proxy statement
on Schedule 14A (the “Circular”) with respect to the Meeting, together with any other documents required by Applicable
Securities Laws in connection with the Meeting;



 


		(e)	ensure that the Circular complies in all material respects with applicable
Laws, and does not contain any untrue statement of a material fact or an omission to state a material fact that is required to be stated
or that is necessary to prevent a statement that is made from being false or misleading in the circumstances in which it is made, other
than, in each case, with respect to: (i) any information furnished by and relating to the Vendor or its Representatives for
inclusion in the Circular, and (ii) information derived from the materials described in clause (i), if approved in writing by the
Vendor;



 


		(f)	prior to the printing of the Circular, give the Vendor and its legal
counsel at least five Business Days to review and comment on drafts of the Circular and other documents related to the Meeting, and give
reasonable consideration to any comments made by the Vendor and its legal counsel, provided that all information with respect to the Vendor
and its Affiliates and Representatives, the description of the transactions contemplated by this Agreement, and the summary of the background,
terms, conditions and effects of such transactions must be in form and content satisfactory to the Vendor, acting reasonably, as evidenced
by the written consent of the Vendor;



 



     


    - 44 -


    

 


		(g)	promptly notify the Vendor if it becomes aware that the Circular contains a misrepresentation or otherwise
requires an amendment or supplement;



 


		(h)	file the Circular in all jurisdictions where the same is required to be filed under applicable Laws, and
deliver the Circular to each Person required under applicable Laws, in each case so as to permit the Meeting to be held in compliance
with applicable Laws;



 


		(i)	solicit proxies in favour of the approval of the Transaction Resolution and against any resolution submitted
by any Person that is inconsistent with the Transaction Resolution or the completion of any of the transactions contemplated by this Agreement
or any Ancillary Agreement;



 


		(j)	if requested by the Vendor, retain a proxy solicitation firm (at the expense of the Vendor) to solicit
proxies in favour of the approval of the Transaction Resolution and against any resolution submitted by any Person that is inconsistent
with the Transaction Resolution and the completion of any of the transactions contemplated by this Agreement or any Ancillary Agreement;



 


		(k)	provide the Vendor with copies of or access to all information as
may be reasonably requested from time to time by the Vendor regarding the Transaction Resolution in the possession or control of the Purchaser
or available to the Purchaser upon request of the Purchaser; and



 


		(l)	promptly advise the Vendor of any communication (written or oral)
from or Claim brought by (or threatened to be brought by) any Person in opposition to the Transaction Resolution.



 


Article 10

SURVIVAL AND INDEMNIFICATION


 


		10.1	Survival



 


The representations and warranties contained in
this Agreement shall survive the Closing and continue in full force and effect for a period of eighteen months after the Closing Date,
except that:


 


		(a)	the Purchaser Fundamental Representations and the Vendor Fundamental Representations shall survive and
continue in full force and effect for six years following the Closing Date, except for Section 4.4 (Title to Company Interests)
which shall survive indefinitely;



 



     


    - 45 -


    

 


		(b)	the representations and warranties set out in Section 3.20 (Taxes) will survive and continue
in full force and effect until 30 days after the expiration of the period during which any Tax assessment (including any assessment, reassessment
or other form of recognized document assessing liability for Taxes under applicable Law) may be issued by a Governmental Entity in respect
of any taxation year to which such representations and warranties extend, with such period to be determined without regard to any consent,
waiver, Contract or other document, made or filed after the Closing Date that extends the period during which a Governmental Entity may
issue a Tax assessment; and



 


		(c)	there is no limitation as to time for Claims against a Party based on fraud or fraudulent misrepresentation
by that Party in this Agreement.



 


Except as provided
in this Section 10.1, none of the covenants, obligations, conditions or other agreements contained in this Agreement shall survive
the Closing, other than the covenants and obligations set out in this Article 10 (Survival and Indemnification), Section 2.2
(Purchase Price), with respect to the Deferred Payment, Sections 2.3 (Security), 6.6 (Vendor Trading in Purchaser Shares),
9.1 (Company’s Books and Records), 9.2 (Director and Officer Indemnification), 9.3 (Retention and Replacement of
Reclamation Bonds), 9.4 (Tax Matters), 9.5 (Actions Prior to Payment of Deferred Payment), 9.6 (Transaction Resolution),
and any other covenants, agreements or obligations in this Agreement and any Ancillary Agreement that by their terms contemplate performance
after the Closing, each of which shall survive the Closing for the period contemplated by its respective terms.


 


		10.2	Indemnification in Favour of the Purchaser



 


Subject to Section 10.4, the Vendor will
indemnify, defend and save the Purchaser and its Representatives harmless of and from any Damages suffered by, imposed upon or asserted
against the Purchaser or any of its Representatives, as the case may be, as a result of, in respect of, arising out of, or by reason of:


 


		(a)	any breach or inaccuracy of any representation or warranty given by the Vendor in Article 3 or Article 4
for which a notice of Claim under Section 10.4(d) has been provided to the Vendor within the applicable time period specified
in Section 10.1;



 


		(b)	any failure of the Vendor to perform or fulfil any of its covenants or obligations under this Agreement;



 


		(c)	until the date that is 24 months after the Closing Date, the matters described in the Title Reports regarding
the third-party lode claims in the interior of the Reward Mining Properties in Section 2, T13S, R47E in the vicinity of senior Bull
Moose 4 and Good Hope claims (the “Title Report Lode Claims”); and



 


		(d)	any unpaid Pre-Closing Taxes.



 



     


    - 46 -


    

 


		10.3	Indemnification in Favour of the Vendor



 


Subject to Section 10.4, the Purchaser will
indemnify, defend and save the Vendor and its Representatives harmless of and from any Damages suffered by, imposed upon or asserted against
the Vendor or any of its Representatives, as the case may be, as a result of, in respect of, arising out of, or by reason of:


 


		(a)	any breach or inaccuracy of any representation or warranty given by the Purchaser in Article 5 for
which a notice of Claim under Section 10.4(d) has been provided to the Purchaser within the applicable time period specified
in Section 10.1; and



 


		(b)	any failure of the Purchaser to perform or fulfil any of its covenants or obligations under this Agreement.



 


		10.4	Limitations



 


		(a)	A Party making a Claim for indemnification under this Article 10 is referred to as an “Indemnified
Party”, and a Party against whom such Claim is asserted under this Article 10 is referred to as an “Indemnifying
Party”.



 


		(b)	An Indemnifying Party shall have no obligation or liability for indemnification under Section 10.2
or Section 10.3, as the case may be, after the end of the applicable survival period specified in Section 10.1 except for Claims
that the Indemnifying Party has been notified of in accordance with Section 10.5 by the Indemnified Party prior to the end of the
applicable survival period.



 


		(c)	No Party shall have any liability for, or obligation with respect to, any special, incidental, indirect,
consequential, exemplary, punitive or aggravated damages or lost profits, unless pursuant to a Third Party Claim.



 


		(d)	No Party shall have any obligation to make any payment for Damages for indemnification or otherwise with
respect to any matter described in Section 10.2 or Section 10.3, as the case may be, until the total amount of all Damages suffered
with respect to all such matters exceeds $100,000, and then only for the amount by which such Damages exceed $100,000, up to a maximum
of $4,500,000, except with respect to:



 


		(A)	any breach of any Vendor Fundamental Representations or Purchaser Fundamental Representations, as applicable,
for which, in each case, the liability of the applicable Indemnifying Party shall not exceed the value of the Aggregate Payments actually
made by the Purchaser to the Vendor pursuant to this Agreement;



 


		(B)	any breach of any of the representations and warranties set out in Section 3.20 (Taxes), for
which, in each case, the liability of the applicable Indemnifying Party shall not exceed the value of the Aggregate Payments actually
made by the Purchaser to the Vendor pursuant to this Agreement; and



 


		(C)	any Damages arising from a Title Report Lode Claim, for which the liability of the Vendor shall not exceed
$6,500,000,



 


provided that, in no case shall the
total liability of any Indemnifying Party for all Claim(s) for indemnification under this Article 10 exceed the value of the
Aggregate Payments actually made by the Purchaser to the Vendor pursuant to this Agreement.


 



     


    - 47 -


    

 


		10.5	Notification



 


		(a)	If a Third Party Claim is instituted or asserted against an Indemnified Party, the Indemnified Party will
promptly notify the Indemnifying Party in writing of the Third Party Claim. The notice must specify in reasonable detail the identity
of the Person making the Third Party Claim and, to the extent known, the nature of the Damages and the estimated amount needed to investigate,
defend, remedy or address the Third Party Claim.



 


		(b)	If an Indemnified Party becomes aware of a Direct Claim, the Indemnified Party will promptly notify the
Indemnifying Party in writing of the Direct Claim.



 


		(c)	Notice to an Indemnifying Party under this Section 10.5 of a Direct Claim or a Third Party Claim
is assertion of a Claim for indemnification against the Indemnifying Party under this Agreement. Upon receipt of such notice, the provisions
of Section 10.6 will apply to any Direct Claim and the provisions of Section 10.7 will apply to any Third Party Claim.



 


		10.6	Direct Claims



 


		(a)	Following receipt of notice of a Direct Claim, the Indemnifying Party shall have 60 days to investigate
the Direct Claim and respond in writing. For purposes of the investigation, the Indemnified Party shall make available to the Indemnifying
Party the information relied upon by the Indemnified Party to substantiate the Direct Claim, together with such other information as the
Indemnifying Party may reasonably request.



 


		(b)	If the Indemnifying Party disputes the validity or amount of the Direct Claim, the Indemnifying Party
shall provide written notice of the dispute to the Indemnified Party within the 60 day period specified in Section 10.6(a). The dispute
notice must describe in reasonable detail the nature of the Indemnifying Party’s dispute and include any accompanying document relied
upon by the Indemnifying Party in its dispute. During the 30 day period immediately following receipt of a dispute notice by the Indemnified
Party, the Indemnifying Party and the Indemnified Party shall attempt in good faith to resolve the dispute. If the Indemnifying Party
and the Indemnified Party fail to resolve the dispute within that 30 day time period, the Indemnified Party is free to pursue all rights
and remedies available to it, subject to the terms of this Agreement.



 


		(c)	If the Indemnifying Party fails to respond in writing to the Direct Claim within the 60 day period specified
in Section 10.6(a), the Indemnifying Party is deemed to have rejected the Direct Claim, in which event the Indemnified Party is free
to pursue all rights and remedies available to it, subject to the terms of this Agreement.



 


		10.7	Third Party Claims



 


		(a)	Following receipt of notice of a Third Party Claim, the Indemnifying Party may participate in the investigation
and defence of the Third Party Claim, and may also elect to assume the investigation and defence of the Third Party Claim.



 



     


    - 48 -


    

 


		(b)	In order to assume the investigation and defence of a Third Party Claim, the Indemnifying Party must give
the Indemnified Party written notice of its election within 30 days of the Indemnifying Party’s receipt of notice of the Third Party
Claim.



 


		(c)	If the Indemnifying Party assumes the investigation and defence of a Third Party Claim:



 


		(i)	the Indemnifying Party will pay for all costs and expenses of the investigation and defence of the Third
Party Claim, except that the Indemnifying Party will not, so long as it diligently conducts such defence, be liable to the Indemnified
Party for any fees of other counsel or any other expenses with respect to the defence of the Third Party Claim incurred by the Indemnified
Party after the date the Indemnifying Party validly exercised its right to assume the investigation and defence of the Third Party Claim;
and



 


		(ii)	the Indemnifying Party will reimburse the Indemnified Party for all reasonable costs and expenses incurred
by the Indemnified Party in connection with the investigation and defence of the Third Party Claim prior to the date the Indemnifying
Party validly exercised its right to assume the investigation and defence of the Third Party Claim.



 


		(d)	If the Indemnified Party undertakes the defence of the Third Party Claim, the Indemnifying Party will
not be bound by any determination of the Third Party Claim or any compromise or settlement of the Third Party Claim effected without the
consent of the Indemnifying Party, which consent may not be unreasonably withheld or delayed.



 


		(e)	The Indemnifying Party will not be permitted to compromise and settle, or to cause a compromise and settlement
of, a Third Party Claim without the prior written consent of the Indemnified Party, which consent may not be unreasonably withheld or
delayed, unless:



 


		(i)	the terms of the compromise and settlement require only the payment of money for which the Indemnified
Party is entitled to full indemnification under this Agreement; and



 


		(ii)	the Indemnified Party is not required to admit any wrongdoing, take or refrain from taking any action,
acknowledge any rights of the Person making the Third Party Claim, or waive any rights that the Indemnified Party may have against the
Person making the Third Party Claim.



 


		(f)	The Indemnified Party and the Indemnifying Party shall each keep the other fully informed of the status
of any Third Party Claim and any related proceedings. If the Indemnifying Party assumes the investigation and defence of a Third Party
Claim, the Indemnified Party will, at the request and expense of the Indemnifying Party, use its commercially reasonable efforts to make
available to the Indemnifying Party, on a timely basis, those Representatives of the Indemnified Party whose assistance, testimony or
presence is necessary to assist the Indemnifying Party in investigating and defending the Third Party Claim. The Indemnified Party shall,
at the request and expense of the Indemnifying Party, make available to the Indemnifying Party or its Representatives, on a timely basis,
all documents, records and other materials in the possession, control or power of the Indemnified Party, reasonably required by the Indemnifying
Party for its use solely in defending any Third Party Claim which it has elected to assume the investigation and defence of. The Indemnified
Party shall cooperate on a timely basis with the Indemnifying Party in the defence of any Third Party Claim.



 



     


    - 49 -


    

 


		10.8	One Recovery



 


No Indemnified Party shall be entitled to double
recovery for any Claims even though they may have resulted from the breach of more than one of the representations, warranties, covenants
and obligations of the Indemnifying Party in this Agreement.


 


		10.9	Duty to Mitigate



 


Nothing in this Agreement in any way restricts
or limits the general obligation at Law of an Indemnified Party to mitigate any loss which it may suffer or incur by reason of the breach
by an Indemnifying Party of any representation, warranty, covenant or obligation of the Indemnifying Party under this Agreement. If any
Claim can be reduced by any recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any Claim, recovery
or tax benefit realized or reasonably expected to be realized, or any settlement or payment by or against any other Person, the Indemnified
Party shall take all appropriate steps to enforce such recovery, settlement or payment, and the amount of any Damages of the Indemnified
Party will be reduced by the amount of insurance proceeds, and the amount of any such recovery, tax benefit, settlement, payment or otherwise
actually recoverable by the Indemnified Party.


 


		10.10	Adjustment to Purchase Price



 


Any payment made by the Vendor as an Indemnifying
Party pursuant to this Article 10 will constitute a dollar-for-dollar decrease of the Purchase Price, and any payment made by the
Purchaser as an Indemnifying Party pursuant to this Article 10 will constitute a dollar-for-dollar increase of the Purchase Price.


 


		10.11	Exclusive Remedy; Specific Performance



 


		(a)	Except as provided in this Section 10.11 or in the case of fraud or
fraudulent misrepresentation, the indemnities provided in Sections 10.2 and 10.3 shall constitute the sole and exclusive remedy
of the Purchaser, on the one hand, and the Vendor, on the other hand, against the other with respect to the matters set out in Sections
10.2 and 10.3, and the Parties agree that no other rights, remedies or causes of action (whether at Law or in equity, or whether in Contract
or in tort, or otherwise) are permitted to any Party. Nothing in this Section 10.11(a) shall limit any Party’s right to
seek and obtain equitable relief to which such Party is entitled under Section 10.11(b), or to seek any remedy of a court of competent
jurisdiction in the case of fraud or fraudulent misrepresentation involving any Party.



 



     


    - 50 -


    

 


		(b)	The Parties agree that irreparable harm would occur, for which Damages would not be an adequate remedy
at Law, in the event that any of the covenants or agreements of the Parties in this Agreement or in any Ancillary Agreement, including
all covenants set out in Article 9, are not performed in accordance with their specific terms or are otherwise breached. Accordingly,
the Parties agree that, in the event of any breach or threatened breach of any covenant or agreement in this Agreement or any Ancillary
Agreement by a Party, the other Party shall be entitled, without the requirement of posting a bond or other security, to equitable relief,
including injunctive relief, specific performance or other equitable relief. Each Party agrees not to raise any objection to the granting
of injunctive or other equitable relief: (i) on the basis that there exists an adequate remedy at Law; or (ii) to prevent or
restrain breaches or threatened breaches of this Agreement and/or any Ancillary Agreement by any other Party, and to specifically enforce
the terms and provisions of this Agreement and each Ancillary Agreement to prevent breaches or threatened breaches of, or to enforce compliance
with, this Agreement and each Ancillary Agreement. Such remedies shall not be the exclusive remedies for any breach or threatened breach
of any covenant or agreement of this Agreement or any Ancillary Agreement, but shall be in addition to all other remedies that may be
available at Law or equity to each of the Parties and, in the event that injunctive relief, specific performance or other applicable equitable
remedy is not available from a court of competent jurisdiction, Damages may be sought by any Party in accordance with the terms of this
Agreement or any Ancillary Agreement. Notwithstanding anything to the contrary in this Agreement, in no event shall this Section 10.11(b) be
used alone, or together with any other provision of this Agreement, to require any Party to remedy any breach of any representation or
warranty by such Party.



 


Article 11

TERMINATION


 


		11.1	Termination



 


This Agreement may be terminated at any time prior
to the Closing:


 


		(a)	by the mutual written consent of the Parties;



 


		(b)	by the Purchaser, by written notice to the Vendor, if:



 


		(i)	the Purchaser is not then in material breach of this Agreement, and there has been a breach of, inaccuracy
in, or failure to perform, any representation, warranty, covenant or agreement made by the Vendor pursuant to this Agreement that would
give rise to the failure of any of the conditions specified in Sections 7.1 or 7.2 and such breach, inaccuracy or failure has not been
cured by the Vendor within ten days of the Vendor’s receipt of written notice of such breach from the Purchaser; or



 


		(ii)	any of the conditions set forth in Sections 7.1 or 7.2 are not, or if it becomes apparent that any of
such conditions will not be, fulfilled by the Outside Date, unless such failure is due to the failure of the Purchaser to perform or comply
with any of the covenants or agreements in this Agreement to be performed or complied with by the Purchaser prior to the Closing;



 



     


    - 51 -


    

 


		(c)	by the Vendor, by written notice to the Purchaser, if:



 


		(i)	the Vendor is not then in material breach of this Agreement, and there has been a breach of, inaccuracy
in, or failure to perform, any representation, warranty, covenant or agreement made by the Purchaser pursuant to this Agreement that would
give rise to the failure of any of the conditions specified in Sections 7.1 or 7.3, and such breach, inaccuracy or failure has not been
cured by the Purchaser within ten days of the Purchaser’s receipt of written notice of such breach from the Vendor; or



 


		(ii)	any of the conditions set forth in Sections 7.1 or 7.3 are not, or if it becomes apparent that any of
such conditions will not be, fulfilled by the Outside Date, unless such failure is due to the failure of the Vendor to perform or comply
with any of the covenants or agreements in this Agreement to be performed or complied with by the Vendor prior to the Closing; or



 


		(d)	by the Purchaser or the Vendor in the event that (i) there shall be any Law that makes the consummation
of the transactions contemplated by this Agreement illegal or otherwise prohibited or (ii) any Governmental Entity shall have issued
an Order restraining or enjoining the transactions contemplated by this Agreement, and such Order shall have become final and non-appealable.



 


		11.2	Effect of Termination



 


If this Agreement is terminated in accordance
with Section 11.1, this Agreement will become void and there will be no liability on the part of any Party except that:


 


		(a)	this Article 11 and Sections 6.2 (Confidentiality), 12.3 (Announcements), 12.4 (Expenses)
and 12.12 (Governing Law) shall survive such termination; and



 


		(b)	nothing in this Article 11 will relieve any Party from liability for willful breaches of this Agreement.



 



     


    - 52 -


    

 


Article 12

MISCELLANEOUS


 


		12.1	Notices



 


		(a)	Any notice or other communication required or permitted to be given under this Agreement shall be in writing
and shall be delivered in person, transmitted by email, or sent by registered mail, charges prepaid, addressed as follows:



 


		(i)	if to the Vendor:



 


c/o Waterton Global Resource Management, Inc.

Commerce Court West

199 Bay Street, Suite 5050

Toronto, ON M5L 1E2


 


Attention:         Cheryl
Brandon

Email:                 


 


		(ii)	if to the Purchaser:



 


c/o Augusta Gold Corp.

Suite 555 – 999 Canada Place

Vancouver, BC V6C 3E1


 


Attention:         Richard
Warke

Email:                 


 


		(b)	Any such notice or other communication shall be deemed to have been given and received on the day on which
it was delivered or transmitted (or, if such day is not a Business Day, or if delivery or transmission is made on a Business Day after
5:00 p.m. at the place of receipt, then on the next following Business Day), or, if mailed, on the third Business Day following the
date of mailing; provided that, if at the time of mailing or within three Business Days thereafter, there is or occurs a labour dispute
or other event which might reasonably be expected to disrupt the delivery of documents by mail, any notice or other communication under
this Agreement shall be delivered or transmitted by email as set out above.



 


		(c)	Any Party may at any time change its address for service by giving notice to the other Parties in accordance
with this Section 12.1.



 


		12.2	Time of the Essence



 


Time is of the essence in this Agreement.


 


		12.3	Announcements



 


No press release, public statement, announcement
or other public disclosure with respect to this Agreement or the transactions contemplated by this Agreement may be made except with the
prior written consent and joint approval of the Parties, unless required by Law or a Governmental Entity. Where the public disclosure
is required by Law or a Governmental Entity, the Party or Parties required to make the public disclosure shall use commercially reasonable
efforts to obtain the approval of the other Parties as to the form, nature and extent of such disclosure prior to making any such disclosure.


 



     


    - 53 -


    

 


		12.4	Expenses



 


Except as otherwise expressly provided in this
Agreement, each Party shall pay for its own costs and expenses incurred in connection with this Agreement and the transactions contemplated
by this Agreement. The fees and expenses referred to in this Section 12.4 are those which are incurred in connection with the negotiation,
preparation, execution and performance of this Agreement and each Ancillary Agreement, and the transactions contemplated by this Agreement
and each Ancillary Agreement, including the fees and expenses of legal counsel, financial advisors and accountants.


 


		12.5	Further Assurances



 


Each Party shall, at all times after the Closing
Date and upon any reasonable request of any other Party, promptly do, execute, deliver or cause to be done, executed and delivered, at
the expense of the requesting Party, all further acts, documents and things as may be required or necessary for the purposes of giving
effect to this Agreement, including such other instruments of sale, transfer, conveyance, assignment, confirmation, certificates and other
instruments as may be reasonably requested in order to more effectively assign, transfer and convey the Company Interests and to effectuate
the transactions contemplated in this Agreement.


 


		12.6	Amendments



 


No amendment of this Agreement shall be binding
on any Party unless consented to in writing by such Party.


 


		12.7	Waiver



 


No waiver of any of the provisions of this Agreement
shall constitute a waiver of any other provision (whether or not similar). No waiver shall be binding unless executed in writing by the
Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement shall not operate as a
waiver of that right. A single or partial exercise of any right shall not preclude a Party from any other or further exercise of that
right or the exercise of any other right.


 


		12.8	Entire Agreement



 


This Agreement and the Ancillary Agreements constitute
the entire agreement among the Parties with respect to the transactions contemplated by this Agreement, and supersede all prior Contracts,
understandings, negotiations and discussions, whether oral or written, of the Parties with respect to such transactions, including the
letter agreement dated March 11, 2022 between the Purchaser and the Vendor. There are no representations, warranties, covenants,
conditions or other agreements, express or implied, collateral, statutory or otherwise, among the Parties in connection with the subject
matter of this Agreement, except as specifically set forth in this Agreement and the Ancillary Agreements. The Parties have not relied
and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated
by this Agreement.


 



     


    - 54 -


    

 


		12.9	Successors and Assigns



 


		(a)	This Agreement becomes effective only when executed by the Purchaser and the Vendor. After that time,
it is binding on and enures to the benefit of the Purchaser and the Vendor, and their respective successors and permitted assigns.



 


		(b)	Neither this Agreement nor any Ancillary Agreement, nor any of the rights or obligations under this Agreement
nor any Ancillary Agreement, may be assigned or transferred, in whole or in part, by any Party without the prior written consent of the
other Parties.



 


		12.10	Severability



 


If any provision of this Agreement is determined
to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision shall be severed from
this Agreement, and the remaining provisions shall remain in full force and effect.


 


		12.11	Third Party Beneficiaries



 


Except such Persons as provided in Article 10
and Section 9.1, who are expressly deemed to be third party beneficiaries under this Agreement to the extent provided in such provisions,
this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and nothing in this Agreement,
express or implied, is intended to, or shall, confer upon any other Person any legal or equitable right, benefit or remedy of any nature
under or by reason of this Agreement.


 


		12.12	Governing Law



 


This Agreement (but not, for the avoidance of
doubt, the Deed of Trust and the UCC Statement) is governed by and shall be interpreted and construed in accordance with the Laws of the
Province of Ontario and the federal Laws of Canada applicable therein. Each Party irrevocably attorns and submits to the non-exclusive
jurisdiction of the Ontario courts situated in the City of Toronto over any action or proceeding arising out of relating to this Agreement
(other than the Deed of Trust and the UCC Statement), and waives objection to the venue of any proceeding in such court or that such court
provides an inconvenient forum.


 


		12.13	Counterparts



 


This Agreement may be executed in any number of
counterparts, each of which is deemed to be an original, and such counterparts together constitute one and the same instrument. Execution
and delivery of this Agreement by DocuSign or other form of electronic transmission shall be as effective as a manually executed original
counterpart of this Agreement.


 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY
LEFT BLANK]


 



     


    - 55 -


    

 


IN WITNESS WHEREOF
this Agreement has been executed by the Parties as of the Effective Date.


 






	 	 	
    

    AUGUSTA
    GOLD CORP.

     

	by	/s/ Purni Parikh
	 	Name: Purni Parikh
	 	Title: SVP,
    Corporate Affairs and Corporate Secretary
	 	 	 	 
	 	 	 	 
	 	 	WATERTON NEVADA SPLITTER, LLC
	 	 	 
	 	 	 
	 	 	by	/s/ Isser Elishis
	 	 	 	Name: Isser Elishis
	 	 	 	Title: Authorized Signatory


 


Signature Page – Membership Interest
Purchase Agreement


 



     


     


    

 


Exhibit A


 


Deed of Trust


 


See attached.