Form 8-K

8-K — Elmet Group Co.

Accession: 0001213900-26-111199

Filed: 2026-10-21

Period: 2026-10-16

CIK: 0002101698

SIC: 3490 (MISCELLANEOUS FABRICATED METAL PRODUCTS)

Item: Entry into a Material Definitive Agreement

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — ea0309114-8k_elmet.htm (Primary)

EX-10.1 — SUBSCRIPTION AGREEMENT, DATED OCTOBER 16, 2026, BY AND BETWEEN THE ELMET GROUP CO. AND BLUE MOON METALS INC (ea030911401ex10-1.htm)

EX-10.2 — INVESTOR RIGHTS AGREEMENT, DATED OCTOBER 16, 2026, BY AND BETWEEN THE ELMET GROUP CO. AND BLUE MOON METALS INC (ea030911401ex10-2.htm)

EX-10.3 — BLUE MOON COMMON SHARE PURCHASE WARRANT (ea030911401ex10-3.htm)

EX-10.4 — THE ELMET GROUP CO. 2026 EMPLOYEE STOCK PURCHASE PLAN (ea030911401ex10-4.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0309114-8k_elmet.htm · Sequence: 1

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0002101698

2026-10-16

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

October 16, 2026

The Elmet Group Co.

(Exact name of registrant as specified in its charter)

Delaware

001-43245

33-1881598

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

280 Fore Street, Suite 301

Portland, Maine 04101

(Address of principal executive offices, including

zip code)

Registrant’s telephone number, including

area code: (207) 518-6791

Check the appropriate box

below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions:

☐ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

ELMT

The Nasdaq Stock Market LLC

Indicate by check mark whether

the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule

12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company,

indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed in The Elmet Group Co.’s

(the “Company”) Current Report on Form 8-K filed with the SEC on September 14, 2026, the Company entered into a binding letter

agreement with Blue Moon Metals Inc., a company existing under the laws of British Columbia, Canada (“Blue Moon”), Blue Moon

(Springer) Inc., a company organized under the laws of the State of Delaware and an affiliate of Blue Moon (“BM US”), and

EQ Resources Limited, a company organized under the laws of Victoria, Australia (together with the Company, Blue Moon, and BM US, the

“Parties”), regarding a series of strategic transactions associated with Blue Moon’s Springer Tungsten Complex (“Springer”),

located in Pershing County, Nevada. Among the transactions contemplated by the Parties was an equity investment by the Company into Blue

Moon and the Company’s receipt of board representation on Blue Moon’s board of directors (the “Blue Moon Board”).

Purchase Agreement

On October 16, 2026, the Company entered into

a subscription agreement with Blue Moon (the “Purchase Agreement”), pursuant to which Blue Moon agreed to issue and sell,

and the Company agreed to purchase, newly issued equity in Blue Moon comprised of 3,500,000 units (the “Units”) in a private

placement transaction, with each Unit comprised of one common share of Blue Moon (“BM Share”) and one BM Share purchase warrant

(“BM Warrant”) at a price per unit of CAD 10.00 (the “BM Investment”). As part of the BM Investment, the Company

and Blue Moon also entered into an Investor Rights Agreement (as defined below).

The Purchase Agreement contains certain representations,

warranties and covenants of each of the Company and Blue Moon, including covenants by Blue Moon related to the use of proceeds in connection

with the development of Springer and with respect to Material Properties and Mining Rights (as defined in the Purchase Agreement). The

closing of the BM Investment occurred on October 16, 2026. Pursuant to applicable U.S. and Canadian securities laws, the BM Shares, the

BM Warrants and the BM Shares issuable upon exercise of the BM Warrants will be subject to certain restrictions on transfer, including,

but not limited to, a prohibition on sales, transfers and trades in Canada or for the benefit of a Canadian resident until February 17,

2027, four months from the date of the issuance of the Units.

Blue Moon Warrant

On October 16, 2026, pursuant to the Purchase Agreement, Blue Moon

issued 3,500,000 BM Warrants to the Company, with each BM Warrant exercisable for one BM Share. The BM Warrants are exercisable by the

Company at any time and from time to time, after February 17, 2027, the date that is four (4) months after the issuance of the BM Warrants,

at an initial exercise price of CAD 10.80 per BM Share, and expire thirty-six (36) months after the date of issuance, or October 16, 2029.

The number of BM Shares issuable upon exercise of the BM Warrants is subject to customary adjustment in connection with certain transactions,

including payments of stock dividends on the BM Shares, share splits and combinations of BM Shares.

The BM Warrants may also be exercisable on a net

exercise “cashless” basis and in lieu of making the cash payment otherwise contemplated to be made to Blue Moon upon such

exercise in payment of the aggregate exercise price, the Company may elect instead to receive upon such exercise (either in whole or in

part), the net number of shares of BM Shares determined according to a formula set forth in the BM Warrant. Any portion of the BM Warrants

that remains unexercised upon their expiration shall be automatically exercised by means of a “cashless” exercise as set forth

in the BM Warrant.

No fractional BM Shares are to be issued upon

the exercise of the BM Warrant and no cash payment or other compensation will be paid in lieu of a fractional share.

Investor Rights Agreement

On October 16, 2026, as required by the Purchase

Agreement, the Company also entered into an investor rights agreement (the “Investor Rights Agreement”) with Blue Moon.

The Investor Rights Agreement provides, among other things, that Blue

Moon will provide the Company with participation rights (the “Participation Right”) in the event Blue Moon issues any equity,

voting or convertible securities (an “Offering”). Pursuant to the Participation Right, the Company will be granted the opportunity

to participate in an Offering on substantially the same terms and conditions as well as purchase price offered to potential subscribers,

subject to certain ownership limitations. The Participation Right will be held by the Company for so long as the Company holds at least

forty percent (40%) of the equity it purchased in the BM Investment (the “Ownership Condition”).

Additionally, the Investor Rights Agreement provides

the Company with a “Top-Up Right,” in connection with the issuance of BM Shares on the conversion, exercise or exchange of

convertible securities or pursuant to any other contract, agreement or understanding that provides for the issuance of BM Shares, excluding

contracts and agreements pursuant to which the Company has the right to exercise its Participation Right (a “Dilutive Issuance”).

Should Dilutive Issuances occur that result in an aggregate reduction of the Company’s ownership percentage of Blue Moon of at least

1.0%, the Company will be provided an opportunity to purchase additional BM Shares to restore the Company’s ownership percentage

it would have had but for such Dilutive Issuances, adjusted for any non-exercise or deferral of the Company’s Participation Right.

The purchase price of any BM Shares offered to the Company pursuant to the Top-Up Right will equal the volume-weighted average trading

price of BM Shares on the TSX Venture Exchange or other exchange on which the BM Shares are listed for trading for the five (5) trading

days prior to the date on which Blue Moon delivers a Top-up Notice (as defined in the Investor Rights Agreement) to the Company.

Furthermore, the Company has the right to designate

a nominee to serve on the Blue Moon Board. Blue Moon has agreed to take all necessary steps to appoint the Company’s initial nominee

within ten (10) days of the date of the Investor Rights Agreement. The Company will maintain the right to designate a nominee to the Blue

Moon Board at any meeting of Blue Moon Shareholders, and the Company’s nominee will be reasonably considered for inclusion on one

or more of the committees of the Blue Moon Board, for so long as the Ownership Condition is met. Finally, should the Company’s nominee

resign, fail to be elected or if the seat is otherwise vacant, the Company will be entitled to appoint a non-voting board observer.

The foregoing descriptions of the Purchase Agreement,

Investor Rights Agreement and BM Warrant, and the transactions contemplated thereby, are only summaries and do not purport to be complete

and are qualified in their entirety by reference to the full text of the relevant agreements, copies of which are attached to this Current

Report on Form 8-K as Exhibits 10.1-10.3, respectively, and which are incorporated herein by reference. The Purchase Agreement and Investor

Rights Agreement contain representations, warranties and covenants that the respective parties made to each other as of the date of such

agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of

the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection

with negotiating such agreement. Investors are not third-party beneficiaries under the Purchase Agreement or Investor Rights Agreement

and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state

of facts or condition of the parties thereto or any of their respective affiliates.

Item 5.07 Submission of Matters to a Vote of

Security Holders.

The Company held a Special Meeting of Stockholders

(the “Special Meeting”) on October 19, 2026. On August 28, 2026, the record date for the Special Meeting, there were 30,459,498

shares of the Company’s common stock issued and outstanding with each such share being entitled to one vote.

A total of 24,508,895 shares of the Company’s

common stock were represented in person or by proxy at the Special Meeting. The number of votes cast for or against, as well as abstentions

and broker non-votes, as applicable, with respect to the matter voted upon is set forth below.

Proposal 1: Approval of The Elmet Group

Co. 2026 Employee Stock Purchase Plan

The stockholders approved

the adoption of The Elmet Group Co. 2026 Employee Stock Purchase Plan.

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

23,300,321

1,198,918

9,656

N/A

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are

being filed herewith:

Exhibit No.

Description

10.1#+

Subscription Agreement, dated October 16, 2026, by and between The

Elmet Group Co. and Blue Moon Metals Inc.

10.2+

Investor Rights Agreement, dated October 16, 2026, by and between The Elmet Group Co. and Blue Moon Metals Inc.

10.3+

Blue Moon Common Share Purchase Warrant.

10.4

The Elmet Group Co. 2026 Employee Stock Purchase Plan

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Certain portions of this exhibit (indicated by “[*]”) have been omitted pursuant to Item 601(a)(6) of Regulation S-K.

Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Dated: October 21, 2026

The Elmet Group Co.

By:

/s/ Peter V. Anania

Name:

Peter V. Anania

Title:

Chief Executive Officer and Chairman

EX-10.1 — SUBSCRIPTION AGREEMENT, DATED OCTOBER 16, 2026, BY AND BETWEEN THE ELMET GROUP CO. AND BLUE MOON METALS INC

EX-10.1

Filename: ea030911401ex10-1.htm · Sequence: 2

Exhibit 10.1

UNITED STATES

BLUE MOON METALS INC.

(THE “COMPANY”)

SUBSCRIPTION AGREEMENT

(PRIVATE PLACEMENT OFFERING OF UNITS)

THE UNITS BEING

OFFERED FOR SALE MAY BE PURCHASED BY RESIDENTS OF THE UNITED STATES PURSUANT TO AVAILABLE EXEMPTIONS UNDER APPLICABLE SECURITIES LEGISLATION

INSTRUCTIONS TO SUBSCRIBERS

Read

this Subscription Agreement.

Complete

and sign pages (iii) to (vii) of this Subscription Agreement, being the section entitled “Subscription and Subscriber Information”

comprised of Part I: Subscriber Information, Part II: Registration Instructions and Part III: Private Placement Questionnaire.

Complete

and sign the United States Accredited Investor Certificate attached hereto as Schedule “A”.

If applicable, complete and sign the TSX Venture Exchange Form 4C, Corporate Placee Registration Form attached hereto as Schedule “B”.

PAYMENT AND DELIVERY INSTRUCTIONS

Delivery of Subscription Agreement and

Payment of Purchase Price:

A completed and fully executed copy of this Subscription

Agreement (as defined herein), including the items required to be completed as set out above, must be received by no later than 4:00pm

(Toronto time) on October 14, 2026, at the offices of Bennett Jones LLP, 3400 One First Canadian Place, Toronto, ON M5X 1A4, Attention:

[*], or at such other times, dates or places as the Company may determine. The Purchase Price

(as defined herein) must be paid to the Company, by wire transfer, or in such other manner as may be provided for by the Company, in Canadian

dollars, at or prior to the Closing Time (as defined herein).

Delivery of Securities:

On the Closing Date (as defined herein), the Subscriber

(as defined herein) will receive a physical certificate or direct registration statement representing the Unit Shares (as defined herein)

purchased hereunder and a physical certificate representing the Unit Warrants (as defined herein).

SUBSCRIPTION AGREEMENT FOR UNITS

TO: BLUE MOON METALS INC. (the

“Company” or “Blue Moon”)

The undersigned, on its own behalf, and,

if applicable, on behalf of those for whom the undersigned is contracting hereunder, hereby irrevocably subscribes for and agrees to purchase

from the Company that number of units (each, a “Unit”) of the Company set forth below (the “Purchased Securities”)

at a price of C$10.00 per Unit (the “Subscription Price”), on the terms and conditions set out herein. Each Unit will

be comprised of one common share of the Company (each, a “Unit Share”) and one common share purchase warrant of the

Company (each whole common share purchase warrant, a “Unit Warrant”), with each Unit Warrant entitling the holder thereof

to purchase one common share of the Company (each, a “Unit Warrant Share”) at a price of $10.80 per Warrant Share for

a period of 36 months following the Closing Date. The aggregate Subscription Price (the “Purchase Price”) of the Units

subscribed for by the Subscriber hereby shall be an amount equal to the number of Units multiplied by the Subscription Price per Units.

This subscription agreement, which for

greater certainty includes and incorporates the attached schedules, as applicable, is referred to herein as this “Subscription

Agreement”.

The Units are available upon and subject

to the terms and conditions set forth herein, including the terms, representations, warranties, covenants and acknowledgements herein

and in the schedules attached hereto. References to “C$” or “$” refer to Canadian dollars and references to “US$”

refer to United States dollars. A completed and fully executed copy of this Subscription Agreement, including the items required to

be completed as set out above, must be received by no later than 4:00pm (Toronto time) on October 14, 2026, at the offices of 3400 One

First Canadian Place, Toronto, ON M5X 1A4, Attention: [*], or at such other times, dates or places

as the Company may determine. The Purchase Price must be paid to the Company, by wire transfer, or in such other manner as may be provided

for by the Company, in Canadian dollars, at or prior to the Closing Time.

SUBSCRIPTION AND SUBSCRIBER INFORMATION

Please print all information (other than signatures),

as applicable, in the space provided below.

Be sure to complete Part I, Part II

and Part III.

Part I: Subscriber

Information

Subscriber Information and Signature

The Elmet Group Co.

Number of Units:

3,500,000 x $10.00

(Name of Subscriber)

Aggregate Subscription Price:

$35,000,000

Account Reference (If applicable):

(the “Purchase Price”)

By:

Authorized Signature

Chief Executive Officer

(Official Capacity or Title – if the Subscriber is not an individual)

If the Subscriber is signing as agent or trustee for a principal (a “Disclosed Beneficial Purchaser”) and is not purchasing as trustee or agent for accounts fully managed by it, so as to be deemed to be purchasing as principal pursuant to NI 45-106 (as defined herein), complete the following:

Peter V. Anania

(Name of individual whose signature appears above if different than the name of the Subscriber printed above)

280 Fore Street, Suite 301, Portland, ME 04101

(Subscriber’s Residential Address, including City, Province and Postal Code)

(Name of Disclosed Beneficial Purchaser)

(Disclosed Beneficial Purchaser’s Residential Address, including City, Province and Postal Code)

[*] [*]

(Subscriber’s Telephone Number)

(Email Address)

(Telephone Number of Disclosed Beneficial Purchaser)

(Account Reference, if applicable)

Part II: Registration

Instructions

The Subscriber hereby provides the

following registration instructions in connection with the electronic settlement, or, if applicable, the following registration and delivery

instructions in connection with the physical settlement, of the Units being purchased hereunder.

If the Subscriber does not complete

the following registration and delivery instructions, the Subscriber agrees that the Units will be registered and delivered, as applicable,

using the Subscriber’s name and address set out on the fourth page of this Subscription Agreement.

Evidence of Ownership of Units

The Subscriber elects to receive (check one box):

☐

X DRS statement(s) representing the Unit Shares; or

☐

Physical certificate(s) representing the Unit Shares.

The Subscriber acknowledges and agrees that the Subscriber will receive a physical certificate representing the Unit Warrants.

Account Registration Information: The interest in the certificate(s) or DRS statement(s) representing the Unit Shares and Unit Warrants, as applicable, should be registered as follows:

Delivery Instructions: Please deliver the certificate(s) or DRS statement(s) representing the Unit Shares and Unit Warrants, as applicable, to:

The Elmet Group Co.

[*]

DTC Number: [*]

Account Name: [*]

Account Number: [*]

(Name)

(Account Reference, if applicable)

280 Fore Street, Suite 301

Portland, ME 04101

(Address, including Postal Code)

(Address, including postal code)

[*] [*]

(Contact Name)

(Telephone Number)

It is anticipated that the Unit

Shares and Unit Warrants comprising the Units purchased hereunder, as applicable, will be settled via physical certificate(s) or DRS statement(s)

as soon as reasonably practicable following the Closing Date (as defined herein). In such case, the Subscriber will not be entitled to

settle by electronic deposit with CDS (as defined herein) or DTC (as defined herein) through the book-based system administered thereby.

iii

Part III: Private

Placement Questionnaire

In connection with the proposed purchase

of Units, the Subscriber confirms on its own behalf and on behalf of any Disclosed Beneficial Purchaser, the accuracy of the following

statements in respect of it and each Disclosed Beneficial Purchaser, if any:

Corporate Placee Registration Form

The Subscriber either [check appropriate box]:

☐

is not required to file with the TSX Venture Exchange a Form 4C – Corporate Placee Registration Form because (i) the Subscriber is an individual, or (ii) the Subscriber is not an individual but (A) is not a member of the “Pro Group” (as described below), (B) is not (or will not be after the completion of the Subscription (as defined below)) an “Insider” (as described below) of the Company, or (C) will not be a holder of more than 5% of the listed shares of the Company after the completion of the Subscription;

☐

has previously filed with the TSX Venture Exchange a Form 4C – Corporate Placee Registration Form, and represents and warrants that there has been no change to any of the information in the Form 4C – Corporate Placee Registration Form previously filed by the Subscriber with the TSX Venture Exchange up to the date hereof; or

☒

hereby delivers a completed Form 4C – Corporate Placee Registration Form, in the form attached as Schedule “B” to the Company for filing with the TSX Venture Exchange, as (i) the Subscriber has not previously filed with the TSX Venture Exchange a Form 4C – Corporate Placee Registration Form, or (ii) there has been a change to the information in the Form 4C – Corporate Placee Registration Form previously filed by the Subscriber with the TSX Venture Exchange, and (iii) the Subscriber is not an individual and (A) is a member of the “Pro Group” (as described below), or (B) is (or will be after completion of the Subscription) an “Insider” (as described below), or (C) will be a holder of more than 5% of the listed shares after completion of the Subscription.

Present Ownership of Securities

The Subscriber either [check appropriate box]:

☒

does not own directly or indirectly, or exercise control or direction over, any common shares of the Company or securities convertible into common shares of the Company; or

☐

owns directly or indirectly, or exercises control or direction over, _________________________ outstanding common shares of the Company and convertible securities entitling the Subscriber to acquire additional common shares of the Company which, if converted, in the aggregate would represent _________________________ common shares of the Company.

Insider Status

The Subscriber either [check appropriate box]:

☒

is not an “Insider” (as defined in the policies of the TSX Venture Exchange and the Securities Act (Ontario)) of the Company; or

is an “Insider” (as defined in the policies of the TSX Venture Exchange and the Securities Act (Ontario)) of the Company, by virtue of being:

(a)

a director or senior officer of the Company;

(b)

a director or senior officer of a Corporation that is itself an Insider or subsidiary of the Company;

(c)

a person that beneficially owns or controls, directly or indirectly, voting shares of the Company carrying more than 10% of the voting rights attached to all the Company’s outstanding voting shares; or

(d)

the Company itself if it holds any of its own securities.

Member of “Pro Group”

The Subscriber either [check appropriate box]:

☒

is not a member of the Pro Group; or

☐

is a member of the “Pro Group” (as defined in the policies of the TSX Venture Exchange), which, subject to subparagraphs (A), (B) and (C), shall include, either individually or as a group:

(1)

the member (i.e., a member of the TSX Venture Exchange under TSX Venture Exchange requirements);

(2)

employees of the member;

(3)

partners, officers or directors of the member;

(4)

affiliates of the member; and

(5)

associates of any parties referred to in subparagraphs (1) through (4).

(A)

The TSX Venture Exchange may, in its discretion, include a person or party in the Pro Group for the purposes of a particular calculation where the TSX Venture Exchange determines that the person is not acting at arm’s length to the member;

(B)

The TSX Venture Exchange may, in its discretion, exclude a person from the Pro Group for the purposes of a particular calculation where the TSX Venture Exchange determines that the person is acting at arm’s length to the member;

(C)

The TSX Venture Exchange may deem a person who would otherwise be included in the Pro Group pursuant to subparagraph (1) to be excluded from the Pro Group where the member determines that:

(a)

the person is an affiliate or associate of the member acting at arm’s length to the member;

(b)

the associate or affiliate has a separate corporate and reporting structure;

(c)

there are sufficient controls on information flowing between the member and the associate or affiliate; and

(d)

the member maintains a list of such excluded persons.

“Registrant” Status

The Subscriber either [check appropriate box]:

☒

is not a Registrant; or

☐

is a “Registrant”, defined as a person registered or required

to be registered under the Securities Act (Ontario), including a dealer, adviser or investment fund manager.

[Subscriber signature page follows.]

The representations and warranties

contained herein are true and accurate as of the date of this certificate and will be true and accurate as of the Closing Date as set

out in this Subscription Agreement. If any such representation or warranty shall not be true and accurate prior to Closing Date, the undersigned

shall give immediate written notice of such fact to the Company.

Dated: October 16, 2026

Signed:

/s/ Peter V. Anania

The Elmet Group Co.

Print Name of Subscriber

Peter V. Anania, Chief Executive Officer

If Subscriber is not an Individual, print Name and Title of Authorized Signing Officer

Acceptance by the Company:

The Company hereby accepts the subscription set forth above

on the terms and conditions set out in this Subscription Agreement. DATED this 16th day of October, 2026.

BLUE MOON METALS INC.

By:

X /s/ Christian Kargl-Simard

Authorized Signing Officer

vii

TERMS AND CONDITIONS OF SUBSCRIPTION FOR

THE UNITS

Subscription

Any capitalized term or terms used but

not otherwise defined in this Subscription Agreement shall have the respective meanings ascribed to such term or terms in Section 2.

This Subscription Agreement is to confirm

your agreement to purchase from the Company, subject to the terms and conditions set forth herein, that number of Units set out next to

your name on the execution pages hereof at the Subscription Price. By signing the page (vii) of this Subscription Agreement, you acknowledge

(on your own behalf and, if applicable, on behalf of each Disclosed Beneficial Purchaser on whose behalf you are acting) all of the matters

set forth below.

On the Closing Date, the Company shall

issue the Unit Shares and Unit Warrants to the Subscriber at the Closing.

Definitions

Definitions: In this Subscription Agreement:

(a) “Act” means the Securities Act (Ontario);

(b) “Agreement” means this subscription agreement as the same may be amended, supplemented or restated from time to

time and includes the schedules and appendices attached hereto;

Assessment of the Blue Moon Mine, Mariposa County, California”, dated April 15, 2025 (as amended and restated on September 12, 2025),

with an effective date of March 3, 2025, as amended, prepared for the Company by Scott Wilson, C.P.G., SME-RM; Peter Szkilnyk, P. Eng.;

Alan J. San Martin, P. Eng.; Richard Gowans, P. Eng.; Justin Taylor, P. Eng., and Christopher Jacobs, C. Eng., MIMMM;

(d) “Business Day” means a day on which banks are open for the transaction of regular business in Vancouver, British

Columbia or Toronto, Ontario;

(e) “Canadian Securities Laws” means, collectively, the securities laws and regulations in each of the provinces and

territories of Canada, together with all written instruments, rules and orders having the force of law of the securities regulators or

regulatory authorities in each of the provinces and territories of Canada;

(f) “CDS” means CDS Clearing and Depository Services Inc.;

(g) “Closing” means the completion of the issue and sale by the Company and the purchase by the Subscriber of the Units

pursuant to the provisions of this Subscription Agreement;

(h) “Closing Date” means the date on which the Closing takes place, being on or about October 14, 2026, or such other

date as the Company and the Subscriber may agree;

(i) “Closing Time” means 4:00pm (Toronto time) on the Closing Date, or such other time as the Company and the Subscriber

may agree;

(j) “Common Shares” means the common shares of the Company as constituted on the date hereof;

(k) “Company” or “Blue Moon” means Blue Moon Metals Inc., a company incorporated under the laws

of British Columbia, Canada;

(l) “Control Person” has the meaning set forth in section 1(1) of the Act;

(m) “Disclosed Beneficial Purchaser” has the meaning ascribed to such term on page (iii) hereof;

(n) “Dollar”, “$” or “C$” means a dollar of lawful money of Canada;

(o) “DTC” means The Depository Trust Company;

(p) “Elmet Proceeds” has the meaning ascribed to such term in Section 8(r);

(q) “Financial Statements” means, collectively: (i) the Company’s audited consolidated financial statements for

the years ended December 31, 2025 and 2024; and (ii) the unaudited condensed interim consolidated financial statements for the three and

six months ended June 30, 2026 and 2025;

(r) “Governmental Authority” means and includes, without limitation, any national or federal government, province,

state, municipality or other political subdivision of any of the foregoing, any entity exercising executive, legislative, judicial, regulatory

or administrative functions of or pertaining to government and any corporation or other entity owned or controlled (through stock or capital

ownership or otherwise) by any of the foregoing, and any governmental department, commission, board, bureau, agency or instrumentality,

including the Securities Regulators and the TSXV;

(s) “including” means including, without limitation, and “include” and “includes” each have

a corresponding meaning;

(t) “Indemnitee” has the meaning ascribed to such term in Section 9(c) hereof;

(u) “Indemnitor” has the meaning ascribed to such term in Section 9(c) hereof;

(v) “Investor Rights Agreement” means the investor rights agreement, substantially in the form set out in Schedule

“C” hereto, to be entered into between the Company and the Subscriber on the Closing Date, subject to the approval of and

any changes required by the TSXV obtained prior to the Closing Date and provided any such changes are mutually agreed by the Company and

the Subscriber, each acting reasonably;

(w) “Lien” means any interest (including any security interest), pledge, mortgage, lien, encumbrance, charge, claim

or other right of third parties, whether created by law or in equity, including any such restriction on the use, voting, transfer, receipt

of income or other exercise of any attributes of ownership;

(x) “Loss” has the meaning ascribed to such term in Section 9(b) hereof;

(y) “Material Adverse Effect” means any event, change, fact, or state of being that would reasonably be expected to

have a significant and adverse effect on the business, affairs, capital, operation, properties, permits, assets, liabilities (absolute,

accrued, contingent or otherwise) or condition (financial or otherwise) of the Company and any subsidiary considered on a consolidated

basis;

(z) “Material Permits” means all material permits, certificates, licences, approvals, consents, registrations and other

authorizations of the Company and its subsidiaries;

(aa) “Material Properties” means collectively: (i) the Company’s Nussir copper-gold-silver project in Finnamrk,

Norway; (ii) the Company’s Blue Moon zinc-gold-silver-copper project in Mariposa, California; and (iii) the Company’s Springer

tungsten-molybdenum project in Pershing County, Nevada, each as described in the Public Disclosure Documents;

(bb) “Material Subsidiaries” means collectively: (i) Blue Moon Norway AS; (ii) Nussir ASA; (iii) Blue Moon Metals (US)

Inc.; (iv) Keystone Mines Inc.; and (v) Blue Moon (Springer) Inc.;

(cc) “Mining Rights” means all rights, whether contractual or otherwise, for the exploration for or exploitation of

mineral resources and reserves together with surface rights, Water Rights, royalty interests, fee interests, joint venture interests and

other leases, rights of way and enurements related to any such rights, in respect of the Material Properties;

(dd) “NI 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects;

(ee) “NI 45-106” means National Instrument 45-106 – Prospectus Exemptions;

(ff) “Nussir Technical Report” means the report titled “NI 43-101 Technical Report on the Feasibility Study of

the Nussir Project” with an effective date of April 14, 2026 prepared for the Company by Chris Hughes-Narborough C Eng, MIMMM; Martin

Prior M Eng, FSAIMM, Roy Levesque, P. Eng; Lumin Ma, Susan Abell SACNASP; and Adam Wheeler C. Eng, Eur Ing., FIMMM;

(gg) “Person” includes: an individual; a corporation; a partnership, trust, fund and an association, syndicate, organization

or other organized group of persons, whether incorporated or not; and an individual or other person in that person’s capacity as

a trustee, executor, administrator or personal or other legal representative;

(hh) “Public Disclosure Documents” means, collectively, all of the documents which have been filed on SEDAR+ by or on

behalf of the Company during the three-year period prior to the Closing Date with the relevant Securities Regulators pursuant to the requirements

of Canadian Securities Laws;

(ii) “Purchase Price” has the meaning ascribed to such term on page (ii) hereof;

(jj) “Purchased Securities” has the meaning ascribed to such term on page (ii) hereof;

(kk) “Regulation D” means Regulation D under the U.S. Securities Act;

(ll) “Regulation S” means Regulation S under the U.S. Securities Act;

(mm) “Securities Laws” means, collectively, Canadian Securities Laws and U.S. Securities Laws;

(nn) “Securities Regulator” means, in respect of any jurisdiction, the securities regulator or other securities regulatory

authority of that jurisdiction;

(oo) “SEDAR+” means the System for Electronic Data Analysis and Retrieval of the Canadian Securities Administrators;

(pp) “Springer Project” means the Company’s Springer tungsten-molybdenum project in Pershing County, Nevada;

(qq) “Subscriber” or “You” means the Person purchasing the Units and whose name appears on page (iii)

hereof and who has signed this Subscription Agreement or, if the Person whose name appears on page (iii) hereof has signed this Subscription

Agreement as agent for, or on behalf of, a Disclosed Beneficial Purchaser and is not a trust company, trust corporation or portfolio manager

deemed to be purchasing the Units as principal under NI 45-106, the Person who is the Disclosed Beneficial Purchaser of the Units as disclosed

on page (iii) hereof;

(rr) “Subscriber Indemnified Parties” has the meaning ascribed to such term in Section 9(b) hereof;

(ss) “Subscription” means the subscription of Units by the Subscriber in the terms and conditions set forth herein;

(tt) “Subscription Price” means C$10.00 per Unit;

(uu) “Technical Reports” means the Blue Moon Technical Report and the Nussir Technical Report;

(vv) “TSXV” means the TSX Venture Exchange;

(ww) “Underlying Securities” means the Unit Shares, the Unit Warrants and the Unit Warrant Shares;

(xx) “United States” means the United States, its territories and possessions, any state of the United States and the

District of Columbia;

(yy) “Unit Share” has the meaning ascribed to such term on page (ii) hereof;

(zz) “Unit Warrant” has the meaning ascribed to such term on page (ii) hereof;

(aaa) “Unit Warrant Share” has the meaning ascribed to such term on page (ii) hereof;

(bbb) “Units” has the meaning ascribed to such term on page (ii) hereof;

(ccc) “US$” means a dollar of lawful money of the United States;

(ddd) “U.S. Accredited Investor” means an “accredited investor” as defined in Rule 501(a) of Regulation

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

(fff) “U.S. Securities Laws” means the U.S. Securities Act, the United States Securities Exchange Act of 1934,

as amended, and all rules and regulations promulgated thereunder and the applicable securities (“Blue Sky”) laws of

the states of the United States;

(ggg) “Warrant Certificate” means the certificate representing the Warrants; and

(hhh) “Water Rights” means water rights, water concessions, water leases and water supply agreements, ditch rights or

other interests in water or water conveyance rights owned or leased by the relevant person.

Acceptance or Rejection of Subscription

(a) The Subscriber and each Disclosed Beneficial Purchaser, if any, acknowledges and agrees that the acceptance of this offer will be

conditional upon the issue and sale of the Purchased Securities to the Subscriber and each Disclosed Beneficial Purchaser, if any, being

exempt from any prospectus or offering memorandum requirements of Securities Laws or the equivalent provisions of securities laws of any

other applicable jurisdiction, as the case may be. The Subscriber acknowledges that this Subscription Agreement is not enforceable by

the Subscriber until this Subscription Agreement has been accepted by the Company. The Company will be deemed to have accepted this Subscription

Agreement upon the Company’s execution of the acceptance at page (viii) of this Subscription Agreement and the delivery at the Closing

of the Purchased Securities to or upon the direction of the Subscriber. If this subscription is rejected in whole, any cheques or other

forms of payment delivered pursuant to the terms hereof representing the Purchase Price will be promptly returned to the Subscriber, without

interest or deduction. If this subscription is accepted only in part, a cheque or other form of payment representing any refund of the

Purchase Price for that portion of the subscription for the Purchased Securities which is not accepted will be promptly delivered to the

Subscriber, without interest or deduction.

(b) The Subscriber hereby confirms its irrevocable subscription for and offer to purchase Units from the Company, on and subject to the

terms and conditions set out in this Subscription Agreement, for the Purchase Price which is payable as described in Section 4 hereto.

(c) The Subscriber hereby irrevocably authorizes and appoints the Company as an attorney of the Subscriber with the following powers:

(i) to act as the Subscriber’s representative at the closing of the Subscription; (ii) to complete or correct any clerical errors,

revisions or omissions in any form or document provided by the Subscriber, including this Subscription Agreement, in each case, following

receipt of Subscriber’s consent; (iii) to receive on the Subscriber’s behalf certificates representing the Purchased Securities

and, if applicable, the Underlying Securities purchased under this Subscription Agreement.

(d) The foregoing power of attorney is irrevocable, is coupled with an interest and has been given for valuable consideration, the receipt

and adequacy of which are acknowledged. Such power of attorney and other rights and privileges granted under this Section 3 will survive

any legal or mental incapacity, dissolution, bankruptcy or death of the Subscriber and extends to the heirs, executors, administrators,

other legal representatives and successors, transferees and assigns of the Subscriber (as the case may be). Any person dealing with the

Company may conclusively presume and rely upon the fact that any document, instrument or agreement executed by an attorney acting pursuant

to this Section 3 or any action taken by an attorney acting pursuant to this Section 3, is authorized and binding on the Subscriber, without

further inquiry. The Subscriber agrees (on its own behalf and, if applicable, on behalf of each Disclosed Beneficial Purchaser on whose

behalf it is contracting) to be bound by any representations or actions properly made or taken by such attorney and waives any and all

defences that may be available to contest, negate or disaffirm any action of such attorney taken under the foregoing power of attorney.

4. Conditions of Purchase and Sale

(a) The Subscriber acknowledges and agrees that the obligations of the Company hereunder are conditional on the fulfillment of the following

conditions at or prior to the Closing Time:

(i) not later than 4:00pm (Toronto time) on October 14, 2026, or such other time or date as the Company may agree, the Subscriber having

properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules hereto) to:

Bennett Jones LLP

3400 One First Canadian Place,

Toronto, ON M5X 1A4

Attention: [*]

Email: [*]

or at such other place(s) as the Company may determine;

(ii) satisfaction by the Subscriber of the Purchase Price payable by it hereunder to the Company, by wire transfer, or in such other manner

as may be provided for by the Company, in Canadian dollars;

(iii) the Subscriber having executed and returned to the Company the Investor Rights Agreement;

(iv) the Subscriber having executed and returned to the Company, at the Company’s request, all other documents as may be required

by the Securities Laws for delivery by the Company in connection with the Subscriber’s subscription for the Purchased Securities;

(v) the representations and warranties made by the Subscriber herein (including representations and warranties made in any Schedule attached

hereto, as applicable), being true and correct when made and being true and correct at the Closing Time with the same force and effect

as if they had been made on and as of the Closing Time;

(vi) the Company having obtained all required regulatory approvals for the completion of the transactions contemplated hereby, including

conditional approval of the TSXV (which shall be subject only to customary conditions); and

(vii) all covenants, agreements and conditions contained in this Subscription Agreement to be performed by the Subscriber having been performed

or complied with in all material respects on or prior to the Closing Date.

(b) The Company acknowledges and agrees that Subscriber’s obligation to purchase the Purchased Securities is conditional on the

fulfillment of the following conditions at or prior to the Closing Time:

(i) the Subscriber receiving a fully executed copy of the Investor

Rights Agreement;

(ii) the representations and warranties made by the Company herein,

being true and correct when made and being true and correct at the Closing Time with the same force and effect as if they had been made

on and as of the Closing Time;

(iii) the Company having obtained all required regulatory approvals

for the completion of the transactions contemplated hereby, including conditional approval of the TSXV (which shall be subject only to

customary conditions); and

(iv) all covenants, agreements and conditions contained in this

Subscription Agreement to be performed by the Company having been performed or complied with in all material respects on or prior to

the Closing Date.

(i) acceptance by the Company of the Subscriber’s subscription pursuant to this Subscription Agreement, in whole or in part, subject

to the Company’s sole and absolute discretion;

(ii) the Subscriber having executed and returned to the Company the Investor Rights Agreement; and

(iii) the Subscription being exempt from the requirements to file a prospectus, registration statement or similar document contained in

any Securities Laws applicable to the sale of the Purchased Securities or upon the issue of such orders, consents or approvals as may

be required to permit such sale without the requirement of filing a prospectus or registration statement or filing or delivering a similar

document.

(d) The Subscriber understands that the information provided herein will be relied upon by the Company and its counsel for the purposes

of determining the eligibility of the Subscriber to purchase the Purchased Securities. The Subscriber agrees to provide upon request any

additional information that the Company, acting reasonably, determines necessary or appropriate in determining the Subscriber’s

eligibility to purchase the Purchased Securities.

Fractional Shares

No fractional Common Shares are issuable

in accordance herewith, and if a subscriber subscribes for such number of Purchased Securities or Underlying Securities as would give

it a fractional number of Common Shares, the aggregate number of Common Shares to be issued by the Company in accordance herewith will

be rounded down to the next whole number of Common Shares and the Subscriber will not be entitled to any compensation in respect of such

fraction(s).

The Closing

Delivery and payment for the Purchased

Securities and issuance thereof will be completed at the offices of Bennett Jones LLP, counsel to the Company, at 3400 One First Canadian

Place, Toronto, ON M5X 1A4 (or at such other time and place as the Company may determine) at the Closing Time.

The obligation of the Company to complete

the Closing is conditional upon the Subscriber having duly executed and delivered the Investor Rights Agreement to the Company.

If, on or prior to the Closing Time,

the terms and conditions contained in this Subscription Agreement have been complied with to the satisfaction of, as applicable, the Company

or waived by it (as such waiver may be permitted) and the Subscriber or waived by it (as such waiver may be permitted), this Subscription

Agreement shall be delivered to the Company, and the Purchase Price shall be delivered to the Company against deposit of physical certificates

or direct registration statements by the Company of the Purchased Securities and, if applicable, the Underlying Securities and such other

documentation as may be required pursuant to this Subscription Agreement.

Representations, Warranties, Covenants and Acknowledgements of the Subscriber

By executing this Subscription Agreement,

the Subscriber (on its own behalf and, if applicable, on behalf of each Disclosed Beneficial Purchaser on whose behalf the Subscriber

is contracting) represents, warrants, covenants and acknowledges to and with the Company (and acknowledges that the Company and its counsel

are relying thereon) that:

Authorization and Effectiveness

(a) if the Subscriber is an individual, the Subscriber is of the full age of majority in the jurisdiction in which this Subscription Agreement

and the Investor Rights Agreement is executed and has all requisite legal capacity and competence to execute, deliver and be bound by

this Subscription Agreement and the Investor Rights Agreement, to perform all of its obligations and covenants hereunder and to undertake

all actions required of the Subscriber hereunder and thereunder;

(b) if the Subscriber is not an individual, the Subscriber has the requisite power, authority and legal capacity to execute, deliver and

be bound by this Subscription Agreement and the Investor Rights Agreement, to perform all of its obligations and covenants hereunder and

to undertake all actions required of the Subscriber hereunder and thereunder, all necessary approvals of its directors, partners, shareholders,

trustees or otherwise with respect to such matters have been given or obtained and the individual signing this Subscription Agreement

and the Investor Rights Agreement has been duly authorized to do so;

(c) if the Subscriber is a body corporate, the Subscriber is incorporated or organized and validly subsisting under the laws of its jurisdiction

of incorporation or organization;

(d) if the Subscriber is acting as principal, this Subscription Agreement has been duly and validly authorized, executed and delivered

by the Subscriber, and, when accepted by the Company, will constitute a legal, valid and binding obligation enforceable against the Subscriber

in accordance with the terms hereof (subject to bankruptcy, insolvency and other laws limiting the enforceability of creditors’

rights and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction);

(e) if the Subscriber is acting as agent or trustee (including, for greater certainty, a portfolio manager or comparable adviser) for

a principal, the Subscriber is duly authorized to execute and deliver this Subscription Agreement and all other necessary documents in

connection with such subscription on behalf of such principal, each of whom is subscribing as principal for its own account and not for

the benefit of any other person, and this Subscription Agreement has been duly and validly authorized, executed and delivered by or on

behalf of, and, when accepted by the Company, will constitute a legal, valid and binding obligation enforceable in accordance with the

terms hereof (subject to bankruptcy, insolvency and other laws limiting the enforceability of creditors’ rights and subject to the

qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction) against, such principal;

(f) the execution and delivery of this Subscription Agreement and the Investor Rights Agreement, the performance and compliance with the

terms hereunder and thereunder, the subscription for the Purchased Securities and the completion of the transactions contemplated hereby

will not result in any breach of, or be in conflict with or constitute a default under, or create a state of facts which, after notice

or lapse of time, or both, would constitute a default under any term or provision of the constating documents, by-laws or resolutions

of the Subscriber (if not an individual), the Securities Laws or any other applicable law, any agreement (written or oral) to which the

Subscriber is a party or any applicable regulation, judgment, decree, order, statute or ruling to which the Subscriber is bound;

(g) the Subscriber is not a person created or used solely to purchase or hold securities in order to comply with or rely upon an exemption

from the prospectus requirements of applicable Securities Laws and except as disclosed in writing to the Company, the Subscriber does

not act jointly or in concert with any other person or company for the purposes of acquiring securities of the Company;

Residence

(h) the Subscriber is resident, or if not an individual, has a head office, in the jurisdiction indicated on the “Subscription and

Subscriber Information” section of this Subscription Agreement and such address was not created and is not used solely for the purpose

of acquiring Units. The purchase by and sale to the Subscriber of the Units, and any act, solicitation, conduct or negotiation directly

or indirectly in furtherance of such purchase or sale, has occurred only in such jurisdiction and the Subscriber intends that the Securities

Laws of such jurisdiction govern such sale to and purchase by the Subscriber;

Subscriber Eligibility

(i) the Subscriber is eligible to purchase the Purchased Securities pursuant to an exemption from the prospectus and registration requirements

of applicable Securities Laws;

(j) the Subscriber: (i) is not an “insider” or “related party” of the Company or a “registrant” or

a promoter (each as defined on pages (v) and (vi) hereof); or (ii) has identified itself to the Company as an “insider”, “registrant”

or a promoter (as applicable) on the execution pages hereof;

(k) the Subscriber is purchasing the Purchased Securities for investment purposes only and not with a view to resale or distribution;

(l) unless the Subscriber is acting as agent or trustee pursuant to subparagraph E, above, or has filled out the “Disclosed Beneficial

Purchaser Information” on page (iii) hereof, the Subscriber (as indicated under “Name of Subscriber” on such page) is

purchasing the Purchased Securities for its own account, and not for the benefit of any other person;

(m) except in respect of the transactions contemplated in this Subscription Agreement and the Investor Rights Agreement, or information

received from the Company under confidentiality restrictions, the Subscriber does not have actual knowledge of a “material fact”

or “material change” (as such terms are defined pursuant to Canadian Securities Laws) in the affairs of the Company that has

not been generally disclosed to the public;

(n) the Subscriber confirms that the acknowledgements, representations, warranties, covenants and information contained herein and therein

are true and correct as of the date hereof and will be true and correct as of the Closing Time and if less than a complete copy of this

Subscription Agreement is delivered to the Company, the Company and its advisors are entitled to assume that the Subscriber accepts and

agrees to all the terms and conditions of the pages not delivered, unaltered;

(o) the Subscriber acknowledges and agrees that:

(i) the Purchased Securities (including the Underlying Securities) have not been and will not be registered under the U.S. Securities

Act or the securities laws of any state;

(ii) the Purchased Securities (including the Underlying Securities) may not be offered or sold, directly or indirectly, in the United States

without registration under the U.S. Securities Act and all applicable state securities laws or compliance with requirements of an exemption

from such registration;

(iii) the Company has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of

the Purchased Securities or the Underlying Securities;

(p) the Subscriber agrees to the terms included in Schedule “A” hereto, as applicable;

(q) the Subscriber is a U.S. Accredited Investor;

Risks of Private Placement

(r) the Subscriber acknowledges that:

(i) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Purchased Securities or the Underlying

Securities;

(ii) there is no government or other insurance covering the Purchased Securities or the Underlying Securities;

(iii) there are risks associated with the purchase of the Purchased Securities and the Subscriber has read and understands such risks and

is comfortable investing in the Purchased Securities and the Underlying Securities notwithstanding such risks;

(iv) there are restrictions on the Subscriber’s ability to resell the Purchased Securities or the Underlying Securities and it is

the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Purchased Securities

or the Underlying Securities;

(v) the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber

with a prospectus under Canadian Securities Laws and, as a consequence of acquiring the Purchased Securities pursuant to these exemptions,

certain protections, rights and remedies provided by Canadian Securities Laws, including certain applicable statutory rights of rescission

or damages, will not be available to the Subscriber and the common law may not provide the Subscriber with an adequate remedy in the event

it suffers investment losses in connection with securities acquired pursuant to such exemption; and

(vi) the Company may complete additional financings in the future in order to develop the business of the Company and to fund its ongoing

development, there is no assurance that such financings will be available and, if available, they may not be completed on reasonable terms,

any such future financings may have a dilutive effect on current or future security holders of the Company, including the Subscriber,

and if such future financings are not available, the Company may be unable to fund its ongoing development and the lack of capital resources

may result in the failure of its business venture;

No Prospectus or Undisclosed Information

(s) the Subscriber understands that the Purchased Securities are only being offered on a private placement basis and that the sale of

the Purchased Securities is therefore conditional upon such sale being exempt from the requirements to file and obtain a receipt for a

prospectus or registration statement or to deliver an offering memorandum, and no prospectus or registration statement has been filed

by the Company with any securities commission or similar regulatory authority in any jurisdiction in connection with the issuance of the

Purchased Securities. As a result of acquiring the Purchased Securities pursuant to such exemptions, the Subscriber acknowledges and confirms

that:

(i) the Subscriber may be restricted from using some of the protections, rights and remedies otherwise available under Securities Laws,

including applicable statutory rights of rescission or damages in the event of a misrepresentation;

(ii) the Subscriber may not receive information that would otherwise be required to be provided to it under Securities Laws or contained

in a prospectus prepared in accordance with applicable Securities Laws;

(iii) the Company is relieved from certain obligations that would otherwise apply under Securities Laws; and

(iv) the common law may not provide investors with an adequate remedy in the event they suffer investment losses in connection with Purchased

Securities acquired in a private placement.

(t) the Subscriber has not received or been provided with a prospectus, registration statement or offering memorandum, within the meaning

of Securities Laws, or any sales or advertising literature in connection with the Subscription. The Subscriber’s decision to subscribe

for the Purchased Securities was not based upon, and the Subscriber has not relied upon, any verbal or written representations as to any

fact made by or on behalf of the Company and its directors, officers, employees, agents and representatives, other than set out in this

Subscription Agreement and the Schedules attached hereto, which are deemed to be incorporated herein). The Subscriber’s decision

to subscribe for the Purchased Securities was based solely upon this Subscription Agreement and the Schedules attached hereto, and information

about the Company which is publicly available (any such information having been obtained by the Subscriber without independent investigation);

(u) counsel to the Company and its directors, officers, employees, agents and representatives assume no responsibility or liability of

any nature whatsoever for the accuracy or adequacy of any such publicly available information concerning the Company or as to whether

all information concerning the Company that is required to be disclosed or filed by the Company under the Securities Laws has been so

disclosed or filed;

Investment Suitability

(v) the Subscriber confirms that the Subscriber:

(i) has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of its investment

in the Purchased Securities and the Underlying Securities;

(ii) is capable of assessing the proposed investment in the Purchased Securities and the Underlying Securities as a result of the Subscriber’s

own experience or as a result of advice received from a person registered under applicable Securities Laws;

(iii) is aware of the characteristics of the Purchased Securities and the Underlying Securities and the risks relating to an investment

therein; and

(iv) is able to bear the economic risk of loss of its investment in the Purchased Securities;

(w) the Subscriber understands that no securities commission, stock exchange, governmental agency, regulatory body or similar authority

has made any finding or determination or expressed any opinion with respect to the merits of investing in the Purchased Securities or

the Underlying Securities nor is there any government or other insurance covering the Purchased Securities or the Underlying Securities;

No Representations

(x) the Subscriber confirms that neither the Company nor any of its directors, employees, officers, representatives, agents or affiliates

have made any representations (written or oral) to the Subscriber:

(i) regarding the future price or value of the Purchased Securities or the Underlying Securities;

(ii) that any person will resell or, other than as provided for in this Subscription Agreement, repurchase the Purchased Securities or

the Underlying Securities; or

(iii) that any person will refund the purchase price of the Purchased Securities or the Underlying Securities other than as provided in

this Subscription Agreement.

Limitations on Resale

(y) the Subscriber understands that it may not be able to resell the Purchased Securities or the Underlying Securities except in accordance

with limited exemptions available under applicable Securities Laws, and that the Subscriber is solely responsible for (and the Company

is not in any way responsible for) the Subscriber’s compliance with applicable resale restrictions. The Subscriber will comply with

all applicable Securities Laws concerning the subscription, purchase, holding and resale of the Purchased Securities or the Underlying

Securities and will not resell any of the Purchased Securities or the Underlying Securities except in accordance with the provisions of

applicable Securities Laws;

(z) the Subscriber acknowledges that the Purchased Securities and the Underlying Securities may only be transferred or assigned in compliance

with applicable laws (including applicable Securities Laws) and will be subject to statutory resale restrictions under the Securities

Laws in which the Subscriber resides or under other applicable securities laws; the Subscriber covenants that it will not resell the Purchased

Securities or the Underlying Securities except in compliance with such laws and the Subscriber acknowledges that it is solely responsible

(and the Company is not in any way responsible) for such compliance;

(aa) the Subscriber acknowledges that, pursuant to applicable Securities Laws, the assignment, transfer, hypothecation or pledge of a Common

Share is restricted;

Legends

(bb) there are restrictions on the ability to resell Purchased Securities and the Underlying Securities and it is the responsibility of

the Subscriber to find out what those restrictions are and to comply with them before selling the Purchased Securities or the Underlying

Securities and the Purchased Securities and the Underlying Securities may not be resold under Canadian Securities Laws until after the

expiry of the applicable “hold” or “restricted” period attaching to such securities unless sold pursuant to an

exemption under applicable Securities Laws. The certificates evidencing the Purchased Securities and, if applicable, the Underlying Securities

(and any replacement certificate issued prior to the expiration of the applicable hold periods), or ownership statements issued under

a direct registration system or other electronic book entry system, which it shall receive will bear a legend referring to such restrictions

on resale and neither the Company nor any transfer agent of the Company will register any transfers of such Purchased Securities and any

such Underlying Securities not made in compliance with such restrictions on resale. For purposes of complying with applicable securities

laws and National Instrument 45-102 – Resale of Securities, the Subscriber understands and acknowledges that the certificates

evidencing the Purchased Securities and, if applicable, the Underlying Securities (and any replacement certificate issued prior to the

expiration of the applicable hold periods), or ownership statements issued under a direct registration system or other electronic book

entry system, which it shall receive will bear a legend, substantially in the following form (and with the necessary information inserted),

referring to such restrictions on resale and neither the Company nor any transfer agent of the Company will register any transfers of

such Purchased Securities or Underlying Securities not made in compliance with such restrictions on resale:

“UNLESS PERMITTED UNDER SECURITIES

LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER OCTOBER 16, 2026.”

And the Subscriber further acknowledges

that the certificates representing the Purchased Securities and, if applicable, the Underlying Securities may, in certain circumstances,

bear the following legend as required by the TSXV;

“WITHOUT PRIOR WRITTEN APPROVAL

OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE

MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN

CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL February 17, 2026”

In addition, Purchased Securities and,

if applicable, Underlying Securities, will be evidenced by physical certificates or direct registration statements that will bear the

U.S. Securities Laws legends set forth on Schedule “A” hereto;

Not Proceeds of Crime

(cc) the funds representing the Purchase Price which will be advanced by the Subscriber hereunder will not represent proceeds of crime

for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), as may be amended from time

to time (the “PCMLTFA”) and for the purposes of the United States Uniting and Strengthening America by Providing Appropriate

Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, as may be amended from time to time (the “PATRIOT

Act”) and the Subscriber acknowledges that the Company may in the future be required by law to disclose the Subscriber’s

name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential

basis, pursuant to the PCMLTFA and the PATRIOT Act. To the best of the Subscriber’s knowledge: (i) none of the funds representing

the Purchase Price to be provided by the Subscriber: (A) have been or will be derived from or related to any activity that is deemed criminal

under the laws of Canada, the United States, any International Jurisdiction or any other jurisdiction; or (B) are being tendered on behalf

of a person or entity who has not been identified to the Subscriber; and (ii) it shall promptly notify the Company if the Subscriber discovers

that any of such representations cease to be true, and to provide the Company with appropriate information in connection therewith;

No Financial Assistance or Advice

(dd) the Subscriber has not received and does not expect to receive any financial assistance from the Company, directly or indirectly,

in respect of the Subscriber’s purchase of the Purchased Securities, the offer of Purchased Securities does not constitute a recommendation

to purchase the Purchased Securities or the Underlying Securities or financial product advice and the Company has not had regard to the

Subscriber’s particular objectives, financial situation and needs;

No Advertising

(ee) the Subscriber has not become aware of any advertisement in printed media of general and regular paid circulation or on radio, television

or other form of telecommunication or any other form of advertisement (including electronic display or the Internet including but not

limited to the Company’s website) or sales literature with respect to the distribution of the Purchased Securities or any seminar

or meeting whose attendees have been invited by general solicitation or general advertising;

No Other Fees

(ff) the Subscriber confirms that there is no person acting or purporting to act on behalf of the Subscriber in connection with the transactions

contemplated herein who is entitled to any brokerage or finder’s fee. If any other person establishes a claim that any fee or other

compensation is payable in connection with this subscription for the Purchased Securities on account of the Subscriber’s subscription,

the Subscriber covenants to indemnify and hold harmless the Company with respect thereto and with respect to all costs reasonably incurred

in the defence thereof;

Other Documents

(gg) if required by Securities Laws or by any securities commission, stock exchange or other regulatory authority, the Subscriber will

execute, deliver, file and otherwise assist the Company in filing such reports, undertakings and other documents with respect to the subscription

for and issuance of the Purchased Securities;

Subscriber’s Responsibility for Legal and Financial

Advice

(hh) the Subscriber acknowledges that purchasing, holding and disposing of the Purchased Securities (including the Underlying Securities)

may have legal and tax consequences in any applicable jurisdictions and the Subscriber confirms that it is solely responsible for obtaining

its own legal, tax, investment and other professional advice with respect to the execution, delivery and performance by it of this Subscription

Agreement and the transactions contemplated hereunder including the suitability of the Purchased Securities (including the Underlying

Securities) as an investment for the Subscriber, the tax consequences of purchasing and dealing with the Purchased Securities (including

the Underlying Securities), and the resale restrictions and “hold periods” to which the Purchased Securities (including the

Underlying Securities) are or may be subject under Securities Laws. The Subscriber has not relied upon any statements made by or purporting

to have been made on behalf of the Company or its counsel with respect to such matters;

(ii) the Subscriber acknowledges that all costs and expenses incurred by the Subscriber (including any fees and disbursements of legal

counsel, tax advisors, or other professional advisors retained by the Subscriber) relating to the Subscription shall be borne solely by

the Subscriber;

Registration

(jj) the Subscriber is not engaged in the business of trading in securities or exchange contracts as a principal or agent and does not

hold himself, herself or itself out as engaging in the business of trading in securities or exchange contracts as a principal or agent,

or is otherwise exempt from any requirements to be registered as a dealer under National Instrument 31-103 – Registration Requirements,

Exemptions and Ongoing Registrant Obligations;

Not a Control Person

(kk) the Subscriber is not a Control Person of the Company and will not become a Control Person of the Company by virtue of its subscription

for Purchased Securities or the Underlying Securities hereunder and the Subscriber does not intend to act in concert with any other person

or persons to form a control group of the Company;

Personal Information

(ll) The Subscriber acknowledges that this Subscription Agreement and Schedule “A” attached hereto require the Subscriber to

provide certain personal information relating to the Subscriber to the Company. Such information is being collected and will be used by

the Company for the purposes of completing the Subscription, which includes, without limitation, determining the Subscriber’s eligibility

to purchase the Purchased Securities under Securities Laws, preparing and registering certificates representing securities or arranging

for non-certificated, electronic delivery of same, and completing filings required by any securities regulatory authority or exchange.

Such personal information may be disclosed by the Company to (i) securities regulatory authorities and commissions, or stock exchanges,

(ii) the Company’s registrar and transfer agent, (iii) any government agency (including any taxing authorities), board or other

entity and (iv) any of the other parties involved in this Subscription, including the legal counsel of the Company, and may be included

in record books in connection with this Subscription. By executing this Subscription Agreement, the Subscriber consents to the foregoing

collection, use and disclosure of such personal information;

(mm) the Subscriber acknowledges being notified that if the Subscriber is resident or otherwise subject to the applicable securities legislation

of a jurisdiction in Canada: (i) the Company will deliver to the applicable securities regulatory authority or regulator certain personal

information pertaining to the Subscriber, including such Subscriber’s full name, residential address and telephone number, email

address, the number of Purchased Securities purchased by such Subscriber, the total purchase price paid for such Purchased Securities,

the prospectus exemption relied on and the date of distribution of the Purchased Securities; (ii) such information is being collected

indirectly by the applicable securities regulatory authority or regulator under the authority granted to it in securities legislation;

(iii) such information is being collected for the purposes of the administration and enforcement of the securities legislation of the

local Canadian jurisdiction; and (iv) the Subscriber may contact the public officials listed on Schedule “D” with respect

to questions about the security regulatory authority’s or regulator’s indirect collection of such information;

Company Generally

(nn) the Subscriber acknowledges that the Company has not declared dividends since incorporation and does not have any present intention

to declare or pay any dividends in the foreseeable future;

(oo) the Subscriber is familiar with the aims and objectives of the Company and has been informed of the nature of its activities;

Counsel to the Company

(pp) Bennett Jones LLP is acting solely as Canadian legal counsel to the Company and is not acting as counsel to the Subscriber or assumes

any responsibility or liability of any nature whatsoever for the accuracy or adequacy of any of the information furnished to the Subscriber

in connection with the Subscription.

8. Representations, Warranties and Covenants of the Company

The Company hereby represents and warrants

that:

(a) the Company has good and sufficient power, authority and right to enter into and deliver this Subscription Agreement and the Investor

Rights Agreement, issue the Warrant Certificate and to perform its obligations hereunder and thereunder, and the execution, delivery and

performance of this Subscription Agreement, the Investor Rights Agreement and the Warrant Certificate and the Company’s consummation

of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate action

on the part of the Company;

(b) this Subscription Agreement, the Investor Rights Agreement and the Warrant Certificate constitute valid and binding obligations of

the Company enforceable against the Company in accordance with its terms subject, however, to limitations on enforcement imposed by bankruptcy,

insolvency, reorganization or other laws affecting the enforcement of the rights of creditors and others and to the extent that equitable

remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought;

(c) the entering into of this Subscription Agreement and the Investor Rights Agreement, the issuance of the Warrant Certificate and the

consummation of the transactions contemplated hereby and thereby will not result in the violation of any of the terms and provisions of

the constating documents or by-laws of the Company or any applicable order or ruling of any court, arbitrator or government authority

having jurisdiction over the Company or of any indenture or other agreement, written or oral, to which the Company is a party or by which

it is bound or, to the best of the knowledge of the Company, after due inquiry, of any law or regulation;

(d) the Company (i) has been duly incorporated and organized and is validly existing and in good standing under the laws of the province

of British Columbia, (ii) has all requisite corporate power and authority, and all necessary licences, leases, permits, authorizations

and other approvals to carry on its business as now conducted and to own or lease, and operate, its properties and assets, and (iii) will

have all required corporate power and authority to create, issue, allot, sell and deliver, as applicable, the Unit Shares and the Unit

Warrants at the Closing Time and the Unit Warrant Shares in accordance with the terms of the Warrants, to enter into this Subscription

Agreement and the Warrant Certificate and to carry out the provisions of this Subscription Agreement and the Warrant Certificate required

to be carried out by it;

(e) the Unit Shares when issued by the Company pursuant to this Subscription Agreement against payment of the Purchase Price set forth

herein and the Unit Warrant Shares issuable upon the due exercise of the Unit Warrants in accordance with the terms of the Warrant Certificate,

including payment of the exercise price therefor, will, at the time of issue, be validly issued and outstanding as fully paid and non-assessable

Common Shares;

(f) the Company is, in all material respects, conducting its business in compliance with all applicable laws, rules and regulations of

each jurisdiction in which its business is carried on and is duly licensed, registered or qualified in all jurisdictions in which it owns,

leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets

to be owned, leased and operated;

(g) the execution and delivery of this Subscription Agreement, the performance by the Company and compliance with the terms of this Subscription

Agreement and the issue, sale and delivery of the Purchased Securities by the Company will not result in any breach of, or be in conflict

with or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default

under any term or provision of the constating documents, articles or resolutions of the Company or any material agreement to which the

Company is a party or by which any of them is bound or any judgment, decree, order, statute, rule or regulation applicable to it;

(h) the Company is a "reporting issuer" in each of the provinces and territories of Canada under Canadian Securities Laws, not

included in a list of defaulting reporting issuers maintained by the securities regulatory authorities in such jurisdictions, and in particular,

without limiting the foregoing, the Company has at all times complied in all material respects with its obligations to make timely disclosure

of all material changes and material facts relating to it and there is no material change or material fact relating to the Company which

has occurred and with respect to which the requisite news release has not been disseminated or material change report, as applicable,

has not been filed with the securities regulatory authorities in such jurisdictions, the Company is also obligated to file reports in

the United States pursuant to the U.S. Securities Exchange Act of 1934, and is in compliance with such reporting obligations;

(i) there is no action, suit, proceeding, inquiry or investigation before or brought by any court or Governmental Authority, governmental

instrumentality or body, domestic or foreign, now pending or, to the knowledge of the Company, threatened against or affecting the Company

or any subsidiary which is required to be disclosed in the Public Disclosure Documents, and which if not so disclosed, or which if determined

adversely, would have a Material Adverse Effect, or would materially and adversely affect the consummation of the transactions contemplated

in this Agreement or the performance by the Company of its obligations under the Transaction Documents. The aggregate of all pending legal

or governmental proceedings to which the Company or any Material Subsidiary is a party or of which any of their respective property or

assets is subject, which are not described in the Public Disclosure Documents include only ordinary routine litigation incidental to the

business, properties and assets of the Company and the Material Subsidiaries and would not reasonably be expected to result in a Material

Adverse Effect. There are no judgments or orders against the Company or any of the Material Subsidiaries which are unsatisfied that would

reasonably be expected to have a Material Adverse Effect, nor are there any consent decrees or injunctions to which the Company or the

Material Subsidiaries or their assets, properties or business are subject that would reasonably be expected to have a Material Adverse

Effect;

(j) all tax returns, reports, elections, remittances and payments of the Company and its subsidiaries required by applicable law to have

been filed or made in any applicable jurisdiction, have been filed or made (as the case may be) and are true, complete and correct in

all material respects except where the failure to make such filing, election, or remittance and payment would not result in a Material

Adverse Effect. All taxes of the Company and of its subsidiaries have been paid or accrued in the Financial Statements (except as any

extension may have been requested and granted or where such taxes are being contested in good faith, and in any case in which the failure

to pay or accrue such taxes would not result in a Material Adverse Effect). To the knowledge of the Company, no examination of any tax

return of the Company or its subsidiaries is currently in progress and there are no issues or disputes outstanding with any Governmental

Authority respecting any taxes that have been paid, or may be payable, by the Company or the Material Subsidiaries, except where such

examination, issues or disputes would not reasonably be expected to have a Material Adverse Effect. No tax deficiency has been asserted

against the Company and the Material Subsidiaries which would result in a Material Adverse Effect;

(k) Material Properties and Mining Rights:

(i) the Material Properties are the only material mines, projects or operations currently owned by the Company;

(ii) the Company or one of its subsidiaries is the legal and beneficial owner of, and/or has good and marketable title to the Material

Properties, free and clear of any material Liens or charges;

(iii) all of the Mining Rights associated with the Material Properties have been validly registered and recorded in favour of the Company

or one of its subsidiaries, as applicable, in accordance with all applicable laws and are in good standing, are valid and enforceable,

free and clear of any material Liens or charges, as applicable;

(iv) except for payments made to Governmental Authorities to maintain certain permits and licenses, mining taxes, royalty, participation

and profit-sharing payments as disclosed in the Public Disclosure Documents, neither the Company nor any of its subsidiaries have any

obligation to pay any ongoing commission, license fee or similar payment to any person in respect of the Mining Rights associated with

the Material Properties;

(v) there are no outstanding options, rights of first refusal or other pre-emptive rights of purchase which entitle any person to acquire

any of the rights, title or interests in the Mining Rights associated with the Material Properties;

(vi) (a) the Mining Rights associated with the Material Properties are sufficient to permit the Company and/or its subsidiaries to access,

explore for, extract, exploit, remove, develop, mine, process and refine the mineral deposits, ore bodies and mineral inventories relating

thereto as is currently conducted; (b) the Company and its subsidiaries have all necessary Mining Rights, property rights, surface or

access rights, Water Rights, rights of way, ingress and egress rights and other necessary rights and interests relating to the Material

Properties as are necessary for the conduct of the Company’s or its subsidiaries’ current operations; and (c) there are no

material restrictions on such Mining Rights that would reasonably be expected to have a Material Adverse Effect;

(vii) any and all of the agreements and other documents and instruments pursuant to which the Company or any subsidiary holds the Material

Properties (including any interest in, or right to earn an interest therein), are valid and subsisting agreements, documents or instruments

in full force and effect, enforceable in accordance with the terms thereof (subject to customary qualifications and exceptions), neither

the Company nor any subsidiary is in default of any of the material provisions of any such agreements, documents or instruments nor, to

the knowledge of the Company, is any such default currently being alleged, and such properties and assets are in good standing in all

material respects under the applicable statutes and regulations of the jurisdictions in which they are situated, all leases, licences

and claims pursuant to which the Company or any subsidiary derives the interests thereof in such property and assets are in good standing

and, to the knowledge of the Company, there has been no material default under any such lease, licence or claim and all taxes required

to be paid with respect to such properties and assets to the date hereof have been paid. The Material Properties (or any interest therein,

or right to earn an interest therein) are not subject to any right of first refusal or purchase or acquisition right which is not disclosed

in the Public Disclosure Documents;

(viii) there are no restrictions imposed by any applicable law or by agreement which materially conflict with the proposed operation, exploration,

and/or development of the Material Properties;

(l) in respect of the Material Properties, the Company and its subsidiaries:

(i) have all Material Permits issued by the appropriate federal, provincial, regional, state, local or foreign regulatory agencies or

bodies necessary to carry on the business of the Company and its subsidiaries as it is currently conducted and all of the Material Permits

issued to date are valid and in full force and effect;

(ii) expect that any additional Material Permits that are required to carry out the Company’s and its subsidiaries’ planned

business activities will be obtained in the ordinary course, subject to the risks and uncertainties concerning potential delays as set

out in the Public Disclosure Documents;

(iii) are, and will be, in compliance with the terms and conditions of all Material Permits except where such non-compliance would not reasonably

be expected to have a Material Adverse Effect; and

(iv) have not received any notice of proceedings relating to the revocation or modification of any such Material Permits or any notice

advising of the refusal to grant any Material Permit that has been applied for or is in process of being granted;

(m) the Company is in compliance with the provisions of NI 43-101 in all material respects and has filed all required technical reports

in respect of its Material Properties, which remain current as at the date hereof. The Technical Reports comply in all material respects

with the requirements of NI 43-101 and there is no new material scientific or technical information concerning the Material Properties

since the respective dates thereof that would require a new technical report in respect of any such Material Property to be issued. The

information set forth in the Public Disclosure Documents relating to scientific and technical information, including the estimates of

the mineral resources and mineral reserves of the Material Properties, have been prepared in accordance with Canadian industry standards

set forth in NI 43-101; and the method of estimating the mineral resources and mineral reserves has been verified by mining experts who

are “qualified persons” (within the meaning of NI 43-101) and the information upon which the estimates of mineral resources

and mineral reserves were based, was, at the time of delivery thereof, complete and accurate in all material respects and there have been

no material changes to such information since the date of delivery or preparation thereof, other than the depletion of such mineral resources

and mineral reserves as a result of mining operations and extraction activities conducted by the Company or its subsidiaries at the Material

Properties since such dates of delivery or preparation of such technical reports concerning the Material Properties;

(n) to the knowledge of the Company, the projected capital and operating costs and projected production and operating results relating

to the Material Properties, as summarized in the Public Disclosure Documents are reasonable by the Company in all material respects subject

to the assumptions, qualifications, limitations, risks and uncertainties stated therein;

(o) with respect to the Material Properties:

(i) each of the Company and its subsidiaries is in material compliance with any and all applicable federal, provincial, state, local,

municipal or foreign statute, law, rule, regulation, ordinance, code, policy or any judicial or administrative interpretation thereof,

including any judicial or administrative order, consent decree or judgment, relating to pollution or protection of human health, the environment

(including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without

limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances,

hazardous substances, petroleum or petroleum products (collectively, “Hazardous Materials”) or to the manufacture,

processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental

Laws”), except where the violation would not reasonably be expected, on an individual or aggregate basis, to have a Material

Adverse Effect;

(ii) the Company and its subsidiaries have obtained all licences, permits, approvals, consents, certificates, registrations and other authorizations

under all applicable Environmental Laws (the “Environmental Permits”) necessary as at the date hereof for the operation

of the business as currently carried on by the Company and its subsidiaries, and the Company expects any additional Environmental Permits

that are required to carry out its and its subsidiaries’ planned business activities to be obtained and each Environmental Permit

is valid, subsisting and in good standing and neither the Company nor its subsidiaries are in material default or breach of any Environmental

Permit and no proceeding is pending, or to the knowledge of the Company, after due enquiry, threatened to revoke or limit any Environmental

Permit;

(iii) neither the Company nor any of its subsidiaries have used, except in material compliance with all Environmental Laws and Environmental

Permits in effect at the applicable time, any property or facility which it owns or leases or previously owned or leased, to generate,

manufacture, process, distribute, use, treat, store, dispose of, transport or handle any hazardous substance, and no conditions exist

at, on or under any property now or previously owned, operated or leased by the Company or its subsidiaries which, with the passage of

time, or the giving of notice or both, would give rise to liability under any Environmental Laws, individually or in the aggregate, that

has or may reasonably be expected to have a Material Adverse Effect;

(iv) except for those notices, offences, orders or directions that would not reasonably be expected, on an individual or aggregate basis,

to have a Material Adverse Effect: (a) neither the Company nor any of its subsidiaries nor to the knowledge of the Company, after due

enquiry, if applicable, any predecessor companies, have received any notice of, or been prosecuted for an offence alleging, non-compliance

with any Environmental Laws, and neither the Company nor its subsidiaries nor to the knowledge of the Company, if applicable, any predecessor

companies have settled any allegation of non-compliance short of prosecution; and (b) there are no orders or directions relating to environmental

matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the

Company or its subsidiaries, nor has the Company or any of its subsidiaries received notice of any of the same;

(v) all exploration, development, mining and processing operations

on the Material Properties, including all operations and activities relating to the development, construction and commissioning of the

Material Properties, have been conducted in all material respects in accordance with all applicable material workers’ compensation

and health and safety and workplace laws, regulations and policies;

(vi) except as ordinarily or customarily required by applicable permit or where it would not reasonably be expected, on an individual or

aggregate basis, to have a Material Adverse Effect, neither the Company nor any of its subsidiaries have received any notice wherein it

is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective

action under any law including any Environmental Laws; and

(vii) there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or its subsidiaries except for

ongoing audits, evaluations, assessments, studies or tests conducted by or on behalf of the Company in the ordinary course;

(p) (i) there are no material claims or actions with respect to Indigenous rights currently threatened or, to the knowledge of the Company,

after due enquiry, pending with respect to the Company or its subsidiaries or any of the property interests of the Company or its subsidiaries;

(ii) the Company is not aware of any material land entitlement claims or aboriginal land claims having been asserted; (iii) the Company

is not aware of any legal actions relating to aboriginal or community issues having been instituted with respect to the Material Properties;

and (iv) no material dispute between the Company or any subsidiary and any local Indigenous group exists or, to the knowledge of the Company,

is threatened or imminent with respect to any of the Company’s properties or activities, in each such case which would reasonably

be expected to have a Material Adverse Effect;

(q) the Company and its subsidiaries own or possess sufficient trademarks, trade names, patent rights, copyrights, licenses, approvals,

trade secrets and other similar rights (collectively, “Intellectual Property Rights”) reasonably necessary to conduct

their businesses as now conducted; and the expected expiration of any of such Intellectual Property Rights would not result in a Material

Adverse Effect. Neither the Company nor any of its subsidiaries has received any notice of infringement or conflict with asserted Intellectual

Property Rights of others, which infringement or conflict, if the subject of an unfavorable decision, would reasonably be expected to

result in a Material Adverse Effect;

(r) the Company agrees to use the proceeds from the sale of the Purchased Securities to the Subscriber (the “Elmet Proceeds”)

solely in connection with the Springer Project, with all mine and mill proceeds earmarked for tungsten development purposes only. The

Company shall not apply any portion of the Elmet Proceeds to activities unrelated to the Springer Project without the prior written consent

of the Subscriber. The Subscriber shall have audit rights to confirm the Company’s compliance with the foregoing commitment.

(s) the issued and outstanding Common Shares of the Company are listed and posted for trading on the TSXV and the Nasdaq Capital Market,

the Company is not in default of any of the listing requirements of the TSXV or the Nasdaq Capital Market in any material respect, and

no order ceasing or suspending trading in any securities of the Company or prohibiting the issue, sale and delivery (as applicable) of

the Purchased Securities or the trading of any of the Company’s issued securities has been issued and no proceedings for such purpose

are, to the knowledge of the Company, pending or threatened, and the Company has not taken any actions which are likely or are expected

to result in such a proceeding or in the delisting or suspension of the Company by the TSXV or the Nasdaq Capital Market; and

(t) no consent, approval, authorization, order, registration or qualification of or with any court, governmental authority or the shareholders

of the Company is required for the execution, delivery and performance by the Company of this Subscription Agreement, except for such

consents, approvals, authorizations, orders and registrations or qualifications as may be required under Securities Laws, or rules of

the TSXV or the Nasdaq Capital Market in connection with the sale of the Purchased Securities.

Indemnification

Survival

(a) All representations and warranties of the Company and the Subscriber

contained in this Subscription Agreement (including all schedules and exhibit hereto and all certificates, documents, instruments and

undertakings furnished pursuant to this Subscription Agreement) shall survive the Closing and continue in full force and effect for the

benefit of the Company or the Subscriber, as applicable for a period of two years following the Closing Date. For greater certainty, and

without limiting the generality of the foregoing, the provisions contained in this Agreement in any way related to the indemnification

in this Section 9 shall survive and continue in full force and effect, indefinitely, subject only to the applicable limitation period

prescribed by law.

Indemnification by the Company

(b) The Company shall indemnify, defend and hold harmless the Subscriber, and its respective affiliates, any

assignee or successor thereof, and each officer, director, manager, employee, agent and representative of each of the foregoing (collectively,

“Subscriber Indemnified Parties”, each of whom is an express third party beneficiary of the applicable provisions of

this Section 8) from and against, and pay or reimburse the Subscriber Indemnified Parties for, any and all losses, actions, orders, liabilities,

damages, diminution in value, taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses (including reasonable

expenses of investigation and court costs and reasonable attorneys’ fees and expenses), (any of the foregoing, a “Loss”)

suffered or incurred by, or imposed upon, any Subscriber Indemnified Party arising in whole or in part out of or resulting directly or

indirectly from:

(i) any breach of any representation, covenant, obligation or warranty of the Company in this Subscription

Agreement; and

(ii) enforcing the Subscriber Indemnified Parties’ indemnification rights provided for hereunder.

Indemnification Procedures

to the Person or Persons indemnified, or entitled, or claiming to be entitled, to be indemnified, pursuant to the provisions of Section

9(b), and (ii) the term “Indemnitor” shall refer to the Person or Persons having the obligation to indemnify pursuant

to such provisions.

(d) In the case of any claim for indemnification under this Subscription Agreement arising from a claim of

a third party (including any governmental authority), an Indemnitee must give prompt written notice and, subject to the following sentence,

in no case later than thirty (30) days after the Indemnitee’s receipt of notice of such claim, to the Subscriber or the Company

of any claim of which such Indemnitee has knowledge and as to which it may request indemnification hereunder. The failure to give such

notice will not, however, relieve an Indemnitor of its indemnification obligations except to the extent that the Indemnitor is actually

harmed thereby. The Indemnitor will have the right to defend and to direct the defense against any such claim in its name and at its expense,

and with counsel selected by the Indemnitor unless (i) there is a conflict of interest between the Indemnitee and the Indemnitor in the

conduct of such defense, (ii) the applicable third party alleges claims of fraud, willful misconduct or intentional misrepresentation,

or (iii) such claim is criminal in nature, could reasonably be expected to lead to criminal proceedings, or seeks an injunction or other

equitable relief against the Indemnitee. If the Indemnitor elects, and is entitled, to compromise or defend such claim, it will within

fifteen (15) days (or sooner, if the nature of the claim so requires) notify the Indemnitee of its intent to do so, and the Indemnitee

will, at the request and expense of the Indemnitor, cooperate in the defense of such claim. If the Indemnitor elects not to, or is not

entitled under this Section 9(d) to, compromise or defend such claim, or fails to notify the Indemnitee of its election as herein provided,

the Indemnitee may pay, compromise or defend such claim. Notwithstanding anything to the contrary contained herein, the Indemnitor will

have no indemnification obligations with respect to any such claim which has been or will be settled by the Indemnitee without the prior

written consent of the Indemnitor (which consent will not be unreasonably withheld, delayed or conditioned); provided, however, that notwithstanding

the foregoing, the Indemnitee will not be required to refrain from paying any claim which has matured by a court judgment or decree, unless

an appeal is duly taken therefrom and exercise thereof has been stayed, nor will it be required to refrain from paying any claim where

the delay in paying such claim would result in the foreclosure of a Lien upon any of the property or assets then held by the Indemnitee

or where any delay in payment would cause the Indemnitee material economic loss. The Indemnitor’s right to direct the defense will

include the right to compromise or enter into an agreement settling any claim by a Third Party; provided that no such compromise or settlement

will obligate the Indemnitee to agree to any settlement that requires the taking or restriction of any action (including the payment of

money and competition restrictions) by the Indemnitee (other than the delivery of a release for such claim and customary confidentiality

obligations) or that includes any admission as to fault, culpability or failure to act on the part of the Indemnitee, except with the

prior written consent of the Indemnitee. Notwithstanding the Indemnitor’s right to compromise or settle in accordance with the immediately

preceding sentence, the Indemnitor may not settle or compromise any claim over the objection of the Indemnitee; provided, however, that

consent by the Indemnitee to settlement or compromise will not be unreasonably withheld, delayed or conditioned. The Indemnitee will have

the right to participate in the defense of any claim with counsel selected by it subject to the Indemnitor’s right to direct the

defense. The fees and disbursements of such counsel will be at the expense of the Indemnitee; provided, however, that, in the case of

any claim which seeks injunctive or other equitable relief against the Indemnitee, the fees and disbursements of such counsel will be

at the expense of the Indemnitor.

(e) Any indemnification claim that does not arise from a third-party claim must be asserted by a written notice

to the Company. The recipient of such notice will have a period of thirty (30) days after receipt of such notice within which to respond

thereto. If the recipient does not respond within such thirty (30) days, the recipient will be deemed to have accepted responsibility

for the Losses set forth in such notice and will have no further right to contest the validity of such notice. If the recipient responds

within such thirty (30) days after the receipt of the notice and rejects such claim in whole or in part, the party delivering will be

free to pursue such remedies as may be available to it under this Subscription Agreement or applicable Law.

General Indemnification Provisions

(f) Notwithstanding anything in this Subscription Agreement to the contrary, for purposes of application of

the indemnification provisions of this Section 9, the amount of any Loss arising from the breach of any representation, warranty, covenant,

obligation or agreement contained in this Subscription Agreement shall be the entire amount of any Loss actually incurred by the respective

Indemnitee as a result of such breach and not just that portion of the Loss that exceeds the relevant level of materiality, if any.

(g) Any indemnification obligation of an Indemnitor under this Section 9 will be paid in cash within three

(3) Business Days after the receipt of written confirmation of such obligation in accordance with Section 9(b).

10.

General

(a) Headings: The division of this Subscription Agreement into articles and sections and the insertion of headings are for convenience

of reference only and will not affect the construction or interpretation of this Subscription Agreement. The terms “this Subscription

Agreement,” “hereof,” “hereunder”, “herein” and similar expressions refer to this Subscription

Agreement and not to any particular article, section or other portion hereof and include any agreement supplemental thereto and any Schedules

and appendices attached hereto. Unless something in the subject matter or context is inconsistent therewith, reference herein to articles,

sections and paragraphs are to articles, sections, subsections and paragraphs of this Subscription Agreement.

(b) Number and Gender: Words importing the singular number only will include the plural and vice versa, words importing

the masculine gender will include the feminine gender and neuter and vice versa.

(c) Severability: If one or more of the provisions contained in this Subscription Agreement will be invalid, illegal or unenforceable

in any respect under any applicable law, the validity, legality or enforceability of the remaining provisions hereof will not be affected

or impaired thereby. Each of the provisions of this Subscription Agreement is hereby declared to be separate and distinct.

(d) Subscriber’s Costs: The Subscriber acknowledges and agrees that all costs incurred by the Subscriber, including any fees

and disbursements of any counsel retained by the Subscriber relating to the purchase and sale of the Purchased Securities issued hereunder

shall be borne by the Subscriber.

(e) Notices: All notices or other communications to be given hereunder will be delivered by hand or by e-mail, and if delivered

by hand, will be deemed to have been given on the date of delivery or, if sent by email, on the date of transmission if sent before 5:00

p.m. (Toronto time) and such day is a Business Day or, if not, on the first Business Day following the date of transmission.

Notices to the Company will be addressed to:

Blue Moon Metals Inc.

550 – 220 Bay Street

Toronto, Ontario M5J 2W4

Attention: [*]

Email: [*]

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

Bennett

Jones LLP

3400 One First Canadian Place

Toronto, ON M5X 1A4

Attention : [*] and [*]

Email : [*] and [*]

Notices to the Subscriber will be addressed to the address

of the Subscriber set out on the execution pages hereof.

Either the Company or the Subscriber may change its address

for service aforesaid by notice in writing to the other party hereto specifying its new address for service hereunder.

(f) Further Assurances: Each party hereto will from time to time at the request of the other party hereto do such further acts

and execute and deliver such further instruments, deeds and documents as will be reasonably required in order to fully perform and carry

out the provisions of this Subscription Agreement. The parties hereto agree to act honestly and in good faith in the performance of their

respective obligations hereunder.

(g) Successors and Assigns: Except as otherwise provided, this Subscription Agreement will enure to the benefit of and will be

binding upon the parties hereto and their respective successors and permitted assigns.

(h) Entire Agreement: The terms of this Subscription Agreement, the Investor Rights Agreement and the Warrant Certificate express

and constitute the entire agreement between the parties hereto with respect to the subject matter hereof and thereof, and no implied term

or liability of any kind is created or will arise by reason of anything in this Subscription Agreement, the Investor Rights Agreement

or the Warrant Certificate, as applicable.

(i) Time of Essence: Time is of the essence of this Subscription Agreement.

(j) Amendments: Neither this Subscription Agreement nor any provision hereof shall be modified, changed, discharged or terminated

except by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought.

(k) Survival: This Subscription Agreement, including without limitation the representations, warranties and covenants contained

herein and in each applicable Schedule, shall survive and continue in full force and effect and be binding upon the Company and the Subscriber,

notwithstanding the completion of the purchase of the Purchased Securities by the Subscriber pursuant hereto, or the subsequent disposition

of the Purchased Securities by the Subscriber.

(l) Governing Law: This Subscription Agreement will be governed by and construed in accordance with the laws of the Province of

Ontario and the federal laws of Canada applicable therein and the parties hereto irrevocably attorn to the jurisdiction of the courts

of the Province of Ontario.

(m) Counterparts and Delivery: This Subscription Agreement may be executed in two or more counterparts which when taken together

will constitute one and the same agreement. Delivery of counterparts may be effected by PDF, DocuSign, email or other electronic transmission

thereof.

(n) Electronic Copies: The Company will be entitled to rely on an electronically scanned PDF, DocuSign, or an emailed copy of an

executed Agreement and acceptance by the Company of such electronic or facsimile subscription will be legally effective to create a valid

and binding agreement between the Subscriber and the Company in accordance with the terms thereof.

(o) Assignment: This Subscription Agreement may not be assigned by either party except with the prior written consent of the other

party hereto.

(p) Language: The Subscriber acknowledges that it has consented to and requested that all documents evidencing or relating in any

way to the sale of the Purchased Securities be drawn up in the English language only. Le souscripteur reconnaît par les présentes

avoir consenti et exigé que tous les documents faisant foi ou se rapportant de quelque manière à la vente des bons

de unités soient rédigés en anglais seulement.

If the foregoing is in accordance with

your understanding, please sign and return this Subscription Agreement together with the other required documents signifying your agreement

to purchase the Purchased Securities.

SCHEDULE “A”

United

States Accredited Investor

ANNEX 3 - FORM OF DECLARATION FOR REMOVAL OF

U.S. LEGEND

SCHEDULE “B”

TSX

Venture Exchange Form 4C, Corporate Placee Registration Form

SCHEDULE “C”

FORM OF INVESTOR RIGHTS AGREEMENT

SCHEDULE “D”

CONTACT INFORMATION – PROVINCIAL

AND TERRITORIAL SECURITIES REGULATORY AUTHORITIES

EX-10.2 — INVESTOR RIGHTS AGREEMENT, DATED OCTOBER 16, 2026, BY AND BETWEEN THE ELMET GROUP CO. AND BLUE MOON METALS INC

EX-10.2

Filename: ea030911401ex10-2.htm · Sequence: 3

Exhibit 10.2

INVESTOR

RIGHTS AGREEMENT

THE

ELMET GROUP CO.

and

BLUE

MOON METALS INC.

October

16, 2026

TABLE

OF CONTENTS

ARTICLE

INTERPRETATION

1.1

Defined Terms

1.2

Rules of Construction

1.3

Entire Agreement

1.4

Time of Essence

1.5

Governing Law and Submission to Jurisdiction

1.6

Severability

ARTICLE

PARTICIPATION

RIGHTS

2.1

Notice of Issuances

2.2

Grant of Participation Right

2.3

Exercise Notice

2.4

Issuance of Offered Securities

2.5

Closing of Investor Tranche

2.6

Issuances Not Subject to Participation Right

ARTICLE

BOARD

NOMINATION RIGHTS

3.1

Board Nomination Right

3.2

Nomination Procedures

3.3

Observer Rights

3.4

Replacement

3.5

Compensation and Other Matters

3.6

Written Consent or Resolution

ARTICLE

REPRESENTATIONS AND

WARRANTIES

4.1

Representations and Warranties of the Company

4.2

Representations and Warranties of the Investor

ARTICLE

COVENANTS

5.1

Reporting Issuer Status and Listing of Common Shares

5.2

No Conflict With Shareholders’ Rights Plan or

Advance Notice By-Law

5.3

Subsidiary Security Issuances

5.4

Grant of Third Party Participation Rights

ARTICLE

MISCELLANEOUS

6.1

Termination

6.2

Right to Information

6.3

Notices

6.4

Amendments and Waivers

6.5

Assignment

6.6

Successors and Assigns

6.7

Expenses

6.8

Public Disclosure

6.9

Confidentiality

6.10

Further Assurances

6.11

Right to Injunctive Relief

6.12

Counterparts

-i-

INVESTOR

RIGHTS AGREEMENT

THIS

AGREEMENT is dated October 16, 2026 (the “Effective Date”),

BETWEEN:

THE

ELMET GROUP CO.,

corporation organized under the laws of Delaware,

(hereinafter

referred to as the “Investor”),

and -

BLUE

MOON METALS INC.,

corporation existing under the laws of British Columbia,

(hereinafter

referred to as the “Company”).

WHEREAS

the Company and the Investor entered into the Letter Agreement (as defined herein), setting forth the terms on which, among other things,

the Investor will make an equity investment in the Company;

AND

WHEREAS pursuant to the Letter Agreement, the Investor has agreed to subscribe for and purchase 3,500,000 units of the Company (each,

a “Unit”) at a price of $10.00 per Unit, each Unit consisting of one Common Share (as defined herein) and one Warrant

(as defined herein) (the “Equity Investment”);

AND

WHEREAS the Company and the Investor will enter into a subscription agreement dated October 16, 2026 in respect of the Equity Investment,

(the “Subscription Agreement”);

AND

WHEREAS, in connection with the Equity Investment, the Company has agreed to grant certain rights set out herein to the Investor,

on the terms and subject to the conditions set out herein;

NOW

THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants and agreements of the parties herein contained

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

(a) 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:

“Act”

means the Business Corporations Act (British Columbia);

“Affiliate”

shall have the meaning ascribed to such term in the Act, as in effect on the date of this Agreement;

“Applicable

Laws” means with respect to any person, any domestic, foreign, federal, provincial, state, county or municipal or local law,

rule or regulation, including any statute, regulation, rule or subordinate legislation or treaty or common law and any rule, decree,

policy or enactment of any Governmental Authority that is binding or applicable to such person;

“Board”

means the board of directors of the Company;

“Bought

Deal” means: (a) a fully underwritten offering pursuant to which an underwriter has committed to purchase securities of the

Company pursuant to a “bought deal” letter prior to the filing of a preliminary prospectus or prospectus supplement, as the

case may be; or (b) a distribution pursuant to an overnight marketed offering;

“Business

Day” means a day upon which banks are open for business in Vancouver, British Columbia or Toronto, Ontario, other than Saturday,

Sunday or a public holiday;

“Change

of Control” means any person, or group of persons acting jointly or in concert, acquiring, whether by take-over bid, plan of

arrangement, merger, amalgamation, scheme, reverse take-over or other similar transaction structure, beneficial ownership of or control

or direction over a majority of the outstanding Common Shares, and for the avoidance of doubt includes any exchange arrangement or cancellation

of Common Shares or other transaction structure which has substantially the same effect as any of the preceding transactions enumerated

in this definition;

“Common

Shares” means the common shares in the capital of the Company issued and outstanding from time to time and includes any common

shares that may be issued hereafter;

“Company”

shall have the meaning set out in the preamble hereto;

“Confidential

Information” shall have the meaning set out in Section 6.9;

“Consents”

means all consents, approvals, permits, licences, waivers of rights of first refusal or waivers of due on sale clauses or other waivers,

as applicable, from any party to any contract or any Governmental Authority, in each case, necessary in connection with the execution

of this Agreement or the performance of any terms hereof or any document delivered pursuant hereto or the completion of any of the transactions

contemplated by this Agreement;

“Constating

Documents” means, with respect to any person, its articles or certificate of incorporation, amendment, amalgamation or continuance,

memorandum and articles of association, notice of articles, letters patent, supplementary letters patent, by-laws, or articles, partnership

agreement, limited liability corporation or social agreement or other similar document, and all unanimous shareholder agreements, other

shareholder agreements, voting trusts, pooling and/or syndicated agreements and similar contracts, arrangements and understandings applicable

to the person’s securities, all as amended, supplemented, restated and replaced from time to time;

-2-

“Convertible

Securities” means any security convertible, exchangeable or exercisable for or into, with or without consideration, Common

Shares or other equity or voting securities of the Company, including any warrants, options or other rights issued by the Company and,

for certainty, including any securities issued under any equity incentive compensation arrangements;

“Dilutive

Issuance” shall have the meaning set out in Section 2.3(a)(i);

“Director

Election Meeting” shall have the meaning set out in Section 3.1(a)(i);

“Effective

Date” shall have the meaning set out in the preamble hereto;

“Exchange”

means the TSXV or such other stock exchange on which the Common Shares are, at the relevant time, listed for trading;

“Excluded

Event” shall have the meaning set out in Section 2.8;

“Exercise

Notice” shall have the meaning set out in Section 2.4(a);

“Governmental

Authority” means any: (a) multinational, federal, provincial, state, regional, municipal, local or other government, governmental

or public department, ministry, central bank, court, tribunal, arbitral body, bureau or agency, domestic or foreign; (b) subdivision,

agent, commission, board, or authority of any of the foregoing; or (c) quasi-governmental or private body exercising any regulatory,

expropriation or taxing authority under or for the account of any of the foregoing, including any stock exchange or self-regulatory authority

and, for certainty, the Securities Regulatory Authorities ;

“Investor”

shall have the meaning set out in the preamble hereto;

“Investor

Tranche” shall have the meaning set out in Section 2.6(c);

“Issuance”

shall have the meaning set out in Section 2.1;

“Letter

Agreement” means the binding letter agreement dated September 11, 2026, among the Investor, the Company, Blue Moon (Springer)

Inc. and EQ Resources Limited;

“Notice

Period” shall have the meaning set out in Section 2.4(a);

“Offered

Securities” means any equity or voting securities of the Company or Convertible Securities;

“Offering”

shall have the meaning set out in Section 2.1;

“Offering

Notice” shall have the meaning set out in Section 2.1;

“Ownership

Condition” means that the Investor and its Affiliates collectively hold, directly or indirectly, at least forty percent (40%)

of the Transaction Equity;

-3-

“Ownership

Percentage” means, at any time, the Investor’s percentage ownership interest in the equity capital of the Company, which

shall be calculated by dividing (y) the number of Common Shares held, directly or indirectly, by the Investor and its Affiliates (excluding

any Common Shares that are issuable upon the exercise, exchange or conversion of Convertible Securities held by the Investor and its

Affiliates), by (z) the total number of Common Shares issued and outstanding at such time (excluding any Common Shares that are issuable

upon the exercise, exchange or conversion of all outstanding Convertible Securities);

“Participation

Right” shall have the meaning set out in Section 2.2;

“person”

means and includes any individual, company, limited partnership, general partnership, joint stock company, limited liability company,

joint venture, association, company, trust, bank, trust company, pension fund, business trust or other organization, whether or not a

legal entity and any Governmental Authority;

“Representatives”

means, in respect of any person, the directors, officers, employees consultants and professional advisors of such person;

“Reporting

Jurisdictions” means Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince

Edward Island, Saskatchewan, and the United States of America;

“Securities

Laws” means the applicable securities legislation of each of the provinces and territories of Canada, the United States of

America and all published regulations, policy statements, orders, rules, instruments, rulings and interpretation notes issued thereunder

or in relation thereto, as the same may hereafter be amended from time to time or replaced;

“Securities

Regulatory Authorities” means the securities regulatory authority of each of the Reporting Jurisdictions and any Exchange;

“Top-up

Notice” shall have the meaning set out in Section 2.3(b);

“Top-up

Offering” shall have the meaning set out in Section 2.3(c);

“Top-up

Right” shall have the meaning set out in Section 2.3(a)(i);

“Top-up

Shares” shall have the meaning set out in Section 2.3(a)(i);

“Top-up

Threshold” shall have the meaning set out in Section 2.3(a)(ii);

“Springer

Project” means the Company’s Springer tungsten project in Pershing County, Nevada, comprised of prospective exploration

grounds, a mine, mill, and an existing ammonium paratungstate plant;

“Subscription

Agreement” shall have the meaning set out in the preamble hereto;

“TEG

Nominee” shall have the meaning set out in Section 3.1(a)(i);

-4-

“Third

Party Participation Right” shall have the meaning set out in Section 4.1(f);

“Transaction

Equity” means the Common Shares issued to the Investor pursuant to the Subscription Agreement, together with any Common Shares

issued upon exercise of Warrants issued pursuant to the Subscription Agreement, as adjusted for stock splits, consolidations and similar

events;

“TSXV”

means the TSX Venture Exchange;

“Unit”

shall have the meaning set out in the preamble hereto;

“Upsize

Notice” shall have the meaning set out in Section 2.4(b);

“Upsize

Option” shall have the meaning set out in Section 2.4(b); and

“Warrant”

means a common share purchase warrant of the Company entitling the holder thereof to purchase one Common Share of the Company at a price

of $10.80 per Common Share for a period of 36 months following the date of issuance.

1.2 Rules

of Construction

Except

as may be otherwise specifically provided in this Agreement and unless the context otherwise requires, in this Agreement:

(a) the

terms “Agreement”, “this Agreement”, “the Agreement”,

“hereto”, “hereof”, “herein”, “hereby”, “hereunder”

and similar expressions refer to this Agreement in its entirety and not to any particular

provision hereof;

(b) references

to an “Article” or “Section” followed by a number or letter refer

to the specified Article or Section to this Agreement;

division of this Agreement into articles and sections and the insertion of headings are for

convenience of reference only and shall not affect the construction or interpretation of

this Agreement;

(d) words

importing the singular number only shall include the plural and vice versa and words importing

the use of any gender shall include all genders;

(e) the

word “including” is deemed to mean “including without limitation”;

(f) the

terms “party” and “the parties” refer to a party or the parties to

this Agreement;

(g) any

reference to this Agreement means this Agreement as amended, modified, replaced or supplemented

from time to time;

(h) any

reference to a statute, regulation or rule shall be construed to be a reference thereto as

the same may from time to time be amended, re-enacted or replaced, and any reference to a

statute shall include any regulations or rules made thereunder;

(i) all

dollar amounts refer to Canadian dollars;

-5-

(j) any

time period within which a payment is to be made or any other action is to be taken hereunder

shall be calculated excluding the day on which the period commences and including the day

on which the period ends; and

(k) whenever

any action is required to be taken or period of time is to expire on a day other than a Business

Day, such action shall be taken or period shall expire on the next following Business Day.

1.3 Entire

Agreement

This

Agreement and the Subscription Agreement constitute the entire agreement between the parties with respect to the subject matter hereof

and thereof and supersede all prior agreements, understandings, negotiations and discussions, whether written or oral. There are no conditions,

covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating

to the subject matter hereof except as provided in the aforesaid agreements.

1.4 Time

of Essence

Time

shall be of the essence of this Agreement.

1.5 Governing

Law and Submission to Jurisdiction

(a) This Agreement shall be interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the laws of the Province of Ontario and the federal laws of Canada applicable therein.

(b) Each of the parties irrevocably and unconditionally: (i) submits to the exclusive jurisdiction of the courts of the Province of Ontario in the City of Toronto over any action or proceeding arising out of or relating to this Agreement; (ii) waives any objection that it might otherwise be entitled to assert to the jurisdiction of such courts; and (iii) agrees not to assert that such courts are not a convenient forum for the determination of any such action or proceeding.

1.6 Severability

any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect,

all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance

of the transactions contemplated hereby is not affected in any manner materially adverse to either party. Upon such determination that

any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this

Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions

contemplated hereby are fulfilled to the extent possible.

-6-

Article 2

Participation and top-up RightS

2.1 Notice

of Issuances

the Company proposes to issue (an “Issuance”) any Offered Securities for cash proceeds (excluding cash proceeds realized

by the Company upon the exercise of Convertible Securities) pursuant to a public offering, a private placement, or otherwise (each, an

“Offering”) at any time after the date of this Agreement, the Company shall, as soon as possible after the public

announcement of the Offering, but in any event not later than the earlier of: (a) the date on which the Company files a preliminary prospectus,

registration statement or other offering document in connection with an Issuance that constitutes a public offering of Offered Securities;

and (b) seven (7) Business Days prior to the expected completion date of the Issuance, give written notice of the Issuance (the “Offering

Notice”) to the Investor that includes full particulars of the Offering, including the number of Offered Securities, the rights,

privileges, restrictions, terms and conditions of the Offered Securities, the per Offered Security consideration for which the Offered

Securities are proposed to be issued under the Offering a detailed summary of the expected use of proceeds of the Offering and the expected

closing date of the Offering. The Offering Notice shall also include the total number of issued and outstanding Common Shares as of the

date of the Offering Notice and copies of any investor presentation, prospectus, registration statement or offering memorandum or similar

disclosure document, subscription agreement and other materials delivered by, or proposed to be delivered by, the Company (or by any

agent or investment dealer acting on behalf of the Company) to potential purchasers under the Offering.

2.2 Grant

of Participation Right

long as the Ownership Condition is met, the Investor (directly or through an Affiliate) shall have the right (the “Participation

Right”) to subscribe for and to be issued as part of an Offering at the subscription price per Offered Security pursuant to

the Offering and otherwise on substantially the terms and conditions as those offered to the other potential subscribers under the Offering:

(a) in

the case of an Offering of Common Shares, up to such number of Common Shares that will allow

the Investor to maintain or acquire, as applicable, up to the greater of: (A) an Ownership

Percentage that is the same as the Ownership Percentage that the Investor had immediately

prior to completion of such Offering; and (ii) an Ownership Percentage equal to 9.9%, in

each case after giving effect to the Offering; and

(b) in

the case of an Offering of Offered Securities (other than Common Shares), up to such number

of Offered Securities that will (after giving effect to such Offering and assuming, for all

purposes of this Section 2.2(b), the conversion, exercise or exchange of all of the convertible,

exercisable or exchangeable Offered Securities issued in connection with the Offering and

issuable pursuant to this Section 2.2) allow the Investor to maintain or acquire, as applicable,

up to the greater of: (i) an Ownership Percentage that is the same as the Ownership Percentage

that the Investor had immediately prior to completion of such Offering; or (ii) an Ownership

Percentage equal to 9.9%, in each case after giving effect to the Offering;

provided

that, if the Investor is prohibited by Securities Laws or other Applicable Laws or the rules of any applicable stock exchange

from participating on substantially the terms and conditions of the Offering, the Company shall use commercially reasonable efforts to

enable the Investor to participate on terms and conditions that are as substantially similar as circumstances permit. The Investor further

acknowledges and understands that, as a result of the provision to it of the participation rights provided herein, in the event of an

Offering pursuant to a registration statement filed with the U.S. Securities and Exchange Commission, the Investor will not be able to

participate in such registered offering, but will instead be entitled to purchase the securities offered in such Offering in a substantially

contemporaneous private placement, on terms no less favorable, in the aggregate than those offered to investors in the registered offering

(other than in respect of restrictions on transfer under Securities Laws or other Applicable Laws), subject to the execution of customary

documentation in respect thereof.

the number of Offered Securities to be issued by the Company pursuant to the Offering (after giving effect to such Offering and assuming,

for all purposes of this Section 2.2, the conversion, exercise or exchange of all of the convertible, exercisable or exchangeable Offered

Securities issued in connection with the Offering and issuable pursuant to this Section 2.2) is less than 2.5% of the outstanding Common

Shares immediately prior to such Offering, then the Investor shall have the right to defer the exercise of the Participation Right to

the date of the next Top-up Notice.

2.3 Top-up

Offering

(a) Without limiting Section 2.2 and subject to the terms of this Section 2.3:

(i) the

Investor (directly or through an Affiliate) shall have the right (the “Top-up Right”)

to subscribe for and to be issued, in connection with the issuance of Common Shares on the

conversion, exercise or exchange of Convertible Securities or pursuant to any other contract,

agreement or understanding that provides for the issuance of Common Shares excluding contracts

and agreements pursuant to which the Investor has the right to exercise its Participation

right pursuant to Section 2.2 above (e.g., as consideration for acquisitions or the payment

of professional fees, etc.) (a “Dilutive Issuance”), up to such number

of Common Shares that will allow the Investor to maintain or acquire, as applicable an Ownership

Percentage that is the same as the Ownership Percentage that the Investor would have had

but for the Dilutive Issuance referenced in the Top-up Notice, after giving effect to such

Dilutive Issuance and as adjusted to account for any exercise, non-exercise, or deferral

of the Participation Right since the date of the last Top-up Notice (the “Top-up

Shares”); and

(ii) the

Top-up Right shall be exercisable from time to time following Dilutive Issuances that result

in the reduction of the Investor’s Ownership Percentage by at least 1.0%, in the aggregate

(the “Top-up Threshold”), which shall be calculated by aggregating all

Dilutive Issuances that occurred in each case from the later of (A) the date of this Agreement

and (B) the date of the last Top-up Notice.

-7-

(b) Subject to Section 2.3(d), within 10 Business Days of the end of each fiscal quarter during which one or more Dilutive Issuances occurred resulting in the Top-up Threshold being achieved, the Company shall deliver a written notice (a “Top-up Notice”) to the Investor containing the number of Convertible Securities converted, exercised or exchanged into Common Shares or the number of Common Shares issued pursuant to any other contract, agreement or understanding, and the total number of issued and outstanding Common Shares following such Dilutive Issuances, in each case from the later of: (i) the date of this Agreement; and (ii) the date of the last Top-up Notice.

(c) If the Investor delivers an Exercise Notice in accordance with Section 2.4, the Company shall, subject to Section 2.5 and in accordance with the provisions of this Article 2, promptly and in any event within 30 days of the date on which the relevant Top-up Notice was delivered, complete an offering to the Investor of the number of Top-up Shares the Investor wishes to subscribe for pursuant to the Top-up Right, as specified in the Exercise Notice, at an offering price per Top-up Share equal to the volume-weighted average trading price of the Common Shares on the Exchange for the five (5) trading days prior to the date the Top-up Notice was delivered to the Investor, subject to, in each case, any required prior approval of the Exchange and Securities Laws (each, a “Top-up Offering”) and otherwise on terms and conditions contained in a written subscription agreement in form and substance satisfactory to the Investor and the Company, each acting reasonably. Each Top-up Offering shall be an offering of Common Shares.

(d) Notwithstanding Section 2.3(a), 2.3(b) or 2.3(c), if a Top-up Threshold is achieved in, or is determined by the Company, acting reasonably, to be likely to be achieved, prior to the end of a fiscal quarter and prior to setting the record date for any meeting of shareholders, the Company shall deliver a Top-up Notice to the Investor and, if the Investor delivers an Exercise Notice in accordance with Section 2.4 in response to a Top-up Notice delivered pursuant to this Section 2.3(d), the Company shall, subject to Section 2.5 and in accordance with the provisions of this Article 2, promptly, and in any event prior to declaring the record date for such shareholder meeting, complete a Top-up Offering to the Investor.

2.4 Exercise

Notice

(a) If

the Investor wishes to exercise the Participation Right or Top-up Right, the Investor shall give written notice to the Company (the “Exercise

Notice”) of its intention to exercise such right and of the number of Offered Securities or Top-Up Shares the Investor wishes

to subscribe for and purchase pursuant to the Participation Right or the Top-up Right, as applicable. The Investor shall deliver an Exercise

Notice to subscribe to the Offering or issuance of Top-up Shares, within five (5) Business Days after the date of receipt of an Offering

Notice, or in the case of a public offering that is a Bought Deal, within one (1) Business Day of receipt of an Offering Notice or Upsize

Notice (the “Notice Period”), failing which the Investor will not be entitled to exercise the Participation Right

or Top-up Right in respect of such Offering, Issuance or issuance of Top-up Shares.

(b) If

the Company at any time proposes to increase the number of any Offered Securities to be issued in an Offering following the Notice Period

it shall, by notice in writing delivered to the Investor (the “Upsize Notice”), give the Investor the option to subscribe

for its pro rata share of the additional Offered Securities (the “Upsize Option”). The Investor shall be entitled

to exercise the Upsize Option by delivering a new Exercise Notice to the Company. If no new Exercise Notice is delivered by the Investor

to the Company within by the later to occur of three (3) Business Days after the date of receipt by the Investor of the Upsize Notice,

and the date of expiry of the Notice Period (the “Upsize Notice Period”), the Exercise Notice of the Investor to be

delivered in respect of the original Offering Notice within the applicable time period set out in Section 2.4(a) shall apply or, where

the Investor delivered an Exercise Notice in respect of the original Offering Notice prior to the expiry of the Upsize Notice Period,

such Exercise Notice so delivered shall continue in full force and effect.

-8-

2.5 Issuance

of Offered Securities and Top-up Shares

(a) If

the Company receives an Exercise Notice from the Investor within the Notice Period or the Upsize Notice Period, then the Company shall,

subject to:

(i) the

receipt and continued effectiveness of all required approvals (including the approval(s)

of the Exchange and any required approvals under Securities Laws and any shareholder approval

required under Applicable Laws), which approvals the Company shall use all commercially reasonable

efforts to promptly obtain (including by applying for any necessary price protection confirmations,

seeking shareholder approval (if required) in the manner described below, and using its commercially

reasonable efforts to cause management and each member of the Board to vote their Common

Shares and any shares of the Company entitled to vote in the matter and all votes received

by proxy in favour of the issuance of the Offered Securities or the Top-up Shares, as applicable,

to the Investor); and

(ii) the

completion of the relevant Offering, if applicable,

issue

to the Investor or its nominee, against payment of the subscription price payable in respect thereof by bank draft, certified cheque

or wire transfer, or settlement on a delivery-against-payment basis through a mutually agreed clearing system or other method approved

by the Company, acting reasonably, that number of Offered Securities or Top-up Shares, as applicable, set out in the Exercise Notice.

(b) If

the Company is required by an Exchange or otherwise under Applicable Laws to seek shareholder approval for the issuance of the Offered

Securities or the Top-up Shares, as applicable, to the Investor or its nominee, then the Company shall: (i) call and hold a meeting of

its shareholders to consider the issuance of the Offered Securities or Top-up Shares, as applicable, to the Investor as soon as reasonably

practicable, and in any event such meeting shall be held within 75 days after the date that the Company is first advised by the Exchange

or other applicable Governmental Authority that it will require shareholder approval; and (ii) recommend approval of the issuance

of the Offered Securities or Top-up Shares, as applicable, to the Investor and solicit proxies in support thereof.

2.6 Closing

of Investor Tranche

(a) Without

limiting Section 2.5, this Section 2.6 applies only to the issuance of Offered Securities set out in an Exercise Notice received by the

Company from the Investor in connection with the exercise of the Participation Right and does not apply to any issuance of Top-Up Shares

pursuant to Section Error! Reference source not found..

(b) If

the Company receives an Exercise Notice from the Investor within the Notice Period or the Upsize Notice Period, then the Company shall

reserve for issuance to the Investor or its nominee that number of Offered Securities set out in the Exercise Notice.

-9-

issuance of such Offered Securities to the Investor shall occur as a separate tranche of the Offering (the “Investor Tranche”)

to be completed within 10 Business Days after the closing of the primary tranche of the Offering (or such other date as the parties may

agree, acting reasonably), subject in each case to the receipt of all required approvals (including the approval(s) of the Exchange and

any required approvals under Securities Laws and any shareholder approval required under Applicable Laws), which approvals the Company

shall use all commercially reasonable efforts to promptly obtain (including by applying for any necessary price protection confirmations,

seeking shareholder approval (if required) in the manner described below, and using its commercially reasonable efforts to cause management

and each member of the Board to vote their Common Shares and any shares of the Company entitled to vote in the matter and all votes received

by proxy in favour of the issuance of the Offered Securities to the Investor).

(d) The

Company shall not reallocate, sell or issue to any other person any of the Offered Securities reserved for the Investor pursuant to Section

2.6(a) unless the Investor fails to complete the Investor Tranche in accordance with this Section 2.6.

(e) The

parties acknowledge that, subject to Section 6.8, the Investor Tranche may be disclosed in a separate press release issued by the Company

following the closing of the primary tranche of the Offering.

2.7 Blackout

Periods

relation to any exercise periods for the Investor to elect to exercise the Top-up Right to acquire the Top-up Shares, to the extent that

the Investor is restricted from trading in securities of the Company under Securities Laws or other Applicable Laws, the relevant exercise

period shall be extended until the fifth Business Day following the termination of such restriction.

2.8 Issuances

Not Subject to Participation Right

Notwithstanding

anything to the contrary contained herein, Sections 2.1 to 2.5 will not apply to any Issuances in the following circumstances (each such

Issuance pursuant to paragraphs (a) through (e) of this Section 2.8 being referred to as an “Excluded Event”):

(a) a

rights offering that is made to (and the rights thereunder are exercisable by) to all shareholders

of the Company including the Investor; and

(b) any

share split, share dividend or capital reorganization of the Company or any subsidiary; provided

that the beneficial shareholders of the Company or such subsidiary, as applicable,

and the percentage ownership interest of each beneficial shareholder of the Company or such

subsidiary, as applicable, do not change as a result thereof.

Article 3

BOARD NOMINATION RIGHTS

3.1 Board

Nomination Right

(a) Subject

to the terms and conditions of this Article 3 and for so long as the Ownership Condition

is met, the Investor shall be entitled to:

(i) designate

an individual (a “TEG Nominee”) to be nominated as a director of the Company

at any meeting of the shareholders of the Company at which directors are to be elected (a

“Director Election Meeting”); and

-10-

(ii) request

that the TEG Nominee be reasonably considered for inclusion on one or more committees of

the Board.

(b) Subject

to Applicable Laws, the Company shall promptly take all steps as may be necessary to appoint,

within 10 Business Days of the initial TEG Nominee’s nomination, such TEG Nominee to

serve on the Board and any committee thereof until the next Director Election Meeting.

a condition of election or appointment under this Article 3, each TEG Nominee shall, at the

time of election or appointment to the Board:

(i) meet

the qualification requirements to serve as a director under the Act or any other governing

corporate statute of the Company, Applicable Laws and the rules of the Exchange or any other

stock exchange on which the Common Shares are then listed;

(ii) must

consent in writing to serve as a director of the Company and must complete a personal information

form, if required, or such other documentation as may be required by any other stock exchange

on which the Common Shares are then listed and obtain clearance from the Exchange in respect

of such TEG Nominee’s personal information form, if required, failing which the Investor

shall nominate a replacement TEG Nominee in accordance with this Article 3, who shall satisfy

the requirements set out in this Section 3.1(a); and

(iii) have

such skills and experience reasonably consistent with other individuals who hold directorships

on companies listed on the Exchange or any other stock exchange on which the Common Shares

are then listed.

3.2 Nomination

Procedures

long as the Investor has the right to designate a TEG Nominee under Section 3.1(a), the Company shall:

(a) notify

the Investor in writing within five Business Days of the date on which the Company calls

a Director Election Meeting and cause each TEG Nominee to be included in the nominees proposed

for election at each Director Election Meeting; and

(b) support

the election of each TEG Nominee at the applicable Director Election Meeting in the same

manner as proxies are solicited in favour of, and the Company and Board otherwise support,

the other nominees for election as directors of the Company in connection with the applicable

Director Election Meeting.

The

Investor shall, after consultation with the Company in good faith, advise the Company of the name of each TEG Nominee within five Business

Days after receiving the notice referred to in Section 3.2(a). If the Investor does not advise the Company of the identity of the TEG

Nominee and/or such committees within such period, the Investor will be deemed to have nominated the incumbent TEG Nominee or, if there

is no incumbent TEG Nominee, the Investor will be deemed to have waived its right to nominate a TEG Nominee until the next Director Election

Meeting.

-11-

3.3 Observer

Rights

(a) If

the TEG Nominee resigns, is not elected, or the seat is otherwise vacant, the Investor may

appoint a non-voting board observer (the "TEG Observer") until the seat

is filled by a new TEG Nominee. As a condition of appointment under this Section 3.3, each

TEG Observer shall:

(i) comply

with the Act or any other governing corporate statute of the Company, Applicable Laws and

the rules of the Exchange or any other stock exchange on which the Common Shares are then

listed, including with respect to material non-public information; and

(ii) complete

a personal information form, if required, or such other documentation as may be required

by any other stock exchange on which the Common Shares are then listed and obtain clearance

from the Exchange in respect of such TEG Observer’s personal information form, if required,

failing which the Investor shall nominate a replacement TEG Observer in accordance with this

Article 3, who shall satisfy the requirements set out in this Section 3.3.

(b) the

Company shall:

(i) provide

the TEG Observer with notice of each meeting of the Board and each committee at the same

time as provided to the members of the Board or the relevant committee, as applicable;

(ii) provide

the TEG Observer with copies of all materials provided to the Board or any committee (collectively,

“Board Materials”) at the same time as provided to the members of the

Board or relevant committee, as applicable; and

(iii) permit

the TEG Observer to attend (virtually or in person) each meeting of the Board and each committee,

including telephonic or videoconference meetings,

except

with respect to materials which, or attendance at such portions of any such meeting in which, the Board, acting in good faith, determines

that: (i) based on the advice of counsel, the subject matter relates to a transaction, proceeding or matter in which the Investor or

its affiliates or the TEG Observer are or may be interested parties, and where the participation in such portion of any such meeting

by the TEG Observer or access to information relating to the Company would give rise to a conflict of interest between the Investor and/or

the TEG Observer, on the one hand, and the Company, on the other hand; or (ii) such exclusion is necessary to preserve legal privilege,

unless the TEG Observer and the Company have entered into a common interest privilege agreement (provided that any such exclusion under

clause (i) or (ii) above shall only apply to such portion of such material or meeting as is necessary to address the applicable conflict

of interest or preserve such privilege, as applicable).

-12-

TEG Observer shall be a non-voting observer to the Board, entitled to observation rights

at the Board and all committees of directors formed by the Board, and the TEG Observer shall

have the right to receive notice of, and attend at, meetings of the Board (and committees

thereof) and to receive copies of any and all materials sent to directors or committee members.

(d) The

TEG Observer will not be counted towards determining whether there is quorum for any such

meeting.

(e) The

TEG Observer may not directly or indirectly appropriate or otherwise participate in or take

advantage of any corporate opportunity of the Company or any of its subsidiaries presented

to the TEG Observer in his or her capacity as the TEG Observer or identified through the

use of Company confidential information.

(f) The

TEG Observer shall abide by the Company’s written insider trading policies (as the

same may be amended from time to time) and, without limitation, may not trade in securities

of the Company during blackouts applicable to directors as required by the Company’s

written policies that are reasonably available to the TEG Observer.

(g) The

TEG Observer shall comply with all written policies that are applicable to the directors

of the Company and that are reasonably applicable to the TEG Observer, as the same may be

amended from time to time (provided that any such amendment shall be promptly communicated

to the Observer in writing), as if the TEG Observer was a director of the Company, including,

without limitation, the Company’s Code of Business Conduct and Ethics, Corporate Disclosure

Policy and Insider Trading Policy and the related memoranda relating to insider trading obligations

and the regulation of insider trading (collectively, the “Policies”).

The Company shall have delivered copies of all Policies in effect to the TEG Observer prior

to the date of appointment.

(h) The

TEG Observer shall comply with the confidentiality obligations that are applicable to the

directors of the Corporation (whether under common law or statute) as if the TEG Observer

were a director of the Company; provided, however that the Company acknowledges and agrees

that the TEG Observer, may disclose information obtained by them in their observer capacity

with the Investor.

(i) For

clarity, the TEG Observer shall not, solely by reason of serving as an observer, be deemed

to be a director, officer, or fiduciary of the Company or any subsidiary and shall have no

duties or liabilities in such capacity, except for the express contractual obligations set

forth in this Agreement.

3.4 Replacement

a TEG Nominee ceases to hold office as a director of the Company, whether due to such TEG Nominee’s death, disability, resignation

or removal, the Investor shall, subject to Section 3.1(c), be entitled to nominate an individual to replace the TEG Nominee who has ceased

to hold office, and the Company shall promptly take all steps as may be necessary to appoint, within 10 Business Days of such nomination,

such individual to the Board and consider such individual for any applicable committees (any such succeeding individual shall thereafter

be a TEG Nominee).

-13-

3.5 Compensation

and Other Matters

Each

TEG Nominee shall:

(a) be

compensated and reimbursed for expenses as Board members on a basis no less favourable than

the basis on which the Company compensates and reimburses other directors of the Company

(other than directors who are officers of the Company); and

(b) be

entitled to the benefit of directors’ liability insurance and indemnification to the

same extent that the Company provides such insurance and indemnification to the other directors

of the Company.

3.6 Written

Consent or Resolution

The

provisions of this Article 3 applicable to Director Election Meetings shall apply mutatis mutandis to any written consent or resolution

of shareholders relating to the election of directors of the Company.

Article 4

Representations and Warranties

4.1 Representations

and Warranties of the Company

The

Company represents and warrants to the Investor as follows and acknowledges and agrees that the Investor is relying on such representations

and warranties to enter into this Agreement:

(a) the

Company is duly incorporated and organized, and is validly subsisting, under the laws of

the Province of British Columbia and is in material compliance with the filing of all corporate

and similar returns under the laws of that jurisdiction;

(b) the

Company has all necessary corporate power and authority to enter into this Agreement and

to perform its obligations hereunder;

necessary corporate action has been taken by the Company to authorize the execution and delivery

of this Agreement and the performance of its obligations hereunder;

(d) this

Agreement has been duly executed and delivered by the Company and (assuming due execution

and delivery by the Investor) constitutes a legal, valid and binding obligation of the Company,

enforceable against it in accordance with its terms, except as that enforcement may be limited

by bankruptcy, insolvency and other similar laws affecting the rights of creditors generally

and except that equitable remedies may be granted only in the discretion of a court of competent

jurisdiction;

-14-

(e) the

execution and delivery of this Agreement by the Company and the performance by the Company

of its obligations hereunder will not (whether after the passage of time or notice or both)

conflict with, result in a violation or breach of, constitute a default or require any Consent

(other than such as has already been obtained) to be obtained under, or give rise to any

termination rights or payment obligation under, any provision of:

(i) to

the knowledge of the Company, (A) any judgment, decree, order or award of any Governmental

Authority having jurisdiction over it, or (B) any Applicable Law;

(ii) any

provision of its Constating Documents or resolutions of the Board (or any committee thereof)

or shareholders; or

(iii) any

license or registration or any agreement, contract or commitment, written or oral which the

Company is a party or subject to or bound by; and

(f) as

at the date of this Agreement, except for Hartree Partners, LP and Teck Resources Limited,

no person has any pre-emptive right, participation right or other right to purchase any of

the Common Shares or Convertible Securities of the Company (a “Third Party Participation

Right”).

4.2 Representations

and Warranties of the Investor

The

Investor represents and warrants to the Company as follows and acknowledges and agrees that the Company is relying on such representations

and warranties to enter into this Agreement:

(a) the

Investor is duly organized, and is validly subsisting, under the laws of Delaware and is

in material compliance with corporate filings required under the laws of that jurisdiction;

(b) the

Investor has all necessary corporate power and authority to enter into this Agreement and

to perform its obligations hereunder;

necessary corporate action has been taken by the Investor to authorize the execution and

delivery of this Agreement and the performance of its obligations hereunder;

(d) this

Agreement has been duly executed and delivered by the Investor and (assuming due execution

and delivery by the Company) constitutes a legal, valid and binding obligation of the Investor,

enforceable against it in accordance with its terms, except as that enforcement may be limited

by bankruptcy, insolvency and other similar laws affecting the rights of creditors generally

and except that equitable remedies may be granted only in the discretion of a court of competent

jurisdiction; and

-15-

(e) the

execution and delivery of this Agreement by the Investor and the performance by the Investor

of its obligations hereunder will not (whether after the passage of time or notice or both)

conflict with, result in a violation or breach of, constitute a default or require any Consents

(other than such as has already been obtained) to be obtained under, or give rise to any

termination rights or payment obligation under, any provision of:

(i) to

the knowledge of the Investor, (A) any judgment, decree, order or award of any Governmental

Authority having jurisdiction over it, or (B) any Applicable Law;

(ii) any

provision of its Constating Documents or resolutions of its board of directors (or any committee

thereof) or shareholders; or

(iii) any

material license or registration or any material agreement, contract or commitment, written

or oral which the Investor is a party or subject to or bound by.

Article 5

COVENANTS

5.1 Reporting

Issuer Status and Listing of Common Shares

The

Company shall use commercially reasonable efforts to:

(a) maintain

the Company’s status as a “reporting issuer” not in default under the Securities

Laws in each of the Reporting Jurisdictions; and

(b) maintain

the listing of the Common Shares on the TSXV, the Toronto Stock Exchange, the Nasdaq Capital

Market, the New York Stock Exchange or another stock exchange acceptable to the Investor,

provided

that these covenants shall not restrict or prevent the Company from engaging in or completing any transaction which would result

in the Company ceasing to be a “reporting issuer” or the Common Shares ceasing to be listed on the TSXV so long as the holders

of Common Shares receive cash or securities of an entity which is listed on a stock exchange in Canada or such other exchange as may

be agreed upon by the Company and the Investor, or the holders of the Common Shares have approved the transaction.

5.2 No

Conflict With Shareholders’ Rights Plan or Advance Notice By-Law

The

Company covenants and agrees with the Investor that any shareholder rights plan or similar instrument, or advance notice by-law or policy

or similar instrument, adopted by the Company shall not restrict, limit, prohibit or conflict with the exercise by the Investor of its

Participation Right or its Top-up Right.

5.3 Subsidiary

Security Issuances

The

Company shall not, without the prior written consent of the Investor, not to be unreasonably withheld, agree to, undertake or cause,

or permit to occur, any offering, sale, transfer or issuance of any securities of Blue Moon (Springer) Inc. to any person other than

the Company or an Affiliate of the Company. The Company shall cause its Affiliates to conduct their business and affairs in a manner

consistent with, and so as to give full effect to, all of the terms and conditions of this Agreement.

-16-

5.4 Grant

of Third Party Participation Rights

(a) If

the Company grants to any person a Third Party Participation Right, or amends the terms of an existing Third Party Participation Right,

it shall promptly, but no later than five (5) Business Days after granting or amending such Third Party Participation Right, provide

notice of such grant or amendment to the Investor, which notice shall include a copy of the contract or agreement (including any amendments

thereto) pursuant to which the person is entitled to such Third Party Participation Right.

Article 6

MISCELLANEOUS

6.1 Termination

This

Agreement, other than the rights and obligations of the parties under Sections 1.5, 6.7, 6.8, 6.9, 6.10, and 6.11 shall terminate and

the rights and obligations of the parties hereunder shall cease immediately at such time as the Ownership Condition is not met.

6.2 Right

to Information

(a) Subject

to the Company’s obligations and restrictions under Securities Laws, during the term of this Agreement the Company shall provide

the Investor with:

(i) reasonable

access to the Company’s scientific and technical data, work plans and programs, permitting

information and results of operations in respect of its properties, including but not limited

to newly acquired technical or scientific data in respect of the Springer Project, as soon

as is practical and in any event no less frequently than on a quarterly basis;

(ii) written

reports (including technical reports) on the status of the Company’s work programs

in respect of its properties as and when such reports are prepared (including all reports

and materials made available to the Company, the Board or any committee of the Board or Company)

and the Investor shall have the right to discuss such reports with management of the Company

and the Company shall use commercially reasonable efforts to respond to reasonable questions

and inquiries from the Investor with respect to the report and the contents thereof;

(iii) reasonable

access to the Company’s personnel to discuss technical and scientific matters related

to exploration, development, operation, and management of its properties;

(iv) reasonable

access to the Company’s team and its properties for the purpose of conducting site

visits at dates and times to be agreed upon by the parties; and

(v) quarterly

updates on the number of drill holes and drill meters completed in the preceding fiscal quarter,

and forecasted drill holes and drill meters for the then current fiscal quarter and subsequent

fiscal quarters as known.

-17-

6.3 Notices

(a) Any

notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person, transmitted

by e-mail or similar means of recorded electronic communication or sent by registered mail, charges prepaid, addressed as follows:

(i) in

the case of the Investor:

The

Elmet Group Co.

260 Fore Street, Suite 301

Portland, ME 04101

Attention: [*]

Email: [*]

With

a copy to:

Office

of the General Counsel

E-mail:

[*]

in the case of the Company:

Blue

Moon Metals Inc.

550 – 220 Bay Street

Toronto, ON, Canada M5J 2W4

Attention:

[*]

E-mail:

[*]

(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. (local time 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,

however, 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 hereunder shall be delivered

or transmitted by means of recorded electronic communication as aforesaid.

party may at any time change its address for service from time to time by giving notice to the other party in accordance with this Section

6.3.

6.4 Amendments

and Waivers

amendment or waiver of any provision of this Agreement shall be binding on either party unless consented to in writing by such party.

No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver of any provision

of this Agreement constitute a continuing waiver unless otherwise expressly provided.

-18-

6.5 Assignment

party may assign any of its rights or benefits under this Agreement, or delegate any of its duties or obligations, except with the prior

written consent of the other party. Notwithstanding the foregoing, the Investor may assign and transfer all of its rights, benefits,

duties and obligations under this Agreement in their entirety, without the consent of the Company, to an Affiliate of the Investor, provided

that any such assignee shall, prior to any such transfer, agree to be bound by all of the covenants of the Investor contained

herein and comply with the provisions of this Agreement, and shall deliver to the Company a duly executed undertaking to such effect

in form and substance satisfactory to the Company, acting reasonably.

6.6 Successors

and Assigns

This

Agreement shall enure to the benefit of and shall be binding on and enforceable by and against the parties and their respective successors

or heirs, executors, administrators and other legal personal representatives, and permitted assigns. The provisions of this Agreement

shall apply, to the full extent set forth herein with respect to the Common Shares, to any and all equity securities of any successor

or assign of the Company (whether by merger, arrangement, amalgamation, consolidation, sale of assets or otherwise) which may be issued

in respect of, in exchange for, or in substitution of the Common Shares, in each case as the amounts of such securities outstanding are

appropriately adjusted for any equity dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after

the date of this Agreement.

6.7 Expenses

Except

as otherwise expressly provided in this Agreement, each party will pay for its own costs and expenses incurred in connection with the

negotiation, preparation, execution and performance of this Agreement and the transactions contemplated herein, including the fees and

expenses of legal counsel, financial advisors, accountants, consultants and other professional advisors.

6.8 Public

Disclosure

(a) If

either party (the “Filing Party”) is required to issue a press release or make any other disclosure relating to the

subject matter of this Agreement (including the terms hereof), it shall provide a copy to the other party for its information and comment

using its best efforts to ensure it is provided at least three (3) business days prior to release. Any comments that such other party

may make shall not be considered certification of the accuracy of the information in such release or disclosure, or a confirmation by

it that the content of such release or disclosure complies with the rules, policies, by laws and disclosure standards of the applicable

regulatory authorities or stock exchanges. If such other party fails to provide comments within the foregoing time period the Filing

Party may, subject to the following paragraph, make the proposed release or disclosure.

(b) If

any disclosure of information in respect of this Agreement by the Filing Party uses the other party’s name, the Filing Party shall

obtain prior approval of such other party before issuing any press release, other public disclosure or public statement. The foregoing

prohibition shall not apply if disclosure of such other party’s name is, in the written opinion of legal counsel to the Filing

Party, required by applicable public disclosure requirements, however in such a case the Filing Party must provide a copy of the applicable

news release to such other party for comment, using its best efforts to ensure it is provided to such other party at least three (3)

business days prior to release.

-19-

6.9 Confidentiality

(a) Except

as otherwise provided in this Agreement, each party agrees that all information, data and technology disclosed to it by or on behalf

of the other party and any other information that such party receives or acquires from the other party in connection with this Agreement

or the subject matter hereof (“Confidential Information”) shall be kept confidential and shall not be disclosed to

any person that is not a party or an Affiliate (including such Affiliate’s representatives) or Representative of a party and shall

only be disclosed to an Affiliate (including such Affiliate’s representatives) or any Representative on a need to know basis in

connection with the permitted use by such party of such Confidential Information, provided that such party shall inform

its Affiliates and Representatives of the confidentiality terms of this Section 6.9 and such party shall be responsible for the compliance

with this Section 6.9 by such Affiliates and Representatives. In complying with the foregoing, each party shall, and shall cause its

Affiliates and any Representatives to, use the same degree of care as would be used by a normally prudent person in protecting its own

proprietary and confidential information.

(b) Notwithstanding

the foregoing:

(i) a

party shall not be required to keep confidential any Confidential Information that is:

(A) at

the time of the disclosure, through no wrongful act or omission of such party, its Affiliates

or Representatives, part of the public domain;

(B) at

the time of the disclosure known by such party and such party is not subject to any other

restrictions of confidentiality with respect to such Confidential Information;

developed by such party without violating such party’s obligations under this Agreement;

(D) lawfully

obtained by such party from a third party that to the knowledge of such party is not subject

to restrictions of confidentiality with respect to such Confidential Information; and

(ii) each

party shall have the right to disclose Confidential Information:

(A) to

the extent permitted by this Agreement;

(B) to

the extent consented to by the other party;

its Affiliates and its Affiliates’ Representatives;

(D) for

purposes of its and its Affiliates’ public company disclosure obligations, provided

that such party complies with its obligations under Section 6.8 to the extent permitted

by Applicable Law;

-20-

(E) in

the exercise of any of its rights and obligations hereunder; and

(F) in

legal or arbitration proceedings involving the rights and obligation of a party (which proceedings

shall be kept confidential to the extent permitted by Applicable Law).

receiving party will not be in breach of its obligation not to disclose any of the Confidential Information if that disclosure is required

by Applicable Law, a court or arbitral order, award or similar proceedings, or by applicable government or Exchange requirement, practice

or policy, provided that the receiving party complies with its obligations under Section 6.8 to the extent permitted by

Applicable Law, and the receiving party co-operates with the disclosing Party in any application, proceedings or other action the disclosing

party may undertake to obtain a protective order or other means of protecting the confidentiality of the Confidential Information required

to be disclosed. Each party will promptly notify the other party of any actual or threatened breach under any of the terms of this Section

6.9 or any unauthorized communication, disclosure or use of any of the Confidential Information of which such party has actual knowledge.

6.10 Further

Assurances

Each

of the parties shall, from time to time hereafter and upon any reasonable request of the other, promptly do, execute, deliver or cause

to be done, executed and delivered all further acts, documents and things as may be required or necessary for the purposes of giving

effect to this Agreement.

6.11 Right

to Injunctive Relief

The

parties agree that any breach of the terms of this Agreement by either party would result in immediate and irreparable injury and damage

to the other party which could not be adequately compensated by damages. The parties therefore also agree that in the event of any such

breach or any anticipated or threatened breach by the defaulting party, the other party shall be entitled to equitable relief, including

by way of temporary or permanent injunction or specific performance, without having to prove damages, in addition to any other remedies

(including damages) to which such other party may be entitled at law or in equity.

6.12 Counterparts

This

Agreement and all documents contemplated by or delivered under or in connection with this Agreement may be executed and delivered in

any number of counterparts (including in electronic form and/or with electronic signatures), with the same effect as if each party had

signed and delivered the same document, and all counterparts shall be construed together to be an original and will constitute one and

the same agreement.

[Remainder

of page intentionally left blank; signature page follows.]

-21-

WITNESS WHEREOF this Agreement has been executed by the parties on the date first written above.

THE ELMET GROUP CO.

/s/ Peter V. Anania

Name:

Peter V. Anania

Title:

Chief Executive Officer

BLUE MOON METALS INC.

/s/

Christian Kargl-Simard

Name:

Christian Kargl-Simard

Title:

Chief Executive Officer

Signature Page – Investor Rights Agreement

EX-10.3 — BLUE MOON COMMON SHARE PURCHASE WARRANT

EX-10.3

Filename: ea030911401ex10-3.htm · Sequence: 4

Exhibit 10.3

UNLESS

PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE FEBRUARY 17, 2027. THE WARRANTS

REPRESENTED BY THIS CERTIFICATE WILL BE VOID AND OF NO VALUE IF NOT EXERCISED PRIOR TO THE EXPIRY TIME.

THE

SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE

“U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD, PLEDGED

OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE

U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN

DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT AND IS AVAILABLE FOR RESALES OF THE SECURITIES, (D) IN COMPLIANCE WITH THE EXEMPTION

FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE

STATE SECURITIES LAWS, OR (E) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE

STATE SECURITIES LAWS. THE HOLDER FURTHER UNDERSTANDS AND AGREES THAT IN THE EVENT OF A TRANSFER PURSUANT TO THE FOREGOING CLAUSE (D)

OR (E), THE COMPANY WILL REQUIRE A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT

SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND

APPLICABLE

STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE ‘GOOD DELIVERY’ IN SETTLEMENT OF TRANSACTIONS ON STOCK

EXCHANGES IN CANADA.

THIS

WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES, BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON IN THE UNITED STATES

OR A U.S. PERSON UNLESS THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE UNITED

STATES SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED

STATES” AND U.S. PERSON” ARE DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.

WARRANTS

TO PURCHASE COMMON SHARES

OF BLUE MOON METALS INC.

Warrant

Certificate Number:

Number of Warrants:

2026-01

3,500,000

THIS

IS TO CERTIFY THAT for value received The Elmet Group Co., 280 Fore Street, Suite 302, Portland, ME 04101 (the “Warrantholder”)

has the right to purchase in respect of each whole warrant (“Warrants”) represented by this certificate or by a replacement

certificate (in either case this “Warrant Certificate”), at any time up to 5:00 p.m. Toronto time, on October 16, 2029

(the “Expiry Time”) one fully paid and non-assessable common share (“Common Shares” and which term

shall include any shares or other securities to be issued in addition thereto or in substitution or replacement therefor as provided

herein) of Blue Moon Metals Inc. (the “Corporation”), a corporation existing under the laws of British Columbia, as

constituted on the date hereof at a purchase price (the purchase price in effect from time to time being called the “Exercise

Price”) of $10.80 per Common Share, subject to adjustment as provided herein.

The

Corporation agrees that the Common Shares purchased pursuant to the exercise of the Warrants shall be and be deemed to be issued to the

Warrantholder as of the close of business on the date on which this Warrant Certificate shall have been surrendered and payment made

for such Common Shares as aforesaid.

Nothing

contained herein shall confer any right upon the Warrantholder to subscribe for or purchase any Common Shares at any time after the Expiry

Time and from and after the Expiry Time the Warrants and all rights under this Warrant Certificate shall be void and of no value.

The

above provisions are subject to the following:

1. Exercise:

(1) Cash

Exercise: In the event that the Warrantholder desires to exercise the right to purchase

Common Shares conferred hereby, the Warrantholder shall (a) complete to the extent possible

in the manner indicated and execute a subscription form in the form attached as Schedule

A to this Warrant Certificate, (b) surrender this Warrant Certificate to the Corporation

in accordance with section 9 hereof, and (c) pay the amount payable on the exercise of such

Warrants in respect of the Common Shares subscribed for by certified cheque, bank draft or

money order in lawful money of Canada payable to the Corporation or by transmitting same

day funds in lawful money of Canada by wire to such account as the Corporation shall direct

the Warrantholder or indicate that the exercise is a cashless exercise as provided in subsection

1(2) hereof. Upon such surrender and payment as aforesaid, the Warrantholder shall be deemed

for all purposes to be the holder of record of the number of Common Shares to be so issued

and the Warrantholder shall be entitled to delivery of a certificate or certificates representing

such Common Shares or an electronic book entry position representing such Common Shares,

and the Corporation shall cause such certificate or certificates to be delivered to the Warrantholder

at the address specified in the subscription form within three business days after such surrender

and payment as aforesaid. No fractional Common Shares will be issuable upon any exercise

of the Warrants and the Warrantholder will not be entitled to any cash payment or compensation

in lieu of a fractional Common Share. To the extent that the Warrantholder is entitled to

receive on the exercise or partial exercise thereof a fraction of a Common Share, the number

of Common Shares issuable shall be rounded down to the nearest whole Common Share.

- 2 -

(2) Cashless

Exercise: Subject to the provisions of this Warrant Certificate other than those

requiring payment of the Exercise Price in cash, the Warrantholder may elect to exercise

the Warrants in whole or in part by surrendering this Warrant Certificate in the manner specified

in subsection 1(1) hereof in exchange for that number of Common Shares which is equal to

the product of (a) the number of Common Shares issuable upon the exercise of the Warrants

multiplied by (b) a fraction, (i) the numerator of which is the Fair Market Value of a Common

Share determined as of the date of exercise of the Warrants (the “Exercise Date”)

less the then Exercise Price and (ii) the denominator of which is the Fair Market Value of

a Common Share determined as of such Exercise Date, with the certificate representing such

Common Shares to be delivered in accordance with subsection 1(1) hereof. For purposes of

this subsection 1(2), “Fair Market Value” shall be equal to the volume weighted

average trading price of the Common Shares on each of the ten trading days prior to the Exercise

Date on the TSX Venture Exchange (the “TSXV”) or, if there shall have been

no sales on such exchange on any such trading day, the average of the closing bid and asked

prices on such exchange on such trading day.

(3) US

Persons: Notwithstanding any provision in sections 1, 2 or 3 hereof, the Warrants

may not be exercised, in whole or in part, by a U.S. Person or person within the United States

(or on behalf of a U.S. Person or person within the United States) unless registered under

the United States Securities Act of 1933, as amended (the “1933 Act”)

and applicable state securities laws or unless an exemption from such registration is available.

As used herein, the terms “United States” and “U.S. Person”

have the meaning assigned to them in Regulation S under the 1933 Act, as set forth in (a)

an opinion of counsel of recognized standing, in form and substance reasonably satisfactory

to the Corporation, delivered by the Warrantholder to the Corporation, or (b) other documentation

reasonably acceptable to the Corporation.

(4) Limitation

on Exercise of the Warrants: Notwithstanding anything to the contrary contained in

this Warrant Certificate, the Warrants shall not be exercisable by the Warrantholder, and

the Corporation shall not effect any exercise of the Warrants or otherwise issue any Common

Shares pursuant hereto, to the extent (but only to the extent) that, after giving effect

to such exercise, the Warrantholder or any of its affiliates would beneficially own in excess

of 9.99% (the “Maximum Percentage”) of the issued and outstanding Shares

of the Corporation after such exercise. To the extent the above limitation applies, the determination

of whether a Warrant shall be exercised (vis-à-vis other convertible, exercisable

or exchangeable securities owned by the Warrantholder or any of its affiliates) and of which

such securities shall be convertible, exercisable or exchangeable (as among all such securities

owned by the Warrantholder and its affiliates) shall, subject to the Maximum Percentage limitation,

be determined on the basis of the first submission to the Corporation for conversion, exercise

or exchange (as the case may be). No prior inability to exercise a Warrant or to issue Common

Shares pursuant to this subsection 1(4) shall have any effect on the applicability of the

provisions of this Section 1 with respect to any subsequent determination of exercisability.

For purposes of this subsection 1(4), beneficial ownership and all determinations and calculations

(including, without limitation, with respect to calculations of percentage ownership) shall

be determined in accordance with National Instrument 55-104 Insider Reporting Requirements

and Exemptions. For any reason at any time, upon the written of the Warrantholder, the

Corporation shall within one business day confirm in writing to the Warrantholder the number

of Common Shares then outstanding, including by virtue of any prior conversion or exercise

of convertible or exercisable securities into Common Shares, including, without limitation,

pursuant to the Warrants. Notwithstanding this subsection 1(4), the Warrantholder may waive

this subsection upon written notice to the Corporation, subject to the Warrantholder providing

the Corporation, acting reasonably, with any documents required by the TSX Venture Exchange.

- 3 -

2. Partial

Exercise: The Warrantholder may from time to time subscribe for and purchase any

lesser number of Common Shares than the number of Common Shares expressed in this Warrant

Certificate. In the event that the Warrantholder subscribes for and purchases any such lesser

number of Common Shares prior to the Expiry Time, the Warrantholder shall be entitled to

receive a replacement certificate representing the unexercised balance of the Warrants.

3. Not

a Shareholder: The holding of the Warrants shall not constitute the Warrantholder

a shareholder of the Corporation nor entitle the Warrantholder to any right or interest in

respect thereof except as expressly provided in this Warrant Certificate.

4. Covenants,

Representations and Warranties: The Corporation hereby represents and warrants that

it is authorized to create and issue the Warrants and covenants and agrees that it will cause

the Common Shares from time to time subscribed for and purchased in the manner provided in

this Warrant Certificate and the certificate or certificates representing such Common Shares

to be issued and that, at all times prior to the Expiry Time, it will reserve and there will

remain unissued a sufficient number of Common Shares to satisfy the right of purchase provided

for in this Warrant Certificate. The Corporation hereby further covenants and agrees that

it will at its expense expeditiously use its best efforts to obtain the listing of such Common

Shares (subject to issue or notice of issue) on each stock exchange or over-the-counter market

on which the Common Shares may be listed from time to time. All Common Shares which are issued

upon the exercise of the right of purchase provided in this Warrant Certificate, upon payment

therefor of the amount at which such Common Shares may be purchased pursuant to the provisions

of this Warrant Certificate, shall be and be deemed to be fully paid and non-assessable shares

and free from all taxes, liens and charges with respect to the issue thereof. The Corporation

hereby represents and warrants that this Warrant Certificate is a valid and enforceable obligation

of the Corporation, enforceable in accordance with the provisions of this Warrant Certificate.

5. Anti-Dilution

Protection:

(1) Definitions:

For the purposes of this section 5, unless there is something in the subject matter or context

inconsistent therewith, the words and terms defined below shall have the respective meanings

specified therefor in this subsection 5(1):

(a) “Adjustment

Period” means the period commencing on the date of issue of the Warrants and ending

at the Expiry Time;

(b) “Current

Market Price” of the Common Shares at any date means the price per share equal to

the weighted average price at which the Common Shares have traded on the TSXV or, if the

Common Shares are not then listed on TSXV, on such other Canadian or U.S. stock exchange

as may be selected by the directors of the Corporation for such purpose or, if the Common

Shares are not then listed on any Canadian or U.S. stock exchange, in the over-the-counter

market, during the period of any 20 consecutive trading days ending not more than five business

days before such date; provided that the weighted average price shall be determined by dividing

the aggregate sale price of all Common Shares sold on the said exchange or market, as the

case may be, during such 20 consecutive trading days by the total number of Common Shares

so sold; and provided further that if the Common Shares are not then listed on any Canadian

or U.S. stock exchange or traded in the over-the-counter market, then the Current Market

Price shall be determined by a firm of independent chartered accountants selected by the

directors of the Corporation;

means a director of the Corporation for the time being and, unless otherwise specified herein,

a reference to action “by the directors” means action by the directors of the Corporation

as a board or, whenever empowered, action by any committee of the directors of the Corporation;

and

(d) “trading

day” with respect to a stock exchange or over-the-counter market means a day on

which such stock exchange or market is open for business.

- 4 -

(2) Adjustments:

The Exercise Price and the number of Common Shares issuable to the Warrantholder upon the

exercise of the Warrants shall be subject to adjustment from time to time in the events and

in the manner provided as follows:

(a) If

at any time during the Adjustment Period the Corporation shall:

(i) fix

a record date for the issue of, or issue, Common Shares to the holders of all or substantially

all of the outstanding Common Shares by way of a stock dividend;

(ii) fix

a record date for the distribution to, or make a distribution to, the holders of all or substantially

all of the outstanding Common Shares payable in Common Shares or securities exchangeable

for or convertible into Common Shares;

(iii) subdivide

the outstanding Common Shares into a greater number of Common Shares; or

(iv) consolidate

the outstanding Common Shares into a lesser number of Common Shares,

(any

of such events in subclauses 5(2)(a)(i), 5(2)(a)(ii), 5(2)(a)(iii) and 5(2)(a)(iv) above being herein called a “Common Share

Reorganization”), the Exercise Price shall be adjusted on the earlier of the record date on which holders of Common Shares are

determined for the purposes of the Common Share Reorganization and the effective date of the Common Share Reorganization to the amount

determined by multiplying the Exercise Price in effect immediately prior to such record date or effective date, as the case may be, by

a fraction:

A. the

numerator of which shall be the number of Common Shares outstanding on such record date or

effective date, as the case may be, before giving effect to such Common Share Reorganization;

and

B. the

denominator of which shall be the number of Common Shares which will be outstanding immediately

after giving effect to such Common Share Reorganization (including in the case of a distribution

of securities exchangeable for or convertible into Common Shares the number of Common Shares

that would have been outstanding had such securities been exchanged for or converted into

Common Shares on such date).

the extent that any adjustment in the Exercise Price occurs pursuant to this clause 5(2)(a) as a result of the fixing by the Corporation

of a record date for the distribution of securities exchangeable for or convertible into Common Shares, the Exercise Price shall be readjusted

immediately after the expiry of any relevant exchange or conversion right to the Exercise Price which would then be in effect based upon

the number of Common Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner upon

the expiry of any further such right. Any Warrantholder who has not exercised his right to subscribe for and purchase Common Shares on

or prior to the record date of such stock dividend or distribution or the effective date of such subdivision or consolidation, as the

case may be, upon the exercise of such right thereafter shall be entitled to receive and shall accept in lieu of the number of Common

Shares then subscribed for and purchased by such Warrantholder, at the Exercise Price determined in accordance with this clause 5(2)(a)

the aggregate number of Common Shares that such Warrantholder would have been entitled to receive as a result of such Common Share Reorganization,

if, on such record date or effective date, as the case may be, such Warrantholder had been the holder of record of the number of Common

Shares so subscribed for and purchased.

- 5 -

(b) If

at any time during the Adjustment Period the Corporation shall fix a record date for the

issue or distribution to the holders of all or substantially all of the outstanding Common

Shares of rights, options or warrants pursuant to which such holders are entitled, during

a period expiring not more than 45 days after the record date for such issue (such period

being the “Rights Period”), to subscribe for or purchase Common Shares or

securities exchangeable for or convertible into Common Shares at a price per share to the

holder (or in the case of securities exchangeable for or convertible into Common Shares,

at an exchange or conversion price per share) at the date of issue of such securities of

less than 95% of the Current Market Price of the Common Shares on such record date (any of

such events being called a “Rights Offering”), the Exercise Price shall

be adjusted effective immediately after the record date for such Rights Offering to the amount

determined by multiplying the Exercise Price in effect on such record date by a fraction:

(i) the

numerator of which shall be the aggregate of

A. the

number of Common Shares outstanding on the record date for the Rights Offering, and

B. the

quotient determined by dividing

(1) either

(a) the product of the number of Common Shares offered during the Rights Period pursuant

to the Rights Offering and the price at which such Common Shares are offered, or, (b) the

product of the exchange or conversion price of the securities so offered and the number of

Common Shares for or into which the securities offered pursuant to the Rights Offering may

be exchanged or converted, as the case may be, by

(2) the

Current Market Price of the Common Shares as of the record date for the Rights Offering;

and

(ii) the

denominator of which shall be the aggregate of the number of Common Shares outstanding on

such record date and the number of Common Shares offered pursuant to the Rights Offering

(including in the case of the issue or distribution of securities exchangeable for or convertible

into Common Shares the number of Common Shares for or into which such securities may be exchanged

or converted).

by the terms of the rights, options, or warrants referred to in this clause 5(2)(b), there is more than one purchase, conversion or exchange

price per Common Share, the aggregate price of the total number of additional Common Shares offered for subscription or purchase, or

the aggregate conversion or exchange price of the convertible or exchangeable securities so offered, shall be calculated for purposes

of the adjustment on the basis of the lowest purchase, conversion or exchange price per Common Share, as the case may be. Any Common

Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such calculation.

To the extent that any adjustment in the Exercise Price occurs pursuant to this clause 5(2)(b) as a result of the fixing by the Corporation

of a record date for the issue or distribution of rights, options or warrants referred to in this clause 5(2)(b), the Exercise Price

shall be readjusted immediately after the expiry of any relevant exchange, conversion or exercise right to the Exercise Price which would

then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiry and shall be further

readjusted in such manner upon the expiry of any further such right.

- 6 -

at any time during the Adjustment Period the Corporation shall fix a record date for the

issue or distribution to the holders of all or substantially all of the outstanding Common

Shares of:

(i) shares

of the Corporation of any class other than Common Shares;

(ii) rights,

options or warrants to acquire Common Shares or securities exchangeable for or convertible

into Common Shares (other than rights, options or warrants pursuant to which holders of Common

Shares are entitled, during a period expiring not more than 45 days after the record date

for such issue, to subscribe for or purchase Common Shares or securities exchangeable for

or convertible into Common Shares at a price per share (or in the case of securities exchangeable

for or convertible into Common Shares at an exchange or conversion price per share) at the

date of issue of such securities to the holder of at least 95% of the Current Market Price

of the Common Shares on such record date);

(iii) evidences

of indebtedness of the Corporation; or

(iv) any

property or assets of the Corporation;

and

if such issue or distribution does not constitute a Common Share Reorganization or a Rights Offering (any of such non-excluded events

being herein called a “Special Distribution”), the Exercise Price shall be adjusted effective immediately after the

record date for the Special Distribution to the amount determined by multiplying the Exercise Price in effect on the record date for

the Special Distribution by a fraction:

A. the

numerator of which shall be the difference between

(1) the

product of the number of Common Shares outstanding on such record date and the Current Market

Price of the Common Shares on such record date, and

(2) the

fair value, as determined by the directors of the Corporation, whose determination shall

be subject to the prior approval of the TSXV or, if required, any other stock exchange on

which the Common Shares are then listed, to the holders of Common Shares of the shares, rights,

options, warrants, evidences of indebtedness or property or assets to be issued or distributed

in the Special Distribution, and

B. the

denominator of which shall be the product obtained by multiplying the number of Common Shares

outstanding on such record date by the Current Market Price of the Common Shares on such

record date.

Any

Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of such calculation.

To the extent that any adjustment in the Exercise Price occurs pursuant to this clause 5(2)(c) as a result of the fixing by the Corporation

of a record date for the issue or distribution of rights, options or warrants to acquire Common Shares or securities exchangeable for

or convertible into Common Shares referred to in this clause 5(2)(c), the Exercise Price shall be readjusted immediately after the expiry

of any relevant exercise, exchange or conversion right to the amount which would then be in effect based upon the number of Common Shares

issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right.

- 7 -

(d) If

at any time during the Adjustment Period there shall occur:

(i) a

reclassification or redesignation of the Common Shares, a change of the Common Shares into

other shares or securities or any other capital reorganization involving the Common Shares

other than a Common Share Reorganization;

(ii) a

consolidation, amalgamation or merger of the Corporation with or into another body corporate

which results in a reclassification or redesignation of the Common Shares or a change of

the Common Shares into other shares or securities; or

(iii) the

transfer of the undertaking or assets of the Corporation as an entirety or substantially

as an entirety to another corporation or entity;

(any

of such events being called a “Capital Reorganization”), after the effective date of the Capital Reorganization the

Warrantholder shall be entitled to receive, and shall accept, for the same aggregate consideration, upon exercise of the Warrants, in

lieu of the number of Common Shares to which the Warrantholder was theretofor entitled upon the exercise of the Warrants, the kind and

aggregate number of shares and other securities or property resulting from the Capital Reorganization which the Warrantholder would have

been entitled to receive as a result of the Capital Reorganization if, on the effective date thereof, the Warrantholder had been the

registered holder of the number of Common Shares which the Warrantholders was theretofore entitled to purchase or receive upon the exercise

of the Warrants. If necessary, as a result of any such Capital Reorganization, appropriate adjustments shall be made in the application

of the provisions of this Warrant Certificate with respect to the rights and interests thereafter of the Warrantholder to the end that

the provisions shall thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares

or other securities or property thereafter deliverable upon the exercise of the Warrants.

(e) If

at any time during the Adjustment Period any adjustment or readjustment in the Exercise Price

shall occur pursuant to the provisions of clause 5(2)(a), 5(2)(b) or 5(2)(c) of this Warrant

Certificate, then the number of Common Shares purchasable upon the subsequent exercise of

the Warrants shall be simultaneously adjusted or readjusted, as the case may be, by multiplying

the number of Common Shares purchasable upon the exercise of the Warrants immediately prior

to such adjustment or readjustment by a fraction which shall be the reciprocal of the fraction

used in the adjustment or readjustment of the Exercise Price.

(3) Rules:

The following rules and procedures shall be applicable to adjustments made pursuant to subsection

5(2) hereof:

(a) Subject

to the following clauses of this subsection 5(3), any adjustment made pursuant to subsection

5(2) hereof shall be made successively whenever an event referred to therein shall occur.

- 8 -

(b) No

adjustment in the Exercise Price shall be required unless such adjustment would result in

a change of at least one per cent in the then Exercise Price and no adjustment shall be made

in the number of Common Shares purchasable or issuable on the exercise of the Warrants unless

it would result in a change of at least one one-hundredth of a Common Share; provided, however,

that any adjustments which except for the provision of this clause 5(3)(b) would otherwise

have been required to be made shall be carried forward and taken into account in any subsequent

adjustment. Notwithstanding any other provision of subsection 5(2) hereof, no adjustment

of the Exercise Price shall be made which would result in an increase in the Exercise Price

or a decrease in the number of Common Shares issuable upon the exercise of the Warrants (except

in respect of the Common Share Reorganization described in subclause 5(2)(a) hereof or a

Capital Reorganization described in subclause 5(2)(d) hereof).

adjustment in the Exercise Price or in the number or kind of securities purchasable upon

the exercise of the Warrants shall be made in respect of any event described in section 5

hereof if the Warrantholder is entitled to participate in such event on the same terms mutatis

mutandis as if the Warrantholder had exercised the Warrants prior to or on the record date

or effective date, as the case may be, of such event. Any such participation shall be subject

to the prior approval of the TSXV or, if required, any other stock exchange on which the

Common Shares are then listed.

(d) No

adjustment in the Exercise Price or in the number of Common Shares purchasable upon the exercise

of the Warrants shall be made pursuant to subsection 5(2) hereof in respect of the issue

from time to time of Common Shares pursuant to securities issued pursuant to, or upon the

exercise, exchange or conversion of securities issued pursuant to, compensation plans that

have been approved by the shareholders of the Corporation and any required stock exchange

or issued to management, directors or employees of the Corporation and/or any subsidiary

of the Corporation as consideration for services provided to the Corporation or any subsidiary

and any such issue shall be deemed not to be a Common Share Reorganization, a Rights Offering

nor any other event described in subsection 5(2) hereof. For greater certainty, no adjustment

in the Exercise Price or in the number of Common Shares purchasable upon the exercise of

the Warrants shall be made pursuant to subsection 5(2) hereof in respect of the issue from

time to time of the Common Shares pursuant to this Warrant Certificate.

(e) If

at any time during the Adjustment Period the Corporation shall take any action affecting

the Common Shares, other than an action described in subsection 5(2) hereof, which in the

opinion of the directors would have a material adverse effect upon the rights of Warrantholders,

either or both the Exercise Price and the number of Common Shares purchasable upon exercise

of Warrants shall be adjusted in such manner and at such time by action by the directors,

in their sole discretion, but subject to the prior written consent of the TSXV or, if required,

any other stock exchange on which the Common Shares are then listed, as may be equitable

in the circumstances. Failure of the taking of action by the directors so as to provide for

an adjustment prior to the effective date of any action by the Corporation affecting the

Common Shares shall be deemed to be conclusive evidence that the directors have determined

that it is equitable to make no adjustment in the circumstances.

- 9 -

(f) If

the Corporation shall set a record date to determine holders of Common Shares for the purpose

of entitling such holders to receive any dividend or distribution or any subscription or

purchase rights and shall, thereafter and before the distribution to such holders of any

such dividend, distribution or subscription or purchase rights, legally abandon its plan

to pay or deliver such dividend, distribution or subscription or purchase rights, then no

adjustment in the Exercise Price or the number of Common Shares purchasable upon exercise

of the Warrant shall be required by reason of the setting of such record date.

(g) In

any case in which this Warrant Certificate shall require that an adjustment shall become

effective immediately after a record date for an event referred to in subsection 5(2) hereof,

the Corporation may defer, until the occurrence of such event:

(i) issuing

to the Warrantholder, to the extent that the Warrants are exercised after such record date

and before the occurrence of such event, the additional Common Shares or other securities

issuable upon such exercise by reason of the adjustment required by such event; and

(ii) delivering

to the Warrantholder any distribution declared with respect to such additional Common Shares

or other securities after such record date and before such event;

provided,

however, that the Corporation shall deliver to the Warrantholder an appropriate instrument evidencing the right of the Warrantholder

upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price or the number of Common Shares purchasable

upon the exercise of the Warrants and to such distribution declared with respect to any such additional Common Shares issuable on the

exercise of the Warrants.

(h) In

the absence of a resolution of the directors fixing a record date for a Rights Offering,

the Corporation shall be deemed to have fixed as the record date therefor the date of the

issue of the rights, options or warrants issued pursuant to the Rights Offering.

(i) If

a dispute shall at any time arise with respect to adjustments of the Exercise Price or the

number of Common Shares purchasable upon the exercise of the Warrants, such disputes shall

be conclusively determined by the auditors of the Corporation or if they are unable or unwilling

to act, by such other firm of independent chartered accountants as may be selected by the

directors and any such determination shall be conclusive evidence of the correctness of any

adjustment made pursuant to subsection 5(2) hereof and shall be binding upon the Corporation

and the Warrantholder.

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(j) As

a condition precedent to the taking of any action which would require an adjustment pursuant

to subsection 5(2) hereof, including the Exercise Price and the number or class of Common

Shares or other securities which are to be received upon the exercise thereof, the Corporation

shall take any action which may, in the opinion of counsel to the Corporation, be necessary

in order that the Corporation may validly and legally issue as fully paid and non-assessable

shares all of the Common Shares or other securities which the Warrantholder is entitled to

receive in accordance with the provisions of this Warrant Certificate.

(4) Notice:

At least 21 days prior to the earlier of the record date or effective date of any event which

requires or might require an adjustment in any of the rights of the Warrantholder under this

Warrant Certificate, including the Exercise Price or the number of Common Shares which may

be purchased under this Warrant Certificate, the Corporation shall deliver to the Warrantholder

a certificate of the Corporation specifying the particulars of such event and, if determinable,

the required adjustment and the calculation of such adjustment. In case any adjustment for

which a notice in this subsection 5(4) has been given is not then determinable, the Corporation

shall promptly after such adjustment is determinable deliver to the Warrantholder a certificate

providing the calculation of such adjustment.

(5) Share

Transfer Books Closed: The Corporation shall not be required to deliver certificates

for Common Shares while the register of transfers and share transfer books of the Corporation

are properly closed prior to any meeting of shareholders or for the payment of dividends

or for any other purpose and in the event of the surrender of any Warrant Certificate in

accordance with the provisions hereof and the making of any subscription and payment for

the Common Shares called for thereby during any such period, delivery of certificates for

Common Shares may be postponed for not more than three (3) business days after the date of

the re-opening of said share transfer books; provided, however, that any such postponement

of delivery of certificates shall be without prejudice to the right of the Warrantholder

so surrendering the same and making payment during such period to receive after the share

transfer books shall have been re-opened such certificates for the Common Shares called for,

as the same may be adjusted pursuant to section 5 herein as a result of the completion of

the event in respect of which the transfer books were closed.

6. Further

Assurances: The Corporation hereby covenants and agrees that it will do, execute,

acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all and

every such other act, deed and assurance as the Warrantholder shall reasonably require for

the better accomplishing and effectuating of the intentions and provisions of this Warrant

Certificate.

7. Time

of Essence: Time shall be of the essence of this Warrant Certificate.

8. Governing

Laws: This Warrant Certificate shall be construed in accordance with the laws of

the Province of Ontario and the federal laws of Canada applicable therein.

9. Notices:

All notices or other communications to be given under this Warrant Certificate shall be delivered

by hand or by email and, if delivered by hand, shall be deemed to have been given on the

delivery date and, if sent by email, on the date of transmission if sent before 5:00 p.m.

on a business day or, if such day is not a business day, on the first business day following

the date of transmission.

Notices

to the Corporation shall be addressed to:

Blue

Moon Metals Inc.

550 – 220 Bay Street

Toronto, Ontario M5J 2W4

Attention:

[*]

Email:

[*]

With

a copy (which will not constitute notice):

Bennett

Jones LLP

3400 One First Canadian Place

Toronto, ON M5X 1A4

Attention

: [*]

Email : [*]

Notices

to the Warrantholder shall be addressed to the address of the Warrantholder set out on the face page of this Warrant Certificate.

The

Corporation and the Warrantholder may change its address for service by notice in writing to the other of them specifying its new address

for service under this Warrant Certificate.

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10. Legends

on Common Shares:

(1) Canadian

Legends: Any certificate representing Common Shares issued upon the exercise of the

Warrants prior to the date which is four months and one day after the date hereof will bear

the following legends:

“UNLESS

PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE FEBRUARY 17, 2027.”

And,

if applicable, if issued prior to the date which is four months and one day after the date hereof, will also bear the following legend:

“WITHOUT

PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED

BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE

OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL FEBRUARY 17, 2027.”;

provided

that at any time subsequent to the date which is four months and one day after the date hereof any certificate representing such Common

Shares may be exchanged for a certificate bearing no such legends. The Corporation shall use the best efforts thereof to cause the registrar

and transfer agent to deliver the certificate representing such Common Shares within three business days after receipt of the legended

certificate or certificates.

(2) US

Legend: Any certificate representing Common Shares issued upon the exercise of the

Warrants will bear the following legend:

“THE