Common use of Capitalization and Listing Clause in Contracts

Capitalization and Listing. (a) The authorized share capital of Excellon consists of an unlimited number of Excellon Shares. As at the date of this Agreement there are: (A) 112,648,181 Excellon Shares validly issued and outstanding as fully-paid and non-assessable shares of Excellon; (B) outstanding Excellon Options providing for the issuance of 2,129,999 Excellon Shares upon the exercise thereof; (C) 2,318,264 outstanding Excellon RSUs redeemable for cash or Excellon Shares upon the redemption thereof; (D) 2,307,861 outstanding Excellon DSUs redeemable for cash or Excellon Shares upon the redemption thereof; and (E) outstanding Excellon Warrants providing for the issuance of 5,462,000 Excellon Shares upon the exercise thereof. Other than the Excellon Options, Excellon RSU, Excellon DSUs and Excellon Warrants, there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of Excellon or the Excellon Subsidiaries to issue or sell any shares of Excellon or the Excellon Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of Excellon or the Excellon Subsidiaries, and there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of Excellon or the Excellon Subsidiaries, and no person is entitled to any pre-emptive or other similar right granted by Excellon or the Excellon Subsidiaries. (b) The Excellon Disclosure Letter sets forth, as of the date hereof, the holders of all outstanding Excellon Options, Excellon RSUs, Excellon DSUs and Excellon Warrants and the number, exercise prices and expiration dates thereof to such holders. All Excellon Shares that may be issued pursuant to the exercise of outstanding Excellon Options or Excellon Warrants or redemption of Excellon RSUs or Excellon DSUs prior to the Effective Time will, when issued in accordance with the terms thereof, as applicable, be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to, or issued in violation of, any pre-emptive rights. (c) There are no outstanding contractual obligations of Excellon or the Excellon Subsidiaries to repurchase, redeem or otherwise acquire any Excellon Shares or any shares of the Excellon Subsidiaries. The Excellon Subsidiaries do not own any Excellon Shares. (d) No order ceasing or suspending trading in securities of Excellon nor prohibiting the sale of such securities has been issued and is outstanding against Excellon or its directors, officers or promoters. (e) All outstanding Excellon Shares, all outstanding Excellon Options, all outstanding Excellon RSUs, all outstanding Excellon RSUs, all oustanding Excellon Warrants and all outstanding shares of capital stock, voting securities or other ownership interests, securities or interests in Excellon or the Excellon Subsidiaries, have been issued or granted, as applicable.

Capitalization and Listing. (a) The authorized share capital of Excellon Otis consists of an unlimited number of Excellon Otis Shares. As at the date of this Agreement there are: (A) 112,648,181 Excellon 175,403,907 Otis Shares validly issued and outstanding as fully-paid and non-assessable shares of ExcellonOtis; (B) outstanding Excellon Otis Options providing for the issuance of 2,129,999 Excellon 12,375,000 Otis Shares upon the exercise thereof; and (C) 2,318,264 outstanding Excellon RSUs redeemable for cash or Excellon Shares upon the redemption thereof; (D) 2,307,861 outstanding Excellon DSUs redeemable for cash or Excellon Shares upon the redemption thereof; and (E) outstanding Excellon Otis Warrants providing for the issuance of 5,462,000 Excellon 6,631,750 Otis Shares upon the exercise thereof. Other than the Excellon Options, Excellon RSU, Excellon DSUs Otis Options and Excellon Warrants, Otis Warrants there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of Excellon Otis or the Excellon Subsidiaries Otis Subsidiary to issue or sell any shares of Excellon Otis or of the Excellon Subsidiaries Otis Subsidiary or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of Excellon Otis or the Excellon SubsidiariesOtis Subsidiary, and there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of Excellon Otis or the Excellon SubsidiariesOtis Subsidiary, and and, except as disclosed in the Otis Disclosure Letter, no person is entitled to any pre-emptive or other similar right granted by Excellon Otis or the Excellon SubsidiariesOtis Subsidiary. (b) The Excellon Otis Disclosure Letter sets forth, as of the date hereof, the holders of all outstanding Excellon Options, Excellon RSUs, Excellon DSUs Otis Options and Excellon Otis Warrants and the number, exercise prices, conversion prices and expiration dates thereof to such holders. All Excellon Otis Shares that may be issued pursuant to the exercise or conversion of outstanding Excellon Otis Options or Excellon and Otis Warrants or redemption of Excellon RSUs or Excellon DSUs prior to the Effective Time will, when issued in accordance with the terms thereofof the Otis Options or Otis Warrants, as applicable, be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to, or issued in violation of, any pre-emptive rights. (c) There are no outstanding contractual obligations of Excellon Otis or the Excellon Subsidiaries Otis Subsidiary to repurchase, redeem or otherwise acquire any Excellon Otis Shares or any shares of the Excellon SubsidiariesOtis Subsidiary. The Excellon Subsidiaries do Otis Subsidiary does not own any Excellon Otis Shares. (d) No order ceasing or suspending trading in securities of Excellon Otis nor prohibiting the sale of such securities has been issued and is outstanding against Excellon Otis or its directors, officers or promoters. (e) All outstanding Excellon Otis Shares, all outstanding Excellon Otis Options, all outstanding Excellon RSUs, all outstanding Excellon RSUs, all oustanding Excellon Otis Warrants and all outstanding shares of capital stock, voting securities or other ownership interests, securities or interests in Excellon Otis or the Excellon SubsidiariesOtis Subsidiary, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws, including the 1933 Act.

Capitalization and Listing. (ai) The authorized share capital of Excellon Goldrock consists of an unlimited number of Excellon Goldrock Shares. As at the date of this Agreement there are: (A) 112,648,181 Excellon 102,584,918 Goldrock Shares validly issued and outstanding as fully-paid and non-assessable shares of ExcellonGoldrock; (B) 6,080,000 outstanding Excellon Goldrock Options providing for the issuance of 2,129,999 Excellon 6,080,000 Goldrock Shares upon the exercise thereof; (C) 2,318,264 nil outstanding Excellon Goldrock RSUs redeemable providing for cash or Excellon the issuance of nil Goldrock Shares upon the redemption thereof; (D) 2,307,861 outstanding Excellon DSUs redeemable for cash or Excellon Shares upon the redemption vesting thereof; and (ED) 11,560,000 outstanding Excellon Goldrock Warrants providing for the issuance of 5,462,000 Excellon 11,560,000 Goldrock Shares at a price of $0.80 per Goldrock Share upon the exercise thereof. Other than Except for the Excellon Options, Excellon RSU, Excellon DSUs and Excellon WarrantsShareholder Rights Plan, there are no other options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of Excellon Goldrock or any of the Excellon Goldrock Subsidiaries to issue or sell any shares of Excellon Goldrock or of any of the Excellon Goldrock Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of Excellon Goldrock or any of the Excellon Goldrock Subsidiaries, and there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of Excellon Goldrock or any of the Excellon Goldrock Subsidiaries based upon the book value, income or any other attribute of Goldrock or any of the Goldrock Subsidiaries, and no person . No Person is entitled to any pre-emptive or other similar right granted by Excellon Goldrock or any of the Excellon Goldrock Subsidiaries. The Goldrock Shares are listed on the TSX-V and are not listed or quoted on any other market. (bii) The Excellon Schedule 3.1(g)(ii) to the Goldrock Disclosure Letter sets forth, as of the date hereof, the holders of all outstanding Excellon Options, Excellon RSUs, Excellon DSUs Goldrock Options and Excellon Goldrock Warrants and full details with respect to all such securities (including, where applicable, the number, exercise prices and vesting and expiration dates thereof to of such holderssecurities). All Excellon Goldrock Shares that may be issued pursuant to the exercise or vesting, as applicable, of outstanding Excellon Goldrock Options or Excellon and Goldrock Warrants or redemption of Excellon RSUs or Excellon DSUs prior to the Effective Time will, when issued in accordance with the terms thereof, as applicable, be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to, to or issued in violation of, any pre-emptive rights. In addition, Goldrock has provided Fortuna with copies of the Goldrock Option Plan and the Goldrock Warrants. (ciii) There are no outstanding contractual obligations of Excellon Goldrock or any of the Excellon Goldrock Subsidiaries to repurchase, redeem or otherwise acquire any Excellon Goldrock Shares or any shares of any of the Excellon Goldrock Subsidiaries. The Excellon Subsidiaries do not own No Goldrock Subsidiary owns any Excellon Goldrock Shares. (div) No order ceasing or suspending trading in securities of Excellon Goldrock nor prohibiting the sale of such securities has been issued and is outstanding against Excellon Goldrock or its directors, officers or promoters. (e) All outstanding Excellon Shares, all outstanding Excellon Options, all outstanding Excellon RSUs, all outstanding Excellon RSUs, all oustanding Excellon Warrants and all outstanding shares of capital stock, voting securities or other ownership interests, securities or interests in Excellon or the Excellon Subsidiaries, have been issued or granted, as applicable.

Capitalization and Listing. (ai) The authorized share capital of Excellon Novamind consists of an unlimited number of Excellon Novamind Shares. As at the date of this Agreement there are: (A) 112,648,181 Excellon 48,027,162 Novamind Shares validly issued and outstanding as fully-paid and non-assessable shares of ExcellonNovamind; (B) outstanding Excellon Novamind Options providing for the issuance of 2,129,999 Excellon 3,346,052 Novamind Shares upon the exercise thereof; (C) 2,318,264 outstanding Excellon Novamind RSUs redeemable providing for cash or Excellon the issuance of 325,000 Novamind Shares upon the redemption thereof; (D) 2,307,861 outstanding Excellon DSUs redeemable for cash or Excellon Shares upon the redemption exercise thereof; and (ED) outstanding Excellon Novamind Warrants providing for the issuance of 5,462,000 Excellon 22,494,831 Novamind Shares upon the exercise thereof. Other than the Excellon Novamind Options, Excellon RSU, Excellon DSUs Novamind RSUs and Excellon Warrants, Novamind Warrants there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of Excellon or the Excellon Subsidiaries Novamind to issue or sell any shares of Excellon or the Excellon Subsidiaries Novamind or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of Excellon or the Excellon SubsidiariesNovamind, and there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of Excellon or the Excellon SubsidiariesNovamind, and no person is entitled to any pre-emptive or other similar right granted by Excellon or Novamind. Immediately following the Excellon SubsidiariesEffective Time, the Novamind Warrants will be adjusted in accordance with their respective contractual terms to account for the Arrangement. (bii) The Excellon Novamind Disclosure Letter sets forth, as of the date hereof, the holders of all outstanding Excellon Novamind Options, Excellon RSUs, Excellon DSUs Novamind RSUs and Excellon Novamind Warrants and the number, exercise prices and expiration dates thereof of each grant or issuance to such holders, respectively. The exercise price of each Novamind Option is not (and is not deemed to be) less than the fair market value of the Novamind Share as of the date of grant of such Novamind Option. All Excellon Novamind Shares that may be issued pursuant to the exercise of outstanding Excellon Options or Excellon Novamind Options, Novamind RSUs and Novamind Warrants or redemption of Excellon RSUs or Excellon DSUs prior to the Effective Time will, when issued in accordance with the terms thereofof the Novamind Options, Novamind RSUs or Novamind Warrants, as applicable, be duly authorized, validly issued, fully-paid and non-non- assessable and are not and will not be subject to, or issued in violation of, any pre-pre- emptive rights. (ciii) There are no outstanding contractual obligations of Excellon or the Excellon Subsidiaries Novamind to repurchase, redeem or otherwise acquire any Excellon Shares or any shares of the Excellon Subsidiaries. The Excellon Subsidiaries do not own any Excellon Novamind Shares. (div) No order ceasing or suspending trading in securities of Excellon Novamind nor prohibiting the sale of such securities has been issued and is outstanding against Excellon Novamind or its directors, officers or promoters. (ev) All outstanding Excellon Novamind Shares, all outstanding Excellon Novamind Options, all outstanding Excellon RSUs, all outstanding Excellon RSUs, all oustanding Excellon Warrants and all outstanding shares of capital stock, voting securities or other ownership interests, securities or interests in Excellon or the Excellon SubsidiariesNovamind, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws, including the 1933 Act. (vi) The Novamind Stock Option Plan and the Novamind RSU Plan and the issuances of Novamind Shares under such plans have been recorded on the Novamind’s financial statements in accordance with IFRS, and no such grants involved any “back dating,” “forward dating,” “spring loading” or similar practices.

Capitalization and Listing. (ai) The authorized share capital of Excellon APM consists of an unlimited number of Excellon APM Shares. As at the date of this Agreement there are: (A) 112,648,181 Excellon 117,914,210 APM Shares validly issued and outstanding as fully-paid and non-assessable shares of ExcellonAPM; (B) outstanding Excellon APM Options providing for the issuance of 2,129,999 Excellon 6,875,000 APM Shares upon the exercise thereof; and (C) 2,318,264 13,904,284 outstanding Excellon RSUs redeemable for cash or Excellon Shares upon the redemption thereof; (D) 2,307,861 outstanding Excellon DSUs redeemable for cash or Excellon Shares upon the redemption thereof; and (E) outstanding Excellon APM Warrants providing for the issuance of 5,462,000 Excellon 13,904,284 APM Shares upon the exercise thereof. Other than the Excellon Options, Excellon RSU, Excellon DSUs APM Options and Excellon Warrants, APM Warrants there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of Excellon APM or the Excellon any APM Subsidiaries to issue or sell any shares of Excellon APM or shares, partnership interests or other equity interests of any of the Excellon APM Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire or subscribe for any shares in the capital of Excellon APM or shares, partnership interests or other equity interests of any of the Excellon SubsidiariesAPM Subsidiaries and other than the APM Stock Option Plan, and there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, security based compensation arrangements or commitments of Excellon maintained by APM or the Excellon Subsidiaries, and no person is entitled to any pre-emptive or other similar right granted by Excellon or the Excellon APM Subsidiaries. (bii) The Excellon Disclosure Letter sets forthAll securities issued in accordance with the terms of this Agreement and the Plan of Arrangement, as including any Consideration Shares, the Replacement Options and any APM Shares issuable upon conversion of the date hereof, the holders of all outstanding Excellon Options, Excellon RSUs, Excellon DSUs and Excellon Warrants and the number, exercise prices and expiration dates thereof to such holders. All Excellon Shares that may be issued pursuant to the exercise of outstanding Excellon Replacement Options or Excellon any Constantine Warrants or redemption of Excellon RSUs or Excellon DSUs prior to the Effective Time will, when issued in accordance with the terms thereof, as applicable, be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to, or issued in violation of, any pre-emptive rights. (ciii) There As of the date hereof, there are no outstanding contractual obligations of Excellon APM or any of the Excellon APM Subsidiaries to repurchase, redeem or otherwise acquire any Excellon APM Shares or any shares of, or partnership interests or other equity interests in, any of the Excellon APM Subsidiaries, or qualify securities for public distribution in Canada or elsewhere, or with respect to the voting or disposition of any securities of APM or any of the APM Subsidiaries. The Excellon Subsidiaries do not own No APM Subsidiary owns any Excellon APM Shares. (div) There are no outstanding contractual obligations of APM nor the APM Subsidiaries to repurchase, redeem or otherwise acquire any APM Shares. (v) No order ceasing or suspending trading in securities of Excellon APM nor prohibiting the sale of such securities has been issued and is outstanding against Excellon or APM or, to the knowledge of APM, its directors, officers or promoters. (evi) All outstanding Excellon APM Shares, all outstanding Excellon Options, all outstanding Excellon RSUs, all outstanding Excellon RSUs, all oustanding Excellon APM Options and APM Warrants and all outstanding shares of capital stock, voting securities or other ownership interests, securities or interests in Excellon or APM and the Excellon Subsidiaries, APM Subsidiaries have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (vii) The APM Stock Option Plan and the issuances of APM Shares under such plan have been recorded on APM’s financial statements in accordance with IFRS, and no such grants involved any “back dating,” “forward dating,” “spring loading” or similar practices.

Capitalization and Listing. (a) The authorized share capital of Excellon Metalla consists of an unlimited number of Excellon Metalla Shares. As at the date of this Agreement there are: (A) 112,648,181 Excellon 52,839,527 Metalla Shares validly issued and outstanding as fully-paid and non-assessable shares of ExcellonMetalla; (B) outstanding Excellon Metalla Options providing for the issuance of 2,129,999 Excellon 2,290,527 Metalla Shares upon the exercise thereof; and (C) 2,318,264 outstanding Excellon Metalla RSUs redeemable for cash or Excellon Shares upon the redemption thereof; (D) 2,307,861 outstanding Excellon DSUs redeemable for cash or Excellon Shares upon the redemption thereof; and (E) outstanding Excellon Warrants providing for the issuance of 5,462,000 Excellon 553,850 Metalla Shares upon settlement thereof; and (D) the exercise Metalla Convertible Loan Facility providing for the issuance of such number Metalla Shares as applicable upon the conversion thereof. Other than the Excellon Metalla Options, Excellon RSU, Excellon DSUs Metalla RSUs and Excellon Warrantsthe Metalla Convertible Loan Facility, there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of Excellon Metalla or the Excellon any of its Subsidiaries to issue or sell any shares of Excellon Metalla or the Excellon of any of its Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of Excellon Metalla or the Excellon any of its Subsidiaries, and there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of Excellon Metalla or the Excellon any of its Subsidiaries, and no person Person is entitled to any pre-emptive or other similar right granted by Excellon Metalla or the Excellon any of its Subsidiaries. (b) The Excellon Disclosure Letter sets forth, as of All Metalla Shares comprising the date hereof, Consideration and underlying the holders of all outstanding Excellon Options, Excellon RSUs, Excellon DSUs and Excellon Warrants and the number, exercise prices and expiration dates thereof to such holders. All Excellon Shares that may be issued pursuant to the exercise of outstanding Excellon Replacement Options or Excellon Warrants or redemption of Excellon RSUs or Excellon DSUs prior to the Effective Time will, when issued in accordance with the terms thereof, as applicableof the Arrangement, be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to, or issued in violation of, any pre-emptive rightsMetalla Shares. (c) There are no outstanding contractual obligations of Excellon Metalla or the Excellon any of its Subsidiaries to repurchase, redeem or otherwise acquire any Excellon Metalla Shares or any shares of the Excellon any of its Subsidiaries. The Excellon Subsidiaries do not own No Subsidiary of Metalla owns any Excellon Metalla Shares. (d) No order ceasing or suspending trading in securities of Excellon Metalla nor prohibiting the sale of such securities has been issued and is outstanding against Excellon Metalla or its directors, officers or promoters. (e) All outstanding Excellon Shares, all outstanding Excellon Options, all outstanding Excellon RSUs, all outstanding Excellon RSUs, all oustanding Excellon Warrants and all outstanding shares of capital stock, voting securities or other ownership interests, securities or interests in Excellon or the Excellon Subsidiaries, have been issued or granted, as applicable.