Value Security Escrow Agreement

The offer was not subject to MI 61-101`s formal requirements for minority shareholder approval, as the offer was a distribution of securities for cash and neither the fair market value of the shares distributed to the interested parties nor those against a consideration of $2,500,000 were at fair market value of the shares distributed to the interested parties. The report on the main changes to the offer was not submitted 21 days before the closing of the offer within the meaning of Section 5.2(2) of MI 61-101, as subscriptions under the Parimeter offer were not available until shortly before closing. TSX Venture Exchange has agreed to two separate options agreements (“agreements”) of October 26, 2020 between the Company and one-third of Arm`s Length (the “provider”) for the presentation of the documentation. Under the agreements, the company has the opportunity to exercise and gain a total 100% stake in the gold and six-sum graves in the Yukon Territory. The Company will provide, for each of the above-mentioned assets, the full consideration as follows: Unlimited number of shares without face value, whose shares are subject to a 36-month period and a trust agreement under the CPC trust agreement. For more details on the agreement plan, see Perimeter`s press releases of June 12, 2020, April 23, 2020, December 4, 2019 and June 4, 2019 and June 4, 2020. , 2019 and the joint information circular on the New World and pre-accession perimeter meetings regarding the plan of arrangement, a copy of which is available on the perimeter sedar profile. Under the plan, former New World shareholders received 4,999,995 common shares (a common share each) and 1,712,378 warrants for De (“NW Warrants”) with an exercise price of $1.20 and former pre-closing perimeter shareholders issued 26,787,392 common perimeter shares. This reflects the foreign exchange statement established under the Plan of Arrangement, under which Pre-Closing Perimetermeter shareholders received 0.20833 common perimeter shares in exchange for each common share held prior to the closing perimeter and New World shareholders received 0.36499 common shares in exchange for each common share held by New World. The former pre-Closing Perimeter options and warrants had converted their options and warrants into 5,063,214 options and 3,530,168 Warrants of Perimeter based on the same foreign exchange ratio used in the plan of arrangement. As noted above, common shares held by the Roadmap and roadmap funds are subject to an 18-month holding period, in accordance with the terms of the Primary Investor Agreement, previously announced in a New World press release of June 3, 2019 and a copy of which is available on the seDAR profile from time to time , in addition to a trust agreement relating to the safety of animal value 2. In total, 16,936,530 common shares, 467,548 Warrants and 1,822,803 Stock options of a Tier 2 Value Security Escrow Agreement (or restrictions equivalent to the resale of seeds) in accordance with the TSX-V guidelines, which provide for the phasing out of fiduciary securities over a three-year period following the issuance of the final stock report card for the plan.