Waroona Energy : Other material contracts

Execution Version

FRONTIER ENERGY LTD

AND

WAROONA ENERGY INC.

ARRANGEMENT AGREEMENT

OCTOBER 6, 2023

Execution Version

	TABLE OF CONTENTS
ARTICLE 1 INTERPRETATION	2
1.1	Definitions	2
1.2	Interpretation Not Affected by Headings	20
1.3	Number and Gender	20
1.4	Computation of Time	20
1.5	Time References	20
1.6	Currency	20
1.7	Accounting Matters	20
1.8	Knowledge	21
1.9	Statutes	21
1.10	Capitalized Terms	21
1.11	Schedules	21
1.12	Disclosure Schedule	21
ARTICLE 2 THE ARRANGEMENT	21
2.1	Arrangement	21
2.2	Interim Order	22
2.3	Company Meeting	23
2.4	Company Circular	25
2.5	Final Order	26
2.6	U.S. Securities Law Matters	27
2.7	Court Proceedings	28
2.8	Arrangement and Effective Date	29
2.9	Payment of Consideration	29
2.10	Announcement and Shareholder Communications	29
2.11	Withholding Taxes	30
2.12	Adjustments to Consideration	31
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE
COMPANY	31
3.1	Representations and Warranties	31
3.2	Survival of Representations and Warranties	58
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE
PURCHASER	58
4.1	Representations and Warranties	58
4.2	Survival of Representations and Warranties	67
ARTICLE 5 COVENANTS	67

5.1 Covenants of the Company Regarding the Conduct of

Business

67

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5.2 Covenants of the Purchaser Regarding the Conduct of

Business

74

5.3 Mutual Covenants of the Parties Relating to the

	Arrangement	75
5.4	Covenants of Purchaser Regarding Blue-Sky Laws	76
5.5	Covenants of the Company Relating to Convertible
	Securities	76
5.6	Non-Solicitation	76
5.7	Access to Information; Confidentiality	82
5.8	Insurance and Indemnification	83
5.9	Pre-Acquisition Reorganization	84
5.10	Key Regulatory Approvals	86
ARTICLE 6 CONDITIONS	87
6.1	Mutual Conditions Precedent	87

6.2 Additional Conditions Precedent to the Obligations of the

	Purchaser	88
6.3	Conditions Precedent to the Obligations of the Company	89
6.4	Satisfaction of Conditions	91
6.5	Notice of Breach	91
ARTICLE 7 TERM, TERMINATION, AMENDMENT AND WAIVER	91
7.1	Term	91
7.2	Termination	91
7.3	Amendment	95
7.4	Waiver	95
ARTICLE 8 GENERAL PROVISIONS	95
8.1	Notices	95
8.2	Governing Law	96
8.3	Injunctive Relief	97
8.4	Time of Essence	97
8.5	Entire Agreement, Binding Effect and Assignment	97
8.6	No Liability	98
8.7	Severability	98
8.8	Waiver of Jury Trial	99
8.9	Third Party Beneficiaries	99
8.10	Counterparts, Execution	99
Schedule A - Form of Plan of Arrangement
Schedule B - Form of Arrangement Resolution

Execution Version

ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT is made as of October 6, 2023

BETWEEN:

FRONTIER ENERGY LTD, a corporation existing under the laws of Australia with its head office at Level 20, 140 St Georges Terrace, Perth, WA, 6000, Australia (the "Purchaser")

- and -

WAROONA ENERGY INC. a corporation existing under the laws of British Columbia, with its registered and records office at 1681 Chestnut Street, Suite 400, Vancouver, BC, V6J 4M6 (the "Company")

RECITALS:

1. The Purchaser proposes to acquire all of the issued and outstanding Company Shares and, except as contemplated herein, all other equity interests of the Company be cancelled, in each case, in accordance with the Arrangement;
2. Upon the effectiveness of the Arrangement, Company Shareholders will receive the Consideration for each Company Share they hold;
3. The Company Board has evaluated the Arrangement with the Company's management and legal and financial advisors and, following the receipt and review of a unanimous recommendation from the Special Committee, the Company Board has unanimously determined that the Arrangement is in the best interests of the Company, and the Company Board has resolved to recommend that the Company Shareholders vote in favour of the Arrangement Resolution, all subject to the terms and the conditions contained in this Agreement;
4. The Purchaser has entered into the Voting Agreements with the Locked-Up Shareholders, pursuant to which each of the Locked-Up Shareholders has agreed to vote their Company Shares in favour of the Arrangement Resolution on the terms and subject to the conditions set forth in the Voting Agreements; and
5. The parties hereto have entered into this Agreement to provide for the matters referred to in the foregoing recitals and for other matters related to the transaction herein provided for.

THEREFORE, in consideration of the covenants and agreements herein contained, the Parties agree as follows:

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ARTICLE 1

INTERPRETATION

1.1 Definitions

Whenever used in this Agreement, the following words and terms have the meanings set out below:

"Acquisition Proposal" means, other than the transactions contemplated by this Agreement, and other than any transaction involving only the Company and/or one or more of its wholly-owned Subsidiaries, any offer, proposal or inquiry from any Person or group of Persons (other than the Purchaser or any affiliate of the Purchaser), whether or not in writing and whether or not delivered to the Company Shareholders, relating to: (a) any direct or indirect acquisition, purchase, disposition (or any lease, royalty, joint venture, long-term supply agreement or other arrangement having the same economic effect as a sale), through one or more transactions, of (i) the assets of the Company and/or one or more of its Subsidiaries that, individually or in the aggregate, constitute 20% or more of the consolidated assets of the Company and its Subsidiaries, taken as a whole, or which contribute 20% or more of the consolidated revenue of the Company and its Subsidiaries, taken as a whole, or (ii) 20% or more of any voting or equity securities of the Company or 20% or more of any voting or equity securities of any one or more of any of the Company's Subsidiaries that, individually or in the aggregate, contribute 20% or more of the consolidated revenues or constitute 20% or more of the fair value of the consolidated assets of the Company and its Subsidiaries, taken as a whole (in each case, determined based upon the most recently publicly available consolidated financial statements of the Company); (b) any direct or indirect take-over bid, tender offer, exchange offer, sale or issuance of securities or other transaction that, if consummated, would result in such Person or group of Persons beneficially owning 20% or more of any class of voting, equity or other securities (including securities convertible into or exercisable or exchangeable for securities or equity interests) of the Company or any of its Subsidiaries; or (c) a plan of arrangement, merger, amalgamation, consolidation, share exchange, share reclassification, business combination, reorganization, recapitalization, liquidation, dissolution, winding up or other similar transaction or series of transactions involving the Company or any of its Subsidiaries that, if consummated, would result in such Person or group of Persons beneficially owning 20% or more of any class of voting, equity or other securities (including securities convertible into or exercisable or exchangeable for securities or equity interests) of the Company or any of its Subsidiaries.

"affiliate" has the meaning ascribed thereto in NI 45-106, in force as of the date of this Agreement;

"Agreement" means this arrangement agreement, including all schedules annexed hereto, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof;