Exhibit 10.2

INVESTOR RIGHTS AGREEMENT

THE ELMET GROUP CO.

and

BLUE MOON METALS INC.

TABLE OF CONTENTS

INVESTOR RIGHTS AGREEMENT

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

BETWEEN:

THE ELMET GROUP CO.,

a corporation organized under the laws of Delaware,

(hereinafter referred to as the “Investor”),

- and -

BLUE MOON METALS INC.,

a 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

“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;

“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;

“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);

“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.

Except as may be otherwise specifically provided in this Agreement and unless the context otherwise requires, in this 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.

Time shall be of the essence of this Agreement.

(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.

If 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.

Article 2
Participation and top-up RightS

If 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.

So 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:

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.

If 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.

(a) Without limiting Section 2.2 and subject to the terms of this Section 2.3:

(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.

(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.

(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:

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.

(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.

(c) The 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.

In 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.

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”):

Article 3
BOARD NOMINATION RIGHTS

As long as the Investor has the right to designate a TEG Nominee under Section 3.1(a), the Company shall:

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.

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).

If 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).

Each TEG Nominee shall:

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

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:

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:

Article 5
COVENANTS

The Company shall use commercially reasonable efforts to:

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.

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.

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.

(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

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.

(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:

(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:

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.

(c) Either 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.

No 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.

No 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.

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.

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.

(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.

(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:

(c) The 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.

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.

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.

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.

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IN WITNESS WHEREOF this Agreement has been executed by the parties on the date first written above.

Signature Page – Investor Rights Agreement