Exhibit 99.20

Execution Version

UNDERWRITING AGREEMENT

September 26, 2025

Blue Moon Metals Inc.

200 Bay Street, Suite 550

Toronto, Ontario, Canada M5J 2W4

Attention:         Mr. Christian Kargl-Simard (Chief Executive Officer and Director)

Dear Sir:

Scotia Capital Inc. (“Scotia”), Canaccord Genuity Corp. (“Canaccord” and, together with Scotia, the “Joint Bookrunners”), as joint bookrunners, together with Cormark Securities Inc., as co-lead manager, as well as Haywood Securities Inc. and Fearnley Securities AS (collectively with the Joint Bookrunners, the “Underwriters” and, each individually, an “Underwriter”) hereby severally, and not jointly, nor jointly and severally, offer and agree to purchase, in the respective percentages set out in paragraph 2.16(c) of this Agreement, on a “bought deal” basis, or alternatively and without prejudice to the Underwriters obligation to purchase, to arrange, as agent for substituted purchasers (the “Substituted Purchasers”) in the Selling Jurisdictions (as defined herein) to purchase, from Blue Moon Metals Inc. (the “Corporation”), and the Corporation hereby agrees to issue and sell to the Underwriters, 22,800,000 common shares in the capital of the Corporation (the “Base Shares”), at a price of $3.30 per Base Share (“Offering Price”) for an aggregate purchase price of $75,240,000, upon and subject to the terms and conditions contained herein. For greater certainty, the obligation of the Underwriters to purchase the Base Shares shall be reduced by an amount equal to the number of Base Shares purchased by any such Substituted Purchasers. After a reasonable effort has been made to sell all of the Base Shares at the Offering Price, the Underwriters may subsequently reduce the selling price to investors from time to time, provided that any such reduction in the Offering Price shall not affect the aggregate gross proceeds less the Commission (as defined below) payable to the Corporation.

The Underwriters understand that the Corporation has prepared and, concurrently with or immediately after the execution hereof, will file the Prospectus Supplement (as defined herein) and all necessary documents relating thereto and will take all additional steps to qualify the Offered Shares (as defined herein) for distribution in the Qualifying Jurisdictions (as defined herein). The Underwriters intend to make a public offering of the Offered Shares in the Qualifying Jurisdictions and on a private placement basis in offshore jurisdictions outside of Canada and the United States (as defined herein) upon the terms set forth herein and in the Prospectus, including that no offshore sale shall require the Corporation to make any filing in such jurisdiction or otherwise become subject to any ongoing reporting obligations. Furthermore, the Corporation understands that the Underwriters reserve the right to offer and resell the Offered Shares in the United States solely to Qualified Institutional Buyers (as defined herein) pursuant to Rule 144A under the U.S. Securities Act. All offers and sales of the Offered Shares in the United States (a) will be made in accordance with Schedule “A” attached hereto (which schedule is incorporated into and forms part of this Agreement), (b) will be conducted in such a manner so as not to require registration thereof under the U.S. Securities Act, and (c) will be conducted through an affiliate of one or more of the Underwriters duly registered with the SEC (as defined herein) and the Financial Industry Regulatory Authority, Inc. and in compliance with U.S. Securities Laws (as defined herein). The Corporation acknowledges and agrees that the Underwriters may offer and sell the Offered Shares to or through any affiliates of the Underwriters and that any such affiliate may offer and sell the Offered Shares purchased by it.

In addition to the Offering of Base Shares, the Corporation hereby grants an option (the “Over-Allotment Option”) to the Underwriters, entitling the Underwriters to purchase, or arrange for Substituted Purchasers to purchase, on and subject to the terms contained herein, up to an aggregate of 3,420,000 additional common shares in the capital of the Corporation (the “Optioned Shares”) at the Offering Price. The Over- Allotment Option is exercisable in whole or in part, at any time and from time to time, for a period of 30 days after and including the Closing Date (as defined herein). If the Joint Bookrunners, on behalf of the Underwriters, elect to exercise such Over-Allotment Option, the Joint Bookrunners shall notify the Corporation in writing not less than 48 hours prior to the proposed Option Closing Date (as defined herein), which notice shall specify the number of Optioned Shares to be purchased by the Underwriters and/or the Substituted Purchasers pursuant to the Over-Allotment Option and the date (the “Option Closing Date”) on which such Optioned Shares are to be purchased, which Option Closing Date shall be no earlier than the date that is 48 hours following receipt of the notice. The Over-Allotment Option may be exercised solely for the purpose of covering the Underwriters' over-allocation position (as such concept is defined in NI 41- 101) of the Underwriters and for market stabilization purposes (which date may be the same date as the Closing Date). If any Optioned Shares are purchased pursuant to the Over-Allotment Option, each Underwriter agrees, severally and not jointly, nor jointly and severally, to purchase, or arrange for the Substituted Purchasers to purchase, the percentage of such Optioned Shares equal to the percentage set out opposite the name of such Underwriter in paragraph 2.16(c) of this Agreement. By executing this agreement the Underwriters hereby represent and warrant to the Corporation that the Underwriters over-allocation position is at least equal to 3,420,000 Optioned Shares. The Underwriters shall be under no obligation whatsoever to exercise the Over-Allotment Option in whole or in part.

Unless the context otherwise requires or unless otherwise specifically stated, all references in this Agreement to the “Offering” shall be deemed to include the Over-Allotment Option and all references in this Agreement to “Offered Shares” shall mean, collectively, the Base Shares and the Optioned Shares.

The Corporation agrees that each of the Underwriters shall be entitled to appoint a soliciting dealer group consisting of other dealers registered in any of the Qualifying Jurisdictions acceptable to the Corporation, acting reasonably, for the purposes of arranging for purchasers of the Offered Shares and the Underwriters shall be entitled to determine the remuneration payable by the Underwriters to such other dealers appointed by them.

In consideration of the Underwriters’ services to be rendered in connection with the Offering, including the agreement of the Underwriters to purchase the Offered Shares and to offer them to the public pursuant to the Offering Documents (as defined herein), the Corporation shall pay to the Underwriters at the Closing Time (as defined herein) a cash commission equal to 6.0% of the gross proceeds realized by the Corporation in respect of the sale of the Offered Shares (the “Commission”).

The Offering is conditional upon and subject to the additional terms and conditions set forth below. The following are additional terms and conditions of the Agreement between the Corporation and the Underwriters:

ARTICLE 1

DEFINITIONS

1.1            Definitions:

In this Agreement, in addition to the terms defined above or elsewhere in this Agreement, the following terms shall have the following meanings:

“Agreement” means the agreement resulting from the acceptance by the Corporation of the offer made hereby, as the same may be supplemented, amended and/or restated from time to time;

“Ancillary Documents” means any documents executed and delivered, or to be executed and delivered, by the Corporation in connection with the transactions contemplated by this Agreement;

“Base Shares” has the meaning ascribed thereto on the face page hereof;

“BCBCA” means the Business Corporations Act (British Columbia);

“Blue Moon Project” means the polymetallic volcanogenic massive sulfide (VMS) deposit located in central California approximately 22 miles northeast of Merced and 120 miles east, southeast of San Francisco, as further described in the Blue Moon Technical Report;

“Blue Moon Technical Report” means the technical report titled “NI 43-101 Technical Report for the Preliminary Economic Assessment of the Blue Moon Mine, Mariposa County, California” dated April 14, 2025 with an effective date of March 3, 2025, as amended and restated on September 12, 2025, and prepared by Scott Wislon, C.P.G., SME-REM, Peter Szkilnyk, P. Eng., Alan J. San Martin, P. Eng., Richard Gowans, P. Eng., Justin Taylor, P. Eng., and Christopher Jacobs, C. Eng., MIMMM;

“British Columbia Act” means the Securities Act (British Columbia) and the regulations thereunder, together with the fee schedules, prescribed forms, instruments, policies, rules, orders, codes, notices and interpretation notes of the British Columbia Securities Commission, as amended, supplemented or replaced from time to time;

“Business Day” means a day which is not a Saturday, Sunday or statutory or civic holiday in the City of Toronto, Ontario;

“Canaccord” has the meaning ascribed thereto on the face page hereof;

“Canadian Securities Regulators” means the applicable securities commission or securities regulatory authority in each of the Qualifying Jurisdictions;

“Claims” has the meaning ascribed thereto in Section 2.18;

“Closing” means the completion of the issue and sale by the Corporation and the purchase by the Underwriters on the Closing Date of the Offered Shares as contemplated by this Agreement;

“Closing Date” means October 1, 2025 or such other date as the Corporation and the Joint Bookrunners, on behalf of the Underwriters, may agree;

“Closing Time” means 8:30 a.m. (Toronto time) on the Closing Date or such other time on the Closing Date as the Corporation and the Joint Bookrunners, on behalf of the Underwriters, may agree;

“Commission” has the meaning ascribed thereto on page 2 hereof;

“Common Shares” means the common shares of the Corporation;

“Corporation” has the meaning ascribed thereto on the face page hereof;

“Corporation Auditor” means Davidson & Company LLP, Chartered Professional Accountants, the former auditor of the Corporation;

“Corporation Subsidiaries” means, collectively, Keystone, NSG, Nussir, Blue Moon Norway AS, Repparjord Eiendom AS and Sulitjelma Mineral AS, and

“Corporation Subsidiary” means any of them;

“Corporation Subsidiaries’ Auditor” means KPMG AS;

“Debt Instrument” means any material loan, bond, debenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money or other liability;

“Documents Incorporated by Reference” means all financial statements, management’s discussion and analysis, management information circulars, annual information forms, material change reports, business acquisition reports, Marketing Materials or other documents issued or filed by the Corporation, whether before or after the date of this Agreement, that are incorporated by reference or required to be incorporated by reference into the Prospectus;

“Employee Plans” has the meaning ascribed thereto in Section 2.7(lll);

“Engagement Letter” means the letter agreement dated September 24, 2025, as amended on September 25, 2025, among the Corporation and the Joint Bookrunners, on behalf of the Underwriters, in connection with the Offering;

“Environmental and Health Laws” has the meaning ascribed thereto in Section 2.7(yy);

“Excluded Transaction” has the meaning ascribed thereto in Section 2.6(i);

“Final Base Shelf Prospectus” means the final short form base shelf prospectus dated September 23, 2025, including all of the Documents Incorporated by Reference, prepared by the Corporation and for which a receipt has been issued by the Principal Regulator on its own behalf and, as principal regulator, on behalf of the other applicable Canadian Securities Regulators;

“Financial Statements” means the financial statements of the Corporation, NSG and Nussir, included in the Documents Incorporated by Reference, including the notes to such statements and the related auditors’ report on such statements, if any;

“Governmental Authority” means (a) any multinational, federal, provincial, state, municipal, regional, local or other governmental or public department, regulatory authority, central bank, court, commission, board, bureau, agency or instrumentality, domestic or foreign, (b) any subdivision agent, commission, board, or authority of any of the foregoing, (c) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, and (d) any stock exchange or self-regulatory authority and, for greater certainty, includes the Securities Regulators;

“Hartree Loan Agreement” means the loan agreement dated August 19, 2025, as amended on September 2, 2025, among the Corporation, Keystone, Nussir, Blue Moon Norway AS, Repparfjord Eiendom AS, Hartree Partners, LP and Opps XII BL MN Holdings LP;

“Hazardous Substances” has the meaning ascribed thereto in Section 2.7(yy);

“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board;

“including” means including without limitation;

“Indemnified Party” has the meaning ascribed thereto in Section 2.18;

“Information Record” means all information regarding the Corporation that is made publicly available by the Corporation together with all information prepared by the Corporation and provided to the Underwriters or to potential purchasers of the Offered Shares, if any, and includes, but is not limited to, all prospectuses, annual reports, annual and interim financial statements, annual information forms, business acquisition reports, management discussion and analysis of financial condition and results of operations, information circulars, material change reports, press releases and all other information or documents required to be filed or furnished by the Corporation under applicable Securities Laws in the Reporting Jurisdictions which have been publicly filed or otherwise publicly disseminated by the Corporation;

“Joint Bookrunners” has the meaning ascribed thereto on the face page hereof;

“Keystone” means Keystone Mines Inc.;

“Laws” means any and all applicable laws, including all statutes, codes, ordinances, decrees, rules, regulations, municipal by-laws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, or policies or guidelines of or issued by a Governmental Authority;

“limited-use version” has the meaning ascribed thereto in NI 41-101;

“Lock-Up Agreements” has the meaning ascribed thereto in Section 2.12;

“Losses” has the meaning ascribed thereto in Section 2.18;

“Marketing Materials” has the meaning ascribed to “marketing materials” in NI 41-101;

“Material Adverse Effect” means the effect resulting from any event, change (including a decision to implement a change made by the board of directors of the Corporation or by senior management of the Corporation who believe that confirmation of the decision by the board of directors is probable), occurrence, state of fact or circumstance, individually or in the aggregate with other such events, changes, occurrences, states of fact or circumstances (a) which is or could reasonably be expected to be materially adverse to the business, affairs, capital, operations, results of operations, property rights, assets, liabilities (contingent or otherwise) or condition (financial or otherwise) of the Corporation, (b) which could reasonably be expected to have a significant negative effect on the market price or value of the Common Shares, or (c) which would result in any Ancillary Document or Offering Document containing a misrepresentation;

“MI 11-102” means Multilateral Instrument 11-102 – Passport System and its companion policy;

“ Mining Projects” means, collectively, the Blue Moon Project, the NSG Project and the Nussir Project;

“ Mining Rights” has the meaning ascribed thereto in Section 2.7(vvv);

“Money Laundering Laws” has the meaning ascribed thereto in Section 2.7(aaaa);

“ NI 41-101” means National Instrument 41-101 – General Prospectus Requirements;

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

“ NI 44-101” means National Instrument 44-101 – Short Form Prospectus Distributions;

“NI 44-102” means National Instrument 44-102 – Shelf Distributions;

“NI 51-102” means National Instrument 51-102 – Continuous Disclosure Obligations;

“ NI 51-201” means National Instrument 51-201 – Disclosure Standards;

“NP 11-202” means National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions;

“ NSG” means Nye Sulitjelma Gruver AS;

“NSG Project” means the advanced stage volcanic massive sulphide development copper-zinc-gold-silver project located in northern Norway;

“NSG Technical Report” means the technical report titled “Report NI 43-101 Technical Report on the Mineral Resources of the Sultijelma Project, Norway” dated May 20, 2025 with an effective date of February 20, 2025, as amended and restated on September 12, 2025, and prepared by Adam Wheeler, B.Sc., M.Sc, C. Eng., Eur Ing., FIMMM;

“Nussir” means Nussir ASA;

“Nussir Project” means the advanced stage sediment hosted development copper-gold-silver project located in northern Norway;

“Nussir Technical Report” means the technical report titled “NI 43-101 Technical Report for the on the Mineral Resources of the Nussir and Ulveryggen Projects, Norway” dated January 24, 2025 with an effective date of June 20, 2025, as amended and restated on September 12, 2025, and prepared by Adam Wheeler, B.Sc., M.Sc, C. Eng., Eur Ing., FIMMM;

“OFAC” has the meaning ascribed thereto in Section 2.7(cccc);

“Off-Balance Sheet Arrangement” means with respect to any Person, any securitization transaction to which that Person or its subsidiaries is party and any other transaction, agreement or other contractual arrangement to which an entity unconsolidated with that Person is a party, under which that Person or its subsidiaries, whether or not a party to the arrangement, has, or in the future may have (a) any obligation under a direct or indirect guarantee or similar arrangement, (b) a retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement, (c) derivatives to the extent that the fair value thereof is not fully reflected as a liability or asset in the financial statements of the Person, or (d) any obligation or liability, including a contingent obligation or liability, to the extent that it is not fully reflected in the financial statements of the Person (excluding the footnotes thereto) (for this purpose, obligations or liabilities that are not fully reflected in the financial statements (excluding the footnotes thereto) include, without limitation (i) obligations that are not classified as a liability according to Canadian or United States generally accepted accounting principles and IFRS, as applicable, (ii) contingent liabilities as to which, as of the date of the financial statements, it is not probable that a loss has been incurred or, if probable, is not reasonably estimable, or (iii) liabilities as to which the amount recognized in the financial statements is less than the reasonably possible maximum exposure to loss under the obligation as of the date of the financial statements, but, in each case, exclude contingent liabilities arising out of litigation, arbitration or regulatory actions (not otherwise related to off-balance sheet arrangements));

“Offered Shares” means the Base Shares and the Optioned Shares, if any;

“Offering” means the issuance and sale of the Base Shares and, if applicable, the Optioned Shares issued on the exercise of the Over-Allotment Option pursuant to this Agreement;

“Offering Documents” means, collectively, the Prospectus, the U.S. Placement Memorandum and any Supplementary Material;

“Offering Price” has the meaning ascribed thereto on the face page hereof;

“Option Closing Date” has the meaning ascribed thereto on page 2 hereof;

“Option Closing Time” means 8:30 a.m. (Toronto time) on the Option Closing Date or such other time on the Option Closing Date as the Corporation and the Joint Bookrunners may agree;

“Optioned Shares” has the meaning ascribed thereto on page 2 hereof;

“Over-Allotment Option” has the meaning ascribed thereto on page 2 hereof;

“Passport Receipt” means the receipt issued by the Principal Regulator, which is deemed to also be a receipt of the other Canadian Securities Regulators pursuant to MI 11-102 and NP 11-202, for the Final Base Shelf Prospectus and any Supplementary Material, as the case may be;

“Passport System” means the system and process for prospectus reviews provided for under MI 11-102 and NP 11-202;

“Person” means an individual (whether acting as an executor, trustee, administrator, legal representative or otherwise), a firm, a corporation, a syndicate, a partnership, a trust, an association, an unincorporated organization, a joint venture, an investment club, a government or an agency or political subdivision thereof and every other form of legal or business entity of any nature or kind whatsoever;

“Principal Regulator” means the British Columbia Securities Commission;

“Prospectus” means, collectively, the Final Base Shelf Prospectus and the Prospectus Supplement and any amendments thereto;

“Prospectus Supplement” means the shelf prospectus supplement to be dated September 26, 2025, including all of the Documents Incorporated by Reference, to be prepared by the Corporation and relating to the distribution of the Offered Shares;

“Qualified Institutional Buyer” means a “qualified institutional buyer” as defined in Rule 144A under the U.S. Securities Act;

“Qualifying Jurisdictions” means, collectively, each of the provinces of Canada, except Quebec;

“Reporting Jurisdictions” means, collectively, each of the provinces and territories of Canada, except Quebec;

“Required Permits” has the meaning ascribed thereto in Section 2.7(zz);

“ Scotia” has the meaning ascribed thereto on the face page hereof;

“ SEC” means the United States Securities and Exchange Commission;

“Securities Laws” means, collectively, all applicable securities laws in each of the Selling Jurisdictions, including the securities legislation and regulations of, and the fee schedules, prescribed forms, instruments, policies, rules, orders, codes, notices and interpretation notes of the securities regulatory authorities (including the TSXV) in each of the Selling Jurisdictions;

“Securities Regulators” means, collectively, the TSXV and the applicable securities commission or securities regulatory authority in each of the Canadian and United States Selling Jurisdictions;

“SEDAR+” means the System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators;

“Selling Firm” has the meaning ascribed thereto in 2.3(a);

“Selling Jurisdictions” means, collectively, all of the Qualifying Jurisdictions, the United States and such other jurisdictions outside of Canada and the United States as the Corporation and the Underwriters may agree;

“Standard Listing Conditions” has the meaning ascribed thereto in 2.4(a)(iv);

“Standard Term Sheet” has the meaning ascribed to “standard term sheet” in NI 41-101;

“subsidiary” has the meaning ascribed thereto in the British Columbia Act and

“subsidiaries” means all of them;

“Substituted Purchasers” has the meaning ascribed thereto on the face page hereof;

“Supplementary Material” means, collectively, any amendment to the Offering Documents and any supplemental prospectus or ancillary materials that may be filed by or on behalf of the Corporation under the Securities Laws relating to the distribution of the Offered Shares hereunder;

“Tax Act” means the Income Tax Act (Canada), as amended from time to time and regulations made pursuant thereto;

“Technical Reports” means, collectively, the Blue Moon Technical Report, the NSG Technical Report and the Nussir Technical Report;

“template version” has the meaning ascribed thereto in NI 41-101;

“Transfer Agent” means Odyssey Trust Company, the registrar and transfer agent for the Common Shares;

“TSXV” means the TSX Venture Exchange;

“Underwriter” and “Underwriters” have the meaning ascribed thereto on the face page hereof;

“United States” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

“U.S. Placement Memorandum” means the U.S. placement memorandum, in a form satisfactory to the Underwriters and the Corporation, each acting reasonably, which will be attached to the Prospectus, to be delivered to each offeree in the United States in accordance with Schedule “A” attached hereto;

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

“U.S. Securities Laws” means all applicable securities legislation in the United States, including the U.S. Securities Act, the U.S. Exchange Act and the rules and regulations promulgated thereunder, and any applicable state securities laws; and

Other Defined Terms: Whenever used in this Agreement, the words and terms “affiliate”, “associate”, “ distribution”, “material fact”, “material change”, “misrepresentation”, “senior officer”, “trade” and “ underwriter” shall have the meaning given to such word or term in the British Columbia Act unless specifically provided otherwise herein.

Knowledge: Whenever used in this Agreement, the phrase “to the knowledge of the Corporation” shall refer to the actual knowledge of each of Christian Kargl-Simard, Chief Executive Officer, and Frances Kwong, Chief Financial Officer, after due inquiry.

ARTICLE 2

TERMS AND CONDITIONS

2.1            Compliance with Securities Laws.

The Corporation meets the general eligibility requirements for use of a short form prospectus under NI 44-101 and a short form base shelf prospectus and prospectus supplement under NI 44-102 for the distribution of the Offered Shares in the Qualifying Jurisdictions. The Corporation has prepared and filed with the Principal Regulator and the other Canadian Securities Regulators, the Final Base Shelf Prospectus in accordance with NI 44-101 and NI 44-102 and the Corporation has received a Passport Receipt from the Principal Regulator representing the deemed receipt of each of the Canadian Securities Regulators pursuant to MI 11-102 and NP 11-202 for the Final Base Shelf Prospectus. No cease trade order suspending the distribution of the Offered Shares has been issued by the Canadian Securities Regulators and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Corporation, are contemplated by any Canadian Securities Regulators, and any request on the part of any Canadian Securities Regulators for additional information has been complied with.

The Corporation represents and warrants to, and covenants and agrees with, the Underwriters that the Corporation will as soon as possible, and in any event no later than 10:00 p.m. (Toronto time) on September 26, 2025, prepare and file the Prospectus Supplement. The distribution of the Offered Shares shall be qualified by the Prospectus under Securities Laws in the Qualifying Jurisdictions. The Corporation will use reasonably commercial efforts to file with the TSXV all required documents and pay all required fees, and do all things required by the rules and policies of the TSXV, in order to obtain the conditional acceptance of the Offering and the listing of the Offered Shares prior to the Closing Date.

The Corporation has fulfilled all requirements to be fulfilled by the Corporation, including the filing of the Final Base Shelf Prospectus to enable the Offered Shares to be offered for sale and sold to the public in the Qualifying Jurisdictions through registrants who have complied with the relevant provisions of applicable Securities Laws.

2.2            Due Diligence.

The Corporation will allow the Underwriters and their representatives the opportunity to conduct all due diligence which the Underwriters may reasonably require in order to fulfil their obligations and in order to enable them to responsibly execute the certificates required to be executed by them at the end of each of the Offering Documents, as applicable; and without limiting the scope of the due diligence inquiries the Underwriters may conduct, the Corporation will participate and cause the Corporation Auditor, representative authors of each of the Technical Reports who are, “qualified persons” (as such term is defined in NI 43-101) and legal counsel to participate in one or more due diligence sessions to be held prior to the completion of the distribution of the Offered Shares, including, for greater certainty, in connection with any exercise of the Over-Allotment Option. Prior to the completion of the distribution of the Offered Shares, the Corporation will allow the Underwriters to participate fully in the preparation of the Offering Documents (other than material filed prior to the date hereof and incorporated by reference therein).

Such delivery shall also constitute the Corporation’s consent to the Underwriters’ use of the Offering Document in connection with the distribution of the Offered Shares in the Selling Jurisdictions in compliance with applicable Securities Laws unless otherwise advised in writing.

The Corporation hereby covenants to the Underwriters that the Corporation:

The Corporation represents and warrants to the Underwriters as follows and acknowledges that each of them is relying upon such representations and warranties in entering into this Agreement:

2.8            Closing Deliveries.

The purchase and sale of the Offered Shares shall be completed at the Closing Time or the Option Closing Time, as applicable, via electronic exchange of applicable closing deliverables, or at such other place as the Underwriters and the Corporation may agree. At or prior to the Closing Time, the Corporation shall duly and validly deliver to the Underwriters the Offered Shares (whether in definitive form or electronic form) registered in such name or names as the Joint Bookrunners, on behalf of the Underwriters, may notify the Corporation in writing not less than 48 hours prior to Closing Time or as otherwise directed by the Joint Bookrunners, on behalf of the Underwriters, in writing, against payment by the Underwriters to the Corporation, at the direction of the Corporation, in lawful money of Canada by cheque or wire transfer an amount equal to the aggregate purchase price for the Offered Shares being issued and sold hereunder less the Commission and all of the estimated fees and expenses of the Underwriters payable by the Corporation to the Underwriters in accordance with Section 0. Payment for any Optioned Shares purchased pursuant to the Over-Allotment Option shall be made to the Corporation in immediately available funds in Toronto against delivery of such Optioned Shares for the respective accounts of the Underwriters or as the Underwriters may otherwise direct at the Option Closing Time on the Option Closing Date. In the case of interests in Offered Shares held through CDS Clearing and Depository Services Inc. (“CDS”) or its nominee, if requested by the Joint Bookrunners, on behalf of the Underwriters, the Corporation will deposit such Offered Shares electronically with CDS through the non-certificated inventory system of CDS. It is acknowledged and agreed by the Corporation that all Offered Shares issued and sold pursuant to Rule 144A under the U.S. Securities Act will not contain any restrictive legends and may be deposited electronically with CDS through the non-certificated inventory system of CDS, subject to the execution and delivery of a Qualified Institutional Buyer Investment Letter, in the form attached as Exhibit A to the U.S. Placement Memorandum, by each Qualified Institutional Buyer that purchases Offered Shares.

2.9            Underwriters’ Obligation to Purchase.

The obligation of the Underwriters to purchase, or arrange for Substituted Purchasers to purchase, the Base Shares at the Closing Time and the Optioned Shares at the Option Closing Time, as applicable, shall be subject to the following conditions (it being further understood that the Underwriters may waive in whole or in part or extend the time for compliance with any of such terms and conditions without prejudice to their rights in respect of any other of the following terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on the Underwriters any such waiver or extension must be in writing):

2.10        Restrictions on Further Issues or Sales.

The Corporation shall not, without the prior written consent of the Joint Bookrunners, on behalf of the Underwriters after discussion therewith, which consent shall not be unreasonably withheld, conditioned or delayed, (i) offer, issue, pledge, sell, contract to sell, announce an intention to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise lend, transfer or dispose of, directly or indirectly, any Offered Shares or securities convertible into or exchangeable for Common Shares (other than (a) pursuant to the Corporation’s equity compensation plan, (b) to satisfy existing contractual obligations and instruments already issued as of the date hereof (including for greater certainty, but not limited to the grant of securities under the Corporation’s equity compensation plans and the issuance of securities pursuant to existing pre-emptive, anti-dilution and/or participation rights); (c) the issuance of Common Shares upon the exercise of any outstanding warrants, convertible securities, options, or any other commitment or agreement outstanding as of the date hereof; (d) obligations in respect of existing agreements; (e) the issuance of Common Shares in connection with any bona fide acquisition by the Corporation or its subsidiaries (including, without limitation, land acquisitions); (f) in connection with an internal reorganization; (g) in connection with the acquisition of securities of the Corporation by a senior mining company provided that such investment is at a price per security not lower than the market price and would not result in such senior mining company acquiring in excess of 19.99% of the outstanding voting securities of the Corporation; (h) in connection with the acquisition of securities by a private equity investor provided that such investment is at a price per security at or above the market price and the Offering Price and would not result in such private equity investor acquiring in excess of 19.99% of the outstanding voting securities of the Corporation; and (i) in connection with a private placement of securities of the Corporation for proceeds of up to US$17.5 million, whether for cash proceeds or direct issuance to a vendor, to fund the acquisition of a mill to support the Blue Moon Project (provided this exception shall not apply if the Corporation realizes gross proceeds in excess of $60 million pursuant to this Offering)); or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Offered Shares, whether any such transaction described in clause (i) or (ii) above is settled by delivery of Common Shares or other securities of the Corporation, in cash or otherwise, for a period from the date hereof ending 90 days after the Closing Date.

2.11            Purchase of Optioned Shares.

The Underwriters’ obligation to purchase the Optioned Shares pursuant to the Over-Allotment Option on the Option Closing Date (in the event that the Over-Allotment Option is exercised by the Joint Bookrunners, on behalf of the Underwriters) shall be subject to the accuracy of the representations and warranties of the Corporation contained in this Agreement as of the Option Closing Date and the performance by the Corporation of its obligations under this Agreement.

2.12            Lock-Up Agreements.

The Corporation agrees that it will use commercially reasonable efforts to cause its directors and officers to deliver signed agreements (the “Lock-Up Agreements”), in form and content acceptable to the Underwriters and their legal counsel, acting reasonably, to the Underwriters on or before the Closing Time, pursuant to which such directors and officers agree, for a period beginning on the Closing Date and ending 90 days after the Closing Date, subject to the exceptions set forth therein, not to sell, transfer or pledge, or agree to sell, transfer or pledge (or announce any intention to do so), any Common Shares or securities exchangeable or convertible into Common Shares without the prior written consent of the Joint Bookrunners, on behalf of the Underwriters, such consent not to be unreasonably withheld or delayed.

2.13            All Terms to be Conditions.

The Corporation agrees that the conditions contained in Section 2.9 will be complied with insofar as the same relate to acts to be performed or caused to be performed by the Corporation. Any breach or failure to comply with any of the conditions set out in Section 2.9 shall entitle each Underwriter, at its sole option, to terminate and cancel, without any liability on the part of such Underwriter or on the part of the other Underwriters, all of its obligations under this Agreement, by written notice to that effect given to the Corporation at or prior to the Closing Time. It is understood that the Underwriters may waive, in whole or in part, or extend the time for compliance with, any of such conditions without prejudice to the rights of the Underwriters in respect of any such conditions or any other or subsequent breach or non-compliance, provided that to be binding on an Underwriter any such waiver or extension must be in writing and signed by such Underwriter.

2.14            Termination Events.

Each Underwriter shall be entitled, at its sole option, to terminate and cancel, without any liability on its part or on the part of the other Underwriters, its obligations under this Agreement, including relating to the Offered Shares, by written notice to that effect given to the Corporation at or prior to the Closing Time if, during the period from the date hereof to the Closing, any of the following occurs:

Any of the Underwriters shall be entitled to terminate and cancel its obligations hereunder in accordance with Sections 2.13 or 2.14 by written notice to that effect given to the Corporation and the other Underwriters at any time prior to the Closing, provided that neither the giving nor the failure to give any such notice shall in any way affect the Underwriters’ (or any one of their) entitlement to exercise such rights at any time through to the Closing Time. If an Underwriter exercises its right to terminate this Agreement, then the Corporation will immediately issue a press release. If this Agreement is terminated by any of the Underwriters pursuant to Sections 2.13 or 2.14, there shall be no further liability on the part of such Underwriter or of the Corporation to such Underwriter, except in respect of any liability which may have arisen against the Corporation prior to such termination or may arise against the Corporation after such termination in respect of acts or omissions prior to such termination or except under Section 2.18 (Indemnity) and Section 0 (Expenses). The rights of the Underwriters or any one of them to terminate their respective obligations under this Agreement is in addition to such other remedies as they may have in respect of any default, act or failure to act of the Corporation in respect of any of the matters contemplated by this Agreement. A notice of termination given by one Underwriter under Sections 2.13 or 2.14 shall not be binding upon the other Underwriters.

Note:

The representations, warranties, covenants and indemnities of the Corporation and the Underwriters contained in this Agreement or contained in any documents delivered by the Corporation pursuant to this Agreement or in connection with the transactions herein contemplated will survive the Closing.

The Corporation agrees to indemnify and hold harmless the Underwriters, each of their subsidiaries and affiliates and each of their respective directors, officers, employees, partners, agents, each other Person, if any, controlling the Underwriters or any of their subsidiaries, affiliates and each shareholder of the Underwriters and the successors and assigns of all the foregoing Persons (collectively, the “Indemnified Parties” and individually, an “Indemnified Party”), from and against any and all losses, expenses, claims (including, without limitation, securityholder or derivative actions, arbitration proceedings or otherwise), actions, suits, proceedings, investigations, damages and liabilities, joint or several, including, without limitation, the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations, inquiries or claims and the reasonable fees and expenses of their counsel and other expenses incurred in connection with any claim, action, suit, proceeding or investigation or in enforcing this indemnity, but excluding loss of profits, (collectively, the “Losses”) and any Losses resulting from the acquisition, holding or disposition of any Offered Shares by an Indemnified Party as the beneficial owner, that may be suffered by, imposed upon or asserted against an Indemnified Party as a result of, in respect of, connected with or arising out of any action, suit, proceeding, investigation, inquiry or claim that may be made or threatened by any Person or in enforcing this indemnity whether or not resulting in liability (collectively the “Claims”) insofar as the Claims relate to, are caused by, result from, arise out of or are based upon, directly or indirectly, (i) any untrue statement or alleged untrue statement of material fact contained in the information (whether written or oral) supplied to any prospective investor by or on behalf of the Corporation or any omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, or (ii) this Agreement or the transactions contemplated by this Agreement. The Corporation agrees to waive any right the Corporation may have of first requiring an Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other Person before claiming under this indemnity. The Corporation also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Corporation or any Person asserting Claims on behalf of or in right of the Corporation for or in connection with either (i) or (ii) above, except, in the case of (ii) above only, to the extent any Losses suffered by the Corporation are determined by a court of competent jurisdiction in a final judgment that has become non-appealable to have resulted primarily from the gross negligence or fraudulent act or wilful misconduct of such Indemnified Party. The Corporation will not, without the Underwriters’ prior written consent, make any admission of liability, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Claim in respect of which indemnification may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless the Corporation has acknowledged in writing that the Indemnified Parties are entitled to be indemnified in respect of such Claim and such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities arising out of such Claim without any admission of negligence, misconduct, liability or responsibility by or on behalf of any Indemnified Party.

Promptly after receiving notice of a Claim against any Underwriter or any other Indemnified Party or receipt of notice of the commencement of any investigation which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Corporation, such Underwriter or any such other Indemnified Party will notify the Corporation in writing of the particulars thereof, will provide copies of all relevant documentation to the Corporation and, unless the Corporation assumes the defence thereof, will keep the Corporation advised of the progress thereof and will discuss all significant actions proposed, provided that the failure or delay in so notifying the Corporation shall not relieve the Corporation of any liability which the Corporation may have to the Underwriters or any other Indemnified Party except and only to the extent that any such delay in or failure to give notice as herein required materially prejudices the defense of such Claim or results in any material increase in the liability under this indemnity which the Corporation would otherwise have incurred had the Underwriter not so delayed in giving, or failed to give, the notice required hereunder. The Corporation shall have 14 days after receipt of the notice to undertake, at its own expense, the settlement or defense of the Claim, including prompt employment of counsel acceptable to the Indemnified Parties and payment of all expenses. The relevant Indemnified Parties shall have the right to participate in the settlement or defense of the Claim.

The foregoing indemnity shall not apply, to (ii) above only, to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that such Losses to which the Indemnified Party may be subject resulted solely from the gross negligence or fraudulent act or wilful misconduct of the Indemnified Party.

If for any reason the foregoing indemnity is found to be unavailable or unenforceable (other than in accordance with the terms of this Agreement) to the Underwriters or any other Indemnified Party or insufficient to hold the Underwriters or any other Indemnified Party harmless in respect of a Claim, the Corporation shall contribute to the amount paid or payable by the Underwriters or any other Indemnified Party as a result of such Claim in such proportion as is appropriate to reflect not only the relative benefits received by the Corporation on the one hand and the Underwriters or any other Indemnified Party on the other hand but also the relative fault of the Corporation, the Underwriters or any other Indemnified Party as well as any relevant equitable considerations; provided that the Corporation shall in any event contribute to the amount paid or payable by the Underwriters or any other Indemnified Party as a result of such Claim any excess of such amount over the amount of the fees received by the Underwriters under this Agreement. The rights of contribution herein provided shall be in addition to, and not in derogation of, any other right to contribution which the Indemnified Parties may have by statute or otherwise.

The Corporation agrees that if any legal proceeding shall be brought against, or an investigation is commenced in respect of, the Corporation and/or an Indemnified Party and an Indemnified Party or its personnel are required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of this Agreement or the transactions contemplated by this Agreement, the Indemnified Parties shall have the right to employ their own separate counsel in connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Indemnified Party for time spent by its personnel in connection therewith at their normal per diem rates together with such disbursements and out-of-pocket expenses incurred by the personnel of the Indemnified Party in connection therewith) shall be paid by the Corporation as they occur.

The Corporation hereby constitutes the Underwriters as trustees for each of the other Indemnified Parties of the Corporation’s obligations under this Section 2.18 with respect to those Persons and the Underwriters agree to accept that trust and to hold and enforce those obligations on behalf of those Persons.

The Corporation shall be entitled, at its own expense, to participate in and, to the extent it may wish to do so, assume the defence of any Claim, provided such defence is conducted by counsel of good standing acceptable to the Underwriters. Upon the Corporation notifying the Underwriters in writing of its election to assume the defence and retaining counsel, the Corporation shall not be liable to an Indemnified Party for any legal expenses subsequently incurred by it in connection with such defence. If such defence is not assumed by the Corporation, the Indemnified Parties, throughout the course thereof, shall provide copies of all relevant documentation to the Corporation, shall keep the Corporation advised of the progress thereof and shall discuss with the Corporation all significant actions proposed. If such defence is assumed by the Corporation, the Corporation throughout the course thereof will provide copies of all relevant documentation to the Underwriters, will keep the Underwriters advised of the progress thereof and will discuss with the Underwriters all significant actions proposed.

Notwithstanding the foregoing paragraph, any Indemnified Party shall have the right, at the Corporation’s expense, to separately retain counsel of such Indemnified Party’s choice, in respect of the defence of any Claim if: (i) the employment of such counsel has been authorized by the Corporation; or (ii) the Corporation has not assumed the defence and employed counsel therefor promptly after receiving notice of such Claim; or (iii) counsel retained by the Corporation or the Indemnified Party has advised the Indemnified Party that representation of both parties by the same counsel would be inappropriate for any reason, including for the reason that there may be legal defences available to the Indemnified Party which are different from or in addition to those available to the Corporation or that there is a conflict of interest between the Corporation and the Indemnified Party or the subject matter of the Claim may not fall within the indemnity set forth in this Agreement (in any of which events the Corporation shall not have the right to assume or direct the defence on such Indemnified Party’s behalf), provided that the Corporation shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties.

No admission of liability, no settlement of any Claim, no compromise nor any consent to the entry of any judgement shall be made by the Corporation without the prior written consent of the Indemnified Parties affected

The obligations of the Corporation under this Section 2.18 are in addition to, and not in substitution for, any liabilities which the Corporation may otherwise have to the Underwriters or any other Indemnified Party, shall extend upon the same terms and conditions to the Indemnified Parties and shall be binding upon and enure to the benefit of any successors, permitted assigns, heirs and personal representatives of the Corporation and the Indemnified Parties.

This Section 2.18 shall survive the completion of services rendered under or any expiration or termination of this Agreement and continue in full force and effect.

2.19            Expenses.

Whether or not the Offering shall be completed, the Corporation will pay all expenses and fees in connection with the Offering, including, without limitation, (i) all expenses of or incidental to the creation, issue, sale or distribution of the Offered Shares, including, without limitation, the fees and expenses payable in connection with the distribution of the Offered Shares, (ii) the reasonable fees and expenses of the Corporation’s counsel; (iii) all costs incurred with the preparation of documentation relating to the Offering, including the filing of the Prospectus Supplement; (iv) all reasonable fees and disbursements of the Underwriters’ legal counsel (to a maximum of $120,000, in the aggregate, inclusive of disbursements and exclusive of applicable taxes); and (v) all reasonable documented other “out-of-pocket” expenses of the Underwriters. At the option of the Underwriters, such fees and expenses may be deducted from the gross proceeds otherwise payable to the Corporation at the Closing Time.

2.20            Market Stabilization.

In connection with the distribution of the Offered Shares, the Underwriters and members of their selling group (if any) may effect transactions which stabilize or maintain the market price of the Common Shares at levels above those which might otherwise prevail in the open market, in compliance with applicable Securities Laws. Those stabilizing transactions, if any, may be discontinued at any time.

2.21            Advertisements.

The Corporation acknowledges that the Underwriters shall have the right at their own expense to place such advertisement or advertisements relating to the sale of the Offered Shares contemplated herein as the Underwriters may consider desirable or appropriate and as may be permitted by applicable Law. The Corporation and the Underwriters each agree that they will not make or publish any advertisement in any media whatsoever relating to, or otherwise publicize, the transaction provided for herein so as to result in any exemption from the prospectus and registration or other similar requirements under applicable Securities Laws in any of the Selling Jurisdictions other than the Qualifying Jurisdictions being unavailable in respect of the offer or sale of the Offered Shares to prospective purchasers.

2.22            Authority of the Joint Bookrunners.

The Corporation shall be entitled to and shall act on any notice, request, waiver, extension or other communication or agreement given by or on behalf of the Underwriters by the Joint Bookrunners, which has authority to bind the Underwriters with respect of all matters covered by this Agreement insofar as such matters relate to the Underwriters, with the exception of any notice, request, waiver, extension or other communication or agreement pursuant to Section 2.9 (Underwriters’ Obligation to Purchase), Section 2.13 (All Terms to be Conditions), Section 2.14 (Termination Events), Section (e) (Exercise of Termination Rights), Section 2.16 (Underwriters’ Obligations) and Section 2.18 (Indemnity).

2.23            Notices.

Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a “notice”) shall be in writing addressed as follows:

(a)            If to the Corporation, to:

Blue Moon Metals Inc.

220 Bay Street, Suite 550

Toronto, Ontario M5J 2W4

Attention:          Christian Kargl-Simard, Chief Executive Officer

Email:                  christian@bluemoonmetals.com

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

Bennett Jones LLP

3400 First Canadian Place

100 King Street West

Toronto, Ontario M5X 1A4

Attention:          James Clare / Chris Doucet

Email:                  clareJ@bennettjones.com / doucetc@bennettjones.com

(b)           If to the Underwriters, to:

Scotia Capital Inc.

Scotiabank North Tower at Bay Adelaide Centre

40 Temperance Street, 6^th Floor

Toronto, Ontario M5H 0B4

Attention:          Stephen Davy, Vice Chair

Email                   stephen.davy@scotiabank.com

Canaccord Genuity Corp.

40 Temperance Street, Suite 2100

Toronto, Ontario M5H OB4

Attention:          Kevin Carter, Managing Director

Email                   kcarter@cgf.com

Cormark Securities Inc.

200 Bay Street, Suite 1800

Toronto, Ontario M5J 2J2

Attention:          Ian Colterjohn, Managing Director

Email:                  icolterjohn@cormark.com

Haywood Securities Inc.

200 Burrard Street, Suite 700

Vancouver, British Columbia V6C 3L6

Attention:         Kevin Campbell, Managing Director

Email:                  kcampbell@haywood.com

Fearnley Securities AS

Dronning Eufemias, Gate 8

Oslo, Norway N-0107 Oslo

Attention:          Petter Skar, Chief Operating Officer

Email:                  p.skar@fearnley.com

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

Blake, Cassels & Graydon LLP

Suite 3500, The Stack

1133 Melville Street

Vancouver, British Columbia V6E 4E5

Attention:          Bob Wooder / Michelle Noorani

Email:                 bob.wooder@blakes.com / michelle.noorani@blakes.com

and if so given, shall be deemed to have been given and received upon receipt by the addressee or a responsible officer of the addressee if delivered, or one hour after being faxed or emailed during normal business hours or, if not faxed or emailed during normal business hours, on the next Business Day, as the case may be. Any party may, at any time, give notice in writing to the others in the manner provided for above of any change of address, fax number or email address.

2.24            Time of the Essence.

Time shall, in all respects, be of the essence hereof.

2.25            Canadian Dollars.

Unless otherwise indicated, all references herein to dollar amounts are to lawful money of Canada.

2.26            Headings and References.

The headings contained herein are for convenience only and shall not affect the meaning or interpretation hereof. Unless something in the subject matter or context is inconsistent therewith, references in this Agreement to sections, subsections, paragraphs and other subdivisions are to sections, subsections, paragraphs and other subdivisions of this Agreement.

2.27            Singular and Plural, etc.

Where the context so requires, words importing the singular number include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders.

2.28            Entire Agreement.

This Agreement constitutes the only agreement between the parties with respect to the subject matter hereof and shall supersede any and all prior negotiations and understandings, including, without limitation, the Engagement Letter. This Agreement may be amended or modified in any respect by written instrument only signed by each of the parties hereto.

2.29            Severability.

If one or more provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision or provisions had never been contained herein.

2.30            Governing Law.

This Agreement shall be governed by and be interpreted 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 such province.

2.31            No Fiduciary Duty.

The Corporation hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Corporation’s securities contemplated hereby. The Corporation further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other Person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of such purchase and sale of the Corporation’s securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Corporation, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Corporation hereby confirms its understanding and agreement to that effect. The Corporation and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to the Corporation regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Corporation’s securities, do not constitute advice or recommendations to the Corporation. The Corporation and the Underwriters agree that the Underwriters are acting as principal and not as an agent or fiduciary of the Corporation and no Underwriter has assumed, and no Underwriter will assume, any advisory responsibility in favour of the Corporation with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Corporation on other matters). The Corporation and the Underwriters agree that the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the Offering and the Corporation has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Corporation may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory or similar duty to the Corporation in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

2.32            Successors and Assigns.

The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Corporation and the Underwriters and their respective successors and permitted assigns. This Agreement shall not be assignable by any party hereto without the prior written consent of the other parties.

2.33            Further Assurances.

Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.

2.34            Effective Date.

This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.

2.35            Counterparts.

This Agreement may be executed in two or more counterparts and may be delivered by facsimile transmission or other means of electronic transmission, each of which will be deemed to be an original and all of which will constitute one agreement, effective as of the date first set forth above.

[Signature page follows.]

If the Corporation is in agreement with the foregoing terms and conditions, please so indicate by executing a copy of this Agreement where indicated below and delivering the same to the Underwriters.

Yours very truly,

[Signature page to the Underwriting Agreement]

Accepted and agreed to by the undersigned as of the date of this letter first written above.

[Signature page to the Underwriting Agreement]

SCHEDULE A

This is Schedule “A” to the underwriting agreement dated as of September 26, 2025 among the Corporation and the Underwriters.

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

Capitalized terms used herein and not defined herein shall have the meaning ascribed thereto in the Agreement to which this schedule is annexed and the following terms shall have the meanings indicated:

Representations, Warranties and Covenants of the Underwriters

Each Underwriter, on behalf of itself and its U.S. Affiliate, acknowledges that the Offered Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Offered Shares may not be offered or sold to Persons in the United States, except in accordance with an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, each Underwriter (on behalf of itself and its U.S. Affiliate) represents, warrants and covenants to and with the Corporation that:

Representations, Warranties and Covenants of the Corporation

The Corporation represents, warrants, covenants and agrees that:

ANNEX I

ANNEX I TO SCHEDULE “A”

UNDERWRITER’S CERTIFICATE

In connection with the offer and sale to one or more Qualified Institutional Buyers in the United States, pursuant to Rule 144A under the U.S. Securities Act, of the Offered Shares of Blue Moon Metals Inc. (the “Corporation”), pursuant to the underwriting agreement dated as of September 26, 2025 (the “ Agreement”) between the Corporation and the Underwriters, the undersigned Underwriter and the undersigned United States registered broker-dealer affiliate of such Underwriter (the “U.S. Affiliate”) do hereby certify that:

Terms used in this certificate have the meanings given to them in the Agreement, including Schedule “A” attached thereto, unless otherwise defined herein.

Dated this ______ day of ___________, 2025.