Exhibit 99.105

INVESTOR RIGHTS AGREEMENT

HARTREE PARTNERS, LP

and

BLUE MOON METALS INC.

MARCH 7, 2025

SCHEDULES:

Schedule “A” - TECHNICAL COMMITTEE MANDATE

Schedule “B” - MOST FAVOURED NATION

Schedule “C” - REGISTRATION RIGHTS PROCEDURES

INVESTOR RIGHTS AGREEMENT

THIS AGREEMENT made the 7^th day of March, 2025

BETWEEN:

Hartree Partners, LP, a limited partnership existing under the laws of Delaware (the “Investor”),

- and -

Blue Moon Metals Inc., a corporation existing under the laws of the Province of British Columbia (the “Corporation”).

WHEREAS in connection with a subscription agreement dated March 7, 2025 (the “Subscription Agreement”) between the Investor and the Corporation, the Corporation will issue Common Shares (as defined below) to the Investor;

AND WHEREAS in connection with the Investor agreeing to subscribe for and becoming the holder of such Common Shares, the Corporation 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

1.1          Defined Terms

For the purposes of this Agreement, unless the context otherwise requires or unless otherwise expressly set out herein, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

“Act” means the Business Corporations Act (British Columbia) and the regulations made thereunder, as in effect on the date hereof;

“affiliate” has the meaning ascribed to such term in the Act, as in effect on the date of this Agreement;

“Agreement” means this Investor Rights Agreement, as amended from time to time;

“Anti-Corruption Laws” means the Criminal Code (Canada) (as amended); the Corruption of Foreign Public Officials Act (Canada) (as amended); the U.S. Foreign Corrupt Practices Act of 1977 (as amended); any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions; and any state, local or provincial anti-bribery or anti-corruption Law, or any other applicable anti-bribery or anti-corruption Laws;

“Anti-Money Laundering Laws” means applicable financial recordkeeping and reporting requirements, including those of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (as amended), the U.S. Currency and Foreign Transactions Reporting Act of 1970 (as amended), the applicable anti-money laundering statutes of all jurisdictions where the relevant entity or any of its subsidiaries conducts business, the rules and regulations thereunder, and any related or similar rules, regulations, or guidelines issued, administered, or enforced by any Governmental Body;

“Block Trade” has the meaning set out in Section 4.6;

“Block Trade Notice” has the meaning set out in Section 4.6;

“Blue Moon Entity” means the Corporation and any of its affiliates now or hereafter incorporated;

“Board” means the board of directors of the Corporation;

“Business Day” means any day, other than (a) a Saturday, Sunday or statutory holiday in the Province of British Columbia, the Province of Ontario or the State of New York and (b) a day on which banks are generally closed in the Province of British Columbia, the Province of Ontario or the State of New York;

“Canadian Securities Laws” means the applicable securities legislation of each of the provinces and territories of Canada and all published regulations, policy statements, orders, rules, instruments, rulings and interpretation notes issued thereunder or in relation thereto, all as amended from time to time;

“Common Shares” means the common shares in the capital of the Corporation issued and outstanding from time to time and includes any common shares that may be issued hereafter;

“Confidentiality Agreement” means the confidentiality agreement dated December 16, 2024 between the Corporation and the Investor;

“Control” means the power, direct or indirect, to cause the direction of the management and policies of another entity, whether through the ownership of voting securities, by contract or otherwise;

“Corporation Observer” has the meaning set out in Section 5.1(c);

“Corporation Recipient” has the meaning set out in Section 5.1(g);

“Corporation Technical Representatives” has the meaning set out in Section 5.1(b);

“Dilutive Event” shall have the meaning set out in Section 0;

“Equity Securities” means collectively, equity or voting securities of the Corporation, whether or not currently authorized, including the Common Shares, as well as rights, options, or warrants to purchase such equity or voting securities, or securities of any type (including debt securities) whatsoever that are, or may become, convertible or exchangeable into or exercisable for equity or voting securities of the Corporation including the Common Shares;

“Excluded Securities” has meaning set out in Section 0;

“Exercise Notice” shall have the meaning set out in Section 3.3(a);

“Exercise Period” shall have the meaning set out in Section 3.3(a);

“Export Control Laws” means applicable Laws, and/or regulations governing exports, imports or re-exports to or from any country, including the export or re-export of goods, services or technical data from such country, or imposing trade embargoes or economic sanctions against other countries or persons;

“Governmental Body” means any (a) multinational, federal, provincial, state, municipal, local or other governmental or public department, court, commission, board, bureau, agency or instrumentality, domestic or foreign; (b) any subdivision or authority of any of the foregoing; (c) any quasi-governmental, self-regulatory organization or private body exercising any regulatory, expropriation or taxing authority under, or for the account of, its members or any of the above; or (d) any court exercising jurisdiction over the affairs of the applicable Person, asset, obligation or other matter;

“Investor Confidential Information” has the meaning set out in Section 5.1(g);

“Investor Nominee” shall have the meaning set out in Section 2.1(a);

“Investor Observer” has the meaning set out in Section 5.1(c);

“Investor Percentage” means, at any particular time, the percentage equal to the fraction, the numerator of which is the number of Common Shares beneficially held by the Investor and/or its affiliates at such time, and the denominator of which is the number of the issued and outstanding Common Shares (on a non-diluted basis) at such time;

“Investor Representative” has the meaning set out in Section 5.1(f);

“Investor Technical Representative” has the meaning set out in Section 5.1(b);

“Issuance Notice” shall have the meaning set out in Section 3.2(a);

“Laws” means, with respect to any person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, writ, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Body that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Body, as amended;

“Letter Agreement” means the letter agreement dated December 17, 2024 between the Investor and the Corporation, including the schedules thereto;

“MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions;

“Next Election” shall have the meaning set out in Section 2.1(a);

“NI 62-104” means National Instrument 62-104 – Take-Over Bids and Issuer Bids;

“Observer” has the meaning set out in Section 5.1(c);

“Offered Securities” shall have the meaning set out in Section 3.1;

“Participation Right” shall have the meaning set out in Section 3.1;

“Person” means and includes any individual, partnership, association, organization, firm, body corporate, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Body), agency, instrumentality or other entity, whether or not having legal status;

“Proposed Offering” shall have the meaning set out in Section 3.1;

“Reporting Jurisdictions” means British Columbia, Alberta and Quebec;

“Sanctioned Territory” means any country, region, or territory that is the subject or the target of comprehensive Sanctions, including, without limitation, Crimea, Luhansk and Donetsk Regions of Ukraine, Cuba, Iran, North Korea (Democratic People’s Republic of Korea) and Syria;

“Sanctions” means any economic sanctions or other regulations, orders, directives, or designations, which are imposed, administered or enforced from time to time, including but not limited to those administered by Australia, Canada, the European Union, the United Kingdom, the United Nations and/or the United States;

“Subscription Agreement” has the meaning set out in the recitals hereto;

“Technical Committee” has the meaning set out in Section 5.1(a);

“Technical Representative” has the meaning set out in Section 5.1(b);

“Third Party Participation Rights” has the meaning set out in Section Error! Reference source not found.;

“Top-Up Right” has the meaning set out in Section 3.8(a);

“Top-Up Right Acceptance Notice” has the meaning set out in Section 3.8(e);

“Top-Up Right Notice Period” has the meaning set out in Section 3.8(e);

“Top-Up Right Offer Notice” has the meaning set out in Section 3.8(d);

“Top-Up Shares” has the meaning set out in Section 3.8(a);

“Transfer” includes any direct or indirect transfer, sale, assignment, gift, pledge, encumbrance, hypothecation, mortgage, granting of any option, right or warrant to purchase (including any short sale, put option or call option) or other disposition;

“TSXV” means the TSX Venture Exchange; and

“Unsuitable Director” means a person who (i) has been at any time charged with (a) acting in material breach of the Law, (b) in breach of, or facilitating an offence under, Anti-Corruption Laws, Anti-Money Laundering Laws, Export Trade-Controls or Sanctions, (c) committing any serious criminal offense or (d) materially breaching any fiduciary or other duty to the Corporation or (ii) is the subject or target of any Sanctions. For purposes of this definition, the term “Unsuitable Director”shall not include any Person who has been charged with, but determined by a court of competent jurisdiction to have been not guilty or not civilly liable for, any such matters.

1.2           Rules of Construction

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

1.3           Entire Agreement

This Agreement and the Confidentiality Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral, including Schedule “B” to the Letter Agreement (except to the extent incorporated herein). 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 this Agreement.

1.4           Time of Essence

Time shall be of the essence of this Agreement.

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 any party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

ARTICLE 2

BOARD OF DIRECTORS

The Corporation shall provide to the Investor Nominee elected to the Board copies of all board packages, notices, minutes, opinions, consents and other materials that it provides to the Board or committee members, including any draft versions, proposed written consents, and exhibits and annexes to any such materials, at the same time and in the same manner as such information is delivered to the Board or committee members. The Corporation hereby consents to the Investor Nominee sharing any such information with the Investor on a confidential basis (for clarity, the Investor Nominee may, but is not required to, share any such information with the Investor). Notwithstanding the foregoing, the Corporation agrees that if the Investor Nominee provides written notice at any time that they would like to stop receiving any or all of such documents and other information, the Corporation shall immediately stop providing such documents and other information to the Investor Nominee (unless and until such time as the Investor Nominee provides written notice to the Corporation that they would like to resume receiving such documents and other information).

2.3           Directors’ Liability Insurance and Fees, Costs and Expenses

The Corporation hereby agrees to maintain directors’ liability insurance that provides adequate and customary coverage limits and terms for similar companies. The Investor Nominee shall be entitled to the benefit of any directors’ liability insurance, as well as to any indemnity to which other directors of the Corporation are entitled in the same form to which other directors of the Corporation are entitled. Provided the Investor nominee is independent of the Investor, the Investor Nominee shall also be entitled to the benefit of any director’s fees and reimbursements of costs and expenses to which other non-executive directors of the Corporation are entitled.

ARTICLE 3

PARTICIPATION RIGHT

3.1           Issuance of Additional Securities

Subject to Section 3.9, the Corporation hereby grants to the Investor the right (the “Participation Right”) (directly or through an affiliate), for as long as the Investor Percentage is at least 5%, to purchase up to such number of the Equity Securities (the “Offered Securities”) that the Corporation may from time to time issue from treasury or sell to any Person, whether pursuant to a public offering, private placement or otherwise (each, a “Proposed Offering”), that will allow the Investor to maintain its then Investor Percentage upon completion of such Proposed Offering, assuming the conversion, exchange or exercise in full of any convertible securities included in such Offered Securities, subject to any TSXV, other stock exchange, or Canadian Securities Laws requirements as may be applicable.

Sections 3.1 to 3.5 inclusive will not apply to the following issuances of Equity Securities (the “Excluded Securities”) (each such issuance of securities pursuant to this Section 0 hereof being referred to as a “Dilutive Event”):

3.7           No Conflict with Shareholders’ Rights Plan

The Corporation shall ensure that any shareholder rights plan or similar instrument adopted by the Corporation shall not restrict, limit, prohibit or conflict with the exercise by the Investor of its pre-emptive rights under this Article 3.

In no event shall the exercise of the Participation Right and Top-Up Right in accordance with this Article 3 result in the Investor Percentage being equal to or above 20%, unless and until the Corporation has first received the requisite TSXV and shareholder approvals in accordance with the policies of the TSXV (or such approvals as may be required pursuant to the rules of any other stock exchange on which the Common Shares are listed) and with Canadian Securities Laws. If, the exercise of the Participation Right and Top-Up Right by the Investor results in a requirement for the Corporation to obtain shareholder approval (as the sole reason to obtain such shareholder approval, and not, for greater certainty, if shareholder approval is required by reason of the size of the Proposed Offering which triggers the Participation Right or for any other reason), the Investor shall initially accept such lesser amount of Common Shares or other Equity Securities, as applicable, as will not trigger such requirement, until such time as all requisite shareholder and stock exchange approvals are received before accepting the remaining Common Shares or other Equity Securities, as applicable, pursuant to such exercise of Participation Right and Top-Up Right.

ARTICLE 4

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE CORPORATION

4.1           Compliance with Laws

The Corporation will undertake to comply in all material respects with the requirements of all Laws applicable to it or to its business or property, the Corporation has all permits, licenses, franchises, authorizations, orders and approvals of, and has made all filings, applications and registrations that are required in order to permit the Corporation to own or lease its properties and assets and to carry on their business as presently conducted and that are material to the business of the Corporation.

The Corporation hereby represents, warrants and covenants to the Investor as follows:

The Corporation shall, during the term of this Agreement, use commercially reasonable efforts to:

provided that these covenants shall not restrict or prevent the Corporation from engaging in or completing any transaction which would result in the Corporation 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, the NYSE, AMEX, LSE, NASDAQ or such other exchange as may be agreed upon by the Corporation and the Investor, or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws.

4.4            Constitutional Documents

The Corporation shall maintain articles and by-laws that are consistent with the terms set forth in this Agreement.

4.6            Block Trades

If any one of the Corporation’s top ten (10) shareholders, or their respective representatives, provides the Corporation with notice of such shareholder’s intention to dispose of its Common Shares representing at least 2.5% of the then issued and outstanding Common Shares (each a “Block Trade”), the Corporation shall promptly (and in any event within two (2) Business Days upon receipt by the Corporation of such shareholder’s notice) notify the Investor, in writing, of the details of such proposed Block Trade (the “Block Trade Notice”). The Block Trade Notice shall include, to the extent known to the Corporation upon reasonable inquiry, (i) a description and the number of Common Shares and/or other securities of the Corporation exercisable, exchangeable or convertible into Common Shares, to be sold, (ii) the proposed purchase price and (iii) the material terms and conditions upon which the proposed Block Trade is to be made.

ARTICLE 5

COMMITTEES

provided that the foregoing restrictions shall not apply to the extent such Confidential Information was (i) known by the Investor without restriction before receipt of the Confidential Information, (ii) publicly available through no fault of the Investor, (iii) rightfully received by the Investor from a third party without a duty of confidentiality or (iv) independently developed by the Investor. The Investor shall be responsible for any disclosure or use of any Confidential Information by an Investor Representative in contravention of this Agreement and the Corporation will not be required to first assert a claim against any such Investor Representative as a condition of seeking or obtaining a remedy against the Investor. Prior to receiving any Confidential Information, each Investor Technical Representative and each Investor Observer that is not a director, officer or employee of the Investor and each other Investor Representative or Investor Observer that is not otherwise subject to confidentiality obligations to the Investor that are no less stringent than those set forth in the Confidentiality Agreement, shall first enter into a confidentiality agreement with the Corporation on terms and conditions substantially similar to those set out in the Confidentiality Agreement and satisfactory to the Corporation. For greater certainty, if the Confidentiality Agreement expires, the Investor agrees to enter into a confidentiality agreement with the Corporation on terms and conditions substantially similar to those set out in the Confidentiality Agreement for so long as the Investor is entitled to appoint a Technical Representative.

provided that the foregoing restrictions shall not apply to the extent such Confidential Information was (i) known by the Corporation without restriction before receipt of the Confidential Information, (ii) publicly available through no fault of the Corporation, (iii) rightfully received by the Corporation from a third party without a duty of confidentiality or (iv) independently developed by the Corporation. The Corporation shall be responsible for any disclosure or use of any Investor Confidential Information by a Corporation Recipient in contravention of this Agreement and the Investor will not be required to first assert a claim against any such Corporation Recipient as a condition of seeking or obtaining a remedy against the Corporation. Prior to receiving any Investor Confidential Information, each Corporation Technical Representative and Corporation Observer that is not a director, officer or employee of the Corporation and each other Corporation Technical Representative and Corporation Observer that is not otherwise subject to confidentiality obligations to the Corporation that are no less stringent than those set forth in the Confidentiality Agreement, shall first enter into a confidentiality agreement with the Investor on terms and conditions substantially similar to those set out in this Section 5.1(g) and satisfactory to the Investor. For greater certainty, if the Confidentiality Agreement expires, the Corporation agrees to enter into a confidentiality agreement with the Investor on terms and conditions substantially similar to those set out in the Confidentiality Agreement for so long as the Investor is entitled to appoint a Technical Representative.

ARTICLE 6

REGISTRATION RIGHTS

6.8           Registration in the United States

If the Corporation proposes to file any registration statement in the United States for the distribution of any Common Shares (or any other securities with respect to which such Common Shares have been exchanged or converted) to the public in the United States or Canada, the parties shall, prior to such distribution taking place, promptly supplement this Agreement so as to provide the Investor with registration rights enabling the distribution of Eligible Securities to the public in the United States that are at least substantially equivalent to the registration rights provided under this Agreement, including, without limitation, piggyback registration rights upon terms and conditions substantially equivalent to the terms and conditions set forth in Section 6.2, and provisions relating to payment of costs and indemnification upon terms and conditions substantially equivalent to the terms and conditions set forth in Section 6.5 and Article 7, respectively.

6.9           Other Registration Rights

In the event the Corporation grants any registration right to any shareholder or future shareholder other than the Investor, the Corporation agrees to grant such registration rights, other than with the written consent of the Investor, provided that the Investor Percentage is at least 5%, only insofar as they do not contain any term or condition in favour of such shareholder or future shareholder which is more favourable than the registration rights granted to the Investor under this Article 6, and that, in the event there are terms or conditions of such nature in favour of such shareholder or future shareholder, they shall automatically be deemed to be included in this Article 6 and its amendments in favour of the Investor, with appropriate amendments as the context may require.

ARTICLE 7

DUE DILIGENCE; INDEMNIFICATION

7.1           Establishment; Reasonable Investigation

In connection with the exercise by the Investor of its registration right, and in connection with any participation by the Investor in a Public Offering, the Corporation shall give the Investor, the underwriter(s) of a Underwritten Offering or any other party identified by the Investor as having a valid interest in the transaction, as well as their respective legal advisers and auditors, the opportunity to participate in the preparation of the documentation necessary to carry out the transaction, and each of its amendments or supplements. The Corporation shall give each of them reasonable and usual access to the books and records of the Corporation as well as reasonable and usual opportunity to discuss the Corporation’s activities with its officers, auditors and legal advisers, and to make any reasonable and usual due diligence which the latter may reasonably request, provided such Persons agree to keep such information confidential.

Each party entitled to indemnification under this Article 7 (the “Indemnified Party”) shall give notice to the indemnifying party (the “Indemnifying Party”) forthwith after such Indemnified Party gains actual knowledge of any claim regarding which an indemnity may be requested, but the failure to so notify the Indemnifying Party shall not release it from any liability it may have toward the Indemnified Party in accordance with this Article 7, except to the extent of the actual damage or harm caused by such notification delay. The Indemnifying Party shall be responsible for contesting such action, and shall retain the services of the legal advisers of its choice to the reasonable satisfaction of the Indemnified Party, and pay the costs thereof. The Indemnified Party shall have the right to retain the services of its own legal advisers in such a case, but the attorneys’ fees and legal costs of such legal advisers shall be paid by the Indemnified Party, unless the retaining of the services of such legal advisers has been authorized in writing by the Indemnifying Party in connection with the contestation of such action or unless the Indemnifying Party failed to retain the services of legal advisers to be in charge of contesting such action or the Indemnified Party reasonably concludes, based on the opinion of legal advisers, that the representation of it and the Indemnifying Party by the same legal advisers would be inappropriate given their actual or potential diverging interests (in which case the Indemnifying Party shall not have the right to direct the contestation of such action on behalf of the Indemnified Party), and in all such cases the fees and reasonable costs shall be paid by the Indemnifying Party; provided further that the Indemnifying Party shall in no case be required to pay the costs of more than one law firm acting as legal advisers with respect to all the Indemnified Parties in accordance with this sentence. In connection with the contestation of such a claim or dispute, no Indemnifying Party shall consent, other than with the consent of each Indemnified Party, to a judgement or settlement which (i) does not include as an essential term the granting by the claimant to such Indemnified Party of a release from any liability regarding such claim or dispute, or (ii) covers an injunction or similar recourse which could give rise to the establishment of a custom or practice contrary to the current business interests of the Indemnifying Party.

7.5           Survival

The indemnification contemplated hereunder shall survive the expiry of this Agreement and shall remain in effect notwithstanding any investigation made by or on behalf of the Indemnified Party or an officer or director of or Person having control over such Indemnified Party and shall survive any transfer of securities thereunder in favour of the Investor Indemnified Parties.

ARTICLE 8

MISCELLANEOUS

8.1           Termination

This Agreement shall terminate and all rights and obligations hereunder shall cease:

The covenants of the Corporation in this Agreement shall survive the effective date and continue in full force and effect until fully performed in accordance with their terms or, in the case of any continuing obligations or negative covenants, indefinitely.

Hartree Partners, LP

1185 Avenue of Americas

New York, New York 10036 

with a copy to:

Norton Rose Fulbright Canada LLP

222 Bay Street, Suite 3000

Toronto, Ontario M5K 1E7

in the case of the Corporation:

Blue Moon Metals Inc.

220 Bay Street, Suite 550

Toronto, Ontario M5J 2W4

with a copy to:

DLA Piper (Canada) LLP

Suite 5100, Bay Adelaide – West Tower

333 Bay Street

Toronto, Ontario M5H 2R2

8.4           Amendments and Waivers

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.

8.5           Assignment

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 its rights, benefits, duties and obligations under this Agreement, without the consent of the Corporation, to a direct or indirect wholly owned subsidiary of the Investor to whom it transfers Common Shares, 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 Corporation a duly executed undertaking to such effect in form and substance satisfactory to the Corporation, acting reasonably, and that the Investor shall remain subject to its duties and obligations under this Agreement to the extent that it continues to hold any Common Shares and this Agreement remains in force.

8.6           Announcements

No press release or other public disclosure with respect to this Agreement, the transactions contemplated herein, or the discussions, communications or negotiations leading up to the execution hereof, may be made except with the prior written consent and joint approval of each party; provided however that, where required to do so by applicable law, the Corporation may make a press release or other public disclosure notwithstanding the failure of the Investor to approve the text of such press release or other public disclosure, provided that the Corporation has made commercially reasonable efforts in the particular circumstances to allow the Investor an opportunity to comment on such press release or other public disclosure (including with respect to redactions to be made to this Agreement). The parties acknowledge and agree that the Corporation will issue a press release with respect to this Agreement promptly following the execution of this Agreement, the text of such announcement to be in a form approved by each of the Corporation and the Investor in advance, acting reasonably and without delay, the Corporation will be required pursuant to applicable Canadian securities laws to file this Agreement with such redactions as appropriate on SEDAR+. The Investor hereby consents to the disclosure of this Agreement through the issuance of a press release promptly following the execution of this Agreement and the filing of this Agreement on SEDAR+.

8.7           Successors and Assigns

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.

8.8          Expenses

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.

8.9          Further Assurances

Each of the parties hereto 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.

8.10        Right to Injunctive Relief

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.

8.11        Counterparts

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, 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.

8.12        No Partnership

Nothing in this Agreement or in the relationship of the parties hereto shall be construed as in any sense creating a partnership among the parties or as giving to any party any of the rights or subjecting any party to any of the creditors of the other parties.

[Remainder of page intentionally left blank.]

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

SCHEDULE “A”

TECHNICAL COMMITTEE MANDATE

(See attached)

BLUE MOON METALS INC.

TECHNICAL COMMITTEE CHARTER

I.              ROLE AND OBJECTIVE

This charter (the “Charter”) sets forth the purpose, composition, responsibilities and authority of the Technical Committee (the “Committee”) of the Board of Directors (the “Board”) of Blue Moon Metals Inc. (the “Company”).

The objective of the Committee is to assist the Board in fulfilling its oversight responsibilities with respect to:

II.            COMPOSITION AND MEETINGS

The Committee shall be comprised of a minimum of three directors as determined by the Board of Directors. The Committee’s composition shall meet all independence, legal and regulatory requirements, as applicable. All members of the Committee will have familiarity with matters within the purview of the Committee, including a general familiarity with the mining industry, including environmental, social responsibility and health and safety practices. At least one member of the Committee should have an extensive background in mining operations.

The members of the Committee shall be elected by the Board, timing of which will be determined in its discretion, provided that if the members are not elected prior to the next annual shareholder’s meeting, then such member will be elected at the Board’s first meeting following the annual shareholders’ meeting. Unless a chair of the Committee (the “Chair”) is elected by the full Board of Directors, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.

Each member shall continue to be a member until a successor is appointed, unless the member resigns, is removed, or ceases to be a director. The Board, following consultation with the Committee, may fill a vacancy at any time.

The Committee shall meet at least once quarterly, and at such other times as required to carry out its duties effectively and in a timely manner. Notice of every meeting shall be given to each member of the Committee. The Chair of the Committee shall develop and set the Committee’s agenda in consultation with members of the Committee, the Board and management.

A majority of the members of the Committee shall constitute a quorum, and each member shall have one vote. Powers of the Committee may also be exercised by a written resolution signed by all members.

Technical Committee Charter

The Committee may invite such officers, directors and employees of the Company and its subsidiaries and other persons as it may see fit, from time to time, to attend its meetings and assist in discussions and affairs of the Committee. At each Committee meeting, management will provide updates on health and safety, environmental matters and technical initiatives.

The Committee shall keep minutes of its meetings which shall be submitted to the Board. The Committee may, from time to time, appoint any person who need not be a member, to act as a secretary at any meeting.

III.            RESPONSIBILITIES

As applicable throughout the Company’s current and future project development, the Committee shall:

Responsibilities of Chair

One of the main responsibilities of the Chair is to be responsible for the management and effective performance of the Committee and provide leadership to the Committee in fulfilling its mandate and any other matters delegated to it by the Board. To that end, the Chair’s responsibilities shall include:

Technical Committee Charter

IV.            AUTHORITY

The Committee will be granted access to all information regarding current and future projects and all directors, officers and employees will be directed to cooperate as requested by members of the Committee. The Committee has authority to engage independent legal and other advisors as it deems necessary or appropriate to carry out its responsibilities at the Company’s expense.

The Committee is granted the ability to form and delegate authority to subcommittees, comprised of one or more members of the Committee, as necessary or appropriate. Each subcommittee shall have the full power and authority of the Committee within the authority delegated to the subcommittee or member(s).

V.            REVIEW

The Committee and the Board shall annually assess the effectiveness of the Committee with a view to ensuring that the performance of the Committee accords with best practices and applicable law. The Committee will annually review and assess the adequacy of this Charter and recommend any proposed changes to the Board for consideration.

VI.            DURATION

The Committee will remain active until the Company determines it is no longer required, then it will be dissolved or its Charter reviewed for any further engagements or amendments.

VII.            APPROVAL

This Charter was approved by the Board on ____________, 2025.

Technical Committee Charter

SCHEDULE “B”

MOST FAVOURED NATION

SCHEDULE “C”

REGISTRATION RIGHTS PROCEDURES

1.1. Registration Procedures

With respect to the Corporation’s obligations regarding the Demand Registration or Piggyback Registration hereunder effected through a Public Offering, the Corporation shall make the necessary efforts to ensure that a receipt is obtained, or a prospectus supplement is filed, for the offering of Eligible Securities of the Investor in one or more Canadian jurisdictions according to the Investor’s instructions and, to such end, the Corporation shall take the following steps as quickly as possible: