Adonis Minerals — M&A Activity 2024

Dec 27, 2024

PURCHASE AGREEMENT

BETWEEN:

Nicholas Rodway, an individual residing in the Province of British Columbia, and having an office at [Redacted: Personal Address], in the City of Vancouver, in the Province of British Columbia;

(hereinafter referred to as "Seller" or "Rodway")

OF THE FIRST PART

AND:

Adonis Minerals Corp., having an office at 2080 - 777 Hornby Street, Vancouver, British Columbia, V6Z 1S4;

(hereinafter referred to as ("Purchaser" or "Adonis")

OF THE SECOND PART WHEREAS:

A. Whereas the Vendor is the holder of a 100% interest in five (5) mineral claims (the "Horne Claims") covering property located in British Columbia, Canada (the "Property") as more specifically described in Schedule "A" hereto; and

B. Whereas the Seller has agreed to grant the Purchaser the right to acquire a 100% interest in the Horne Claims; and

C. Whereas Purchaser wishes to purchase a 100% interest in the Horne Claims.

NOW THEREFORE for good and valuable consideration, the nature, receipt and sufficiency of which is acknowledged, the Parties agree as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1 Definitions. In this Agreement and in the Schedules attached hereto:

"Activities" has the meaning set forth in Section 2.2(h).

"Affiliate" means any person, partnership, limited liability company, joint venture, corporation or other form of enterprise which controls, is controlled by, or is under common control with a Party.

"Agreement" means this agreement and all amendments and modifications hereto, and all Schedules hereto, which are incorporated herein by this reference.

"Approval" means any authorization, approval, permit or consent by the Province of British Columbia or any other regulatory authority that is required to conduct activity on the Property.

"Effective Date" means January 01, 2024.

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"Environmental Claims" means any and all administrative or judicial actions, suits, orders, lines, notices, violations or proceedings related to any applicable Environmental Law or any Environmental Permit brought, issued or asserted by; (i) a governmental authority for compliance, damages, penalties, removal, response, remedial or other action pursuant to any applicable Environmental Law; or (ii) a third party seeking damages for personal injury or property damage resulting from the release of Hazardous Material at, to or from the Horne Claims or the Property.

"Environmental Laws" means all federal, provincial, state and local laws, statutes, ordinances, codes, rules and regulations related to protection of the environment or the handling, use, generation, treatment, storage, transportation or disposal of Hazardous Materials.

"Environmental Permit" means all permits, licenses, approvals, authorizations or consents required by any governmental authority under any applicable Environmental Law and includes any and all orders, consent orders or binding agreements issued or entered into by a governmental authority under any applicable Environmental Law.

"Horne Claims" has the meaning given in Recital A.

"Purchase" has the meaning set forth in Section 2.1.

"Party or Parties" means the Purchaser, Molnar or Seller and their respective successors and permitted assigns.

"Property" has the meaning given in Recital A.

1.2 Currency. Unless otherwise stated, all amounts of moneys referred to in this Agreement are expressed in Canadian dollars.

1.3 Headings. The division of this Agreement into Articles, and Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of the Agreement.

1.4 Expanded Meanings. In this Agreement and in the Schedules to this Agreement, unless there is something in the subject matter or context inconsistent therewith:

(a) The singular shall include the plural and the plural shall include the singular;

(b) The masculine shall include feminine and neuter genders;

(c) Words of inclusion such as "including" in a list shall be read as being inclusive and without limitation, whether or not so stated; and

(d) A reference to any statute shall be deemed to extend to and include any amendment or re-enactment of such statute.

1.5 Schedules. Attached hereto and forming a part of this Agreement are the following Schedules:

Schedule A - Horne Claims

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REPRESENTATIONS, WARRANTIES, AND INDEMNITIES

1.6 Mutual Representations and Warranties. Each Party represents and warrants to the other that:

(a) it will not breach any agreement or arrangement by entering into or performing this Agreement;

(b) this Agreement has been duly executed and delivered and is valid and binding upon it and enforceable in accordance with its terms;

(c) with respect to Parties that are not individuals, it is a corporation duly incorporated and in good standing in accordance with the laws governing its incorporation and is in good standing in those jurisdictions where necessary in order to carry out the purposes of this Agreement;

(d) it holds all licences and permits that are required for carrying on its business in the manner in which such business will need to be carried on in order for it to meet its obligations under this Agreement; and

it has the capacity to enter into and perform its obligations under this Agreement and all transactions contemplated herein and, with respect to Parties that are not individuals, all corporate and other actions required to authorize it to enter into and perform this Agreement have been properly taken and upon written request by the other Party, will provide documentation of such corporate action, including, but not limited to, copies of any necessary resolutions of its board of directors.

1.7 Additional Representations and Warranties of the Seller. The Seller by its execution of this Agreement, represents and warrants to Purchaser that:

(a) the Horne Claims have been validly issued and are in good standing, and all Government Payments required on or before the Effective Date to keep the Horne Claims in full force and effect have been timely and properly made;

(b) the Seller is the sole legal and beneficial owner of a 100% interest in the mineral rights to the Horne Claims free and clear of all liens, charges, encumbrances, royalties, agreements, underlying interests and conflicting rights or claims of whatsoever nature, other than taxes or royalties that may become payable to a governmental authority in the Province of British Columbia if the Horne Claims are put into production;

(c) the Horne Claims have been validly staked, located, recorded and properly acquired by the Seller in accordance with all applicable laws and regulations of the Province of British Columbia and any other regulatory authority having jurisdiction over the HORNE Claims;

(d) except as provided for by operation of this Agreement, no person, firm, corporation or other entity of any kind whatsoever has any form of right to explore, develop, mine or otherwise exploit minerals from the Horne Claims or the Property;

(e) except as provided for by this Agreement, there are no outstanding agreements or purchases of any kind whatsoever to acquire or purchase the Horne Claims or any interest of any kind whatsoever in the Horne Claims, and no person has any royalty or other interest of any kind whatsoever in the Horne Claims, other than taxes or royalties

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that may become payable to a governmental authority in the Province of British Columbia if the Horne Claims are put into production;

(f) no third party consent or approval is required to be obtained by the Seller to allow it to enter into and perform obligations under this Agreement;

(g) in addition to the other representations and warranties contained herein and not in limitation thereof: (i) to the best of the Seller's knowledge, no material releases of Hazardous Materials have occurred at or from the Horne Claims or the Property; (ii) there are no past, pending, or to the best of the Seller's knowledge, threatened, Environmental Claims against or arising from the Horne Claims or the Property; (iii) to the best of the Seller's knowledge, there are no leaking underground storage tanks on the Horne Claims or the Property; and (iv) to the best knowledge of the Seller's, there are no facts, circumstances, or conditions that could reasonably be expected to restrict, under any Environmental Law or Environmental Permit in effect prior to or at the Effective Date, the ownership, occupancy, use or transferability of the Horne Claims;

(h) all activities by or on behalf of the Seller on or in respect of the Horne Claims or the Property prior to the Effective Date (the “Activities”) have been performed in compliance with all applicable laws, rules and regulations, including all laws, rules and regulations relating to operations and reclamation of disturbed lands and those relating to protection of the environment, and the Seller has:

i. not received notice of any alleged violation of any law, rule or regulation with respect to the Activities, the Horne Claims or the Property,

ii. no knowledge of any threatened or pending governmental investigation into alleged violations of any law, rule or regulation with respect to the Activities, the Horne Claims or the Property, and

iii. no knowledge of any facts which would lead a well informed and reasonable operator in the mining industry to believe that there has been any violation of any law, rule, or regulation with respect to the Activities, the Horne Claims or the Property;

(i) the Seller has exclusive possession of the Horne Claims;

(j) the Seller is unaware of any material facts or circumstances which have not been disclosed, which should be disclosed to Purchaser in order to prevent the representations in this Agreement from being materially misleading;

(k) neither the Seller, nor, to the best of the Seller's knowledge, any of the Seller's predecessors in title has done anything or omitted nothing whereby the Horne Claims or the Property may become subject to any liens, charges, encumbrances, royalties, agreements, underlying interests and conflicting rights or claims;

(l) there are no material actions, claims, investigations or proceedings, judicial or otherwise, pending, or to the knowledge of the Seller threatened, against or relating to the Seller, the Horne Claims or the Property which relate to or could adversely affect the Seller's interest in the Horne Claims.

1.8 The Purchaser to Indemnify Seller. The Purchaser shall indemnify, defend and hold Seller harmless from any loss, damage, reclamation obligations or other claims, liability, demands or causes of

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action which are attributable to the Purchaser’s activities on the Property, including any environmental damage.

1.9 Representations and Warranties to Survive. The representations and warranties set forth in 1.8 shall survive, for a period of one year, from the execution, delivery and termination of this Agreement.

ARTICLE 2

PURCHASE TO ACQUIRE THE PROPERTY

2.1 Grant of Purchase. The Seller hereby irrevocably grants to Purchaser, or its Affiliate, assign, nominees or subsidiary, the sole and exclusive right to purchase (the “Purchase”) a One Hundred Percent (100%) interest in the Horne Claims as set forth in Schedule “A” by making payments as set forth in Section 2.2, and by complying with the other terms of this Agreement.

2.2 Consideration for Purchase. In order to Purchase the Property, the Purchaser shall:

• pay the Seller $5,000 (the “Payment”) within 30 days of the Effective Date;
• pay the Seller $7,500 on listing of the company’s shares on a Canadian stock exchange;
• pay to the seller $12,500 within 18 months of the effective date;

2.3 Transfer of Property Interests. Upon receipt of the Payment by the Seller, the Seller shall immediately provide all written transfer agreements and other instruments necessary to vest in Purchaser an undivided One Hundred Percent (100%) legal and beneficial interest in the Horne Claims, free and clear of all liens, charges, encumbrances, royalties, agreements, underlying interests and conflicting rights or claims of whatsoever nature, such transfers being in such proper form that they will be recognized by all applicable regulatory authorities.

ARTICLE 3

CONDITIONS FOR THE BENEFIT OF SELLER

3.1 Conditions Precedent for the Benefit of Purchaser. The implementation of this Agreement, including the terms, representations and covenants, is subject to the following conditions precedent for the benefit of Purchaser being satisfied prior to January 01, 2024 (the “Condition Date”):

ARTICLE 4

INDEMNITIES

4.1 Indemnities. Upon the Effective Date:

(a) the Purchaser assumes and agrees to indemnify and save harmless Seller from and against all valid and binding obligations of Seller which arise by virtue of the Purchaser’s interest in the Horne Claims to the extent that such obligations and liabilities are attributable to a period commencing after to the Effective Date; and

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(b) Seller assumes and agrees to indemnify and save harmless the Purchaser from and against all valid and binding obligations and liabilities of the Purchaser which arise by virtue of Seller’s interest in the Horne Claims to the extent that such obligations and liabilities are attributable to a period prior to the Effective Date.

ARTICLE 5

GENERAL

5.1 Implied Covenants. There are no implied covenants contained in this Agreement, other than those of good faith and fair dealing.

5.2 Unavoidable Delays. If any Party is prevented or delayed in complying with any provisions or satisfying any condition of this Agreement by reason of events beyond its control, including fire, land closures, the exigencies of nature, unfavorable weather or ground conditions, the action, inaction or refusal of any governmental agency to grant any authorization, approval, permit or consent to conduct exploration or other operations, or unusual delay in the processing or granting of such authorization, approval, permit or consent, environmental restrictions or approvals, and acts of God but excluding the lack of funds, such Party may give notice to the other Party of the event, and upon notice all times herein provided for shall be extended by the period necessary to cure any such event and the Party affected shall use all reasonable means so promptly.

5.3 Confidentiality. The terms and conditions of this Agreement and all data and information coming into the possession of a Party by virtue of this Agreement with respect to the business or operations of the other Party, the Horne Claims or the Property generally, shall be kept confidential and shall not be disclosed to any person not a Party hereto without the prior written consent of the other Party, except:

(a) as required by law, rule, regulation or policy of any stock exchange or securities commission having jurisdiction over a Party;

(b) as may be required by a Party in the prosecution or defence of a lawsuit or other legal or administrative proceedings;

(c) as required by a financial institution in connection with a request for financing related in whole or in part by the Party's interest in the Property; or

(d) to a prospective assignee of a Party's interest in the Property;

and the Party requiring such disclosure shall at least 24 hours prior thereto deliver a copy thereof to the other Party unless the Party is required by law to disclose the information earlier. Notwithstanding the foregoing, any Party may at any time and without the consent of the other share all or any of such data and information with a consultant provided that such consultant shall agree to preserve the confidential nature of such data and information.

Additionally, each Party shall consult with and obtain the written consent of the other Party, which shall not be unreasonably withheld, prior to issuing any public announcement, press release or other public disclosure with respect to this Agreement.

5.4 Notices. Any notice required to be given or delivery of documents required to be made under this Agreement shall be in writing and shall be deemed to be well and sufficiently given if delivered, or if mailed, by registered mail, or sent by telecopy, to the Parties at their addresses as follows:

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If to the Purchaser: Adonis Minerals Corp.
2080 – 777 Hornby Street
Vancouver, BC V6Z 1S4

If to the Seller: Nicholas Rodway
[Redacted: Personal Address]

Any notice given as provided in this Section shall be deemed to have been given, if delivered, when delivered, or, if mailed, on the third business day after the date of mailing, or if telecopied, on the first business day after the date of telecopying; provided that if mailed there be, between the time of mailing and the actual receipt of the notice a mail strike, slowdown or other labour dispute which might affect the delivery of such notice, then such notice shall only be effective if actually delivered or if telecopied.

5.5 Applicable Law. This Agreement shall be construed in accordance with the laws of the Province of British Columbia.

5.6 Assignment. Either Party may assign or otherwise transfer its interest under this Agreement or in the Property to an Affiliate without consent, and the rights of either Party in the Property following exercise of the Purchase are freely assignable without consent. Except as provided in the foregoing sentence, neither Party shall transfer, assign or dispose of all or any part of its rights under this Agreement or in the HORNE Claims or Property without the prior written consent of the other Party, such consent not to be unreasonably withheld.

5.7 Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Parties hereto, their respective successors and permitted assigns.

5.8 Entire Agreement. This Agreement and the documents to be executed hereunder constitute the entire agreement between the Parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties pertaining to the subject matter hereof.

5.9 Counterpart and Facsimile Signature. This Agreement may be executed in several counterparts and evidenced by a facsimile/email copy of an original execution page bearing the signature of each Party hereto, each of which when so executed shall be deemed to be an original, and such counterparts or facsimile/email copies thereof together shall comprise one and the same instrument and, notwithstanding their date of execution, shall be deemed to bear the date as of the date above written.

5.10 Further Acts. The Parties shall at all times do such further acts and execute and deliver all further documents as may be reasonably required in order to fully perform and carry out the terms of this Agreement.

5.11 Severability. If any provisions of this Agreement shall be held to be invalid or unenforceable, such invalidity or unenforceability shall attach only to such provisions and shall not in any manner affect or render invalid or unenforceable any other provision of this Agreement.

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IN WITNESS, WHEREOF the Parties hereto have caused this Agreement to be duly executed by their authorized signatories hereunto duly authorized all as of the day and year first above written.

NICHOLAS RODWAY

By: "Nicholas Rodway" /s/

ADONIS MINERALS CORP.

By: "Gordon Lam" /s/

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SCHEDULE "A"

HORNE CLAIMS

Horne Property Mineral Tenures

Title Number	Claim Name	Title Type	Good To Date	Status	Area (ha)
1099438	Horne 1	Mineral	2024/NOV/23	GOOD	716.27
1099439	Horne 2	Mineral	2024/NOV/23	GOOD	379.21
1103811	Horne 3	Mineral	2024/APR/17	GOOD	21.07
1109797	Horne 4	Mineral	2024/DEC/31	GOOD	315.88
1109798	Horne 5	Mineral	2024/DEC/31	GOOD	315.90