Angel Wing Metals Inc. — M&A Activity 2021

Jan 18, 2021

THIS MINERAL PROPERTY ACQUISITION AGREEMENT is dated and made effective the 1[st] day of December, 2020 (the “ Effective Date ”).

BETWEEN:

1544230 ONTARIO INC. , a company incorporated under the laws of Ontario, having an office at 19 Southview Drive, Brandon, Manitoba, R7B 4H1

(hereinafter referred to as the “ Vendor ”)

AND:

HUNTINGTON EXPLORATION INC. , a company incorporated

under the laws of Alberta, having an office at Eau Claire Place II, Suite 440, 521 – 3[rd] Avenue SW, Calgary, Alberta, T2P 3T3

(hereinafter referred to as the “ Purchaser ”)

WHEREAS:

A. The Vendor is the beneficial owner of a one hundred percent (100%) interest in and to those certain mineral claims located in Ontario, Canada, as more particularly described in Schedule A attached hereto (the “ Property ”); and

B. The Vendor wishes to sell to the Purchaser and the Purchaser wishes to purchase a one hundred percent (100%) interest in and to the Property, on the terms and subject to the conditions as are more particularly set forth herein.

NOW THEREFORE this Agreement witnesseth that in consideration of the premises and covenants and agreements of the parties hereinafter set forth, the parties do covenant and agree with one another as follows:

INTERPRETATION

1. In this Agreement:

   • (a) “ Commercial Production ” means the operation of the Property or any portion of the Property as a producing mine and the production of mineral products from the Property (excluding bulk sampling, pilot plant, or test operations);

   • (b) “ Effective Date ” means the date set forth above;

   • (c) “ Environmental Claims ” means any and all administrative, regulatory, or judicial actions, suits, demands, claims, liens, notices of non-compliance or violation, investigations, or proceedings relating in any way to any Environmental Laws or any permit issued under any Environmental Laws, including, without limitation:

   • (i) any and all claims by government or regulatory authorities for enforcement, clean-up, removal, response, remedial, or other actions or damages under any applicable Environmental Law; and

   • (ii) any and all claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation, or injunctive or other relief resulting from hazardous materials, including any release of those claims, or arising from alleged injury or threat of injury to human health or safety (arising from environmental matters) or the environment;

• (d) “ Environmental Laws ” means all requirements of the common law, civil code, or of environmental, health, or safety statutes of any agency, board, or governmental authority including, but not limited to, those relating to:

  • (i) Noise;

  • (ii) pollution or protection of the air, surface water, ground water, or land;

  • (iii) solid, gaseous, or liquid waste generation, handling, treatment, storage, disposal, or transportation;

  • (iv) exposure to hazardous or toxic substances; or

  • (v) the closure, decommissioning, dismantling, or abandonment of any facilities, mines, or workings and the reclamation or restoration of lands;

• (b)

  • “ Exchange ” means the TSX Venture Exchange;

• (e) “ NSR Royalty ” means the royalty of one and a half percent (1.5%) payable to the Vendor of net smelter returns from minerals mined and removed from the Property, as more particularly described in Schedule B attached hereto and forming a part of this Agreement;

• (f) “ Shares ” means 100,000 common shares in the capital of the Purchaser.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDOR

1. The Vendor warrants and represents to the Purchaser that:

   • (a) it has been duly incorporated, amalgamated or continued and validly exists as a corporation in good standing with respect to the filing of annual reports under the laws of its jurisdiction of incorporation, amalgamation or continuation;

   • (b) it has the full power and authority to carry on business and to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement;

   • (c) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transactions herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in

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the creation of any encumbrance under the provisions of the Articles or the constating documents of the Vendor or any shareholders' or directors' resolution, indenture, agreement or other instrument whatsoever to which the Vendor is a party or by which it is bound or to which it or the Property may be subject;

• (d) to the best of its knowledge and belief after reasonable enquiry, the mineral claims on the Property have been properly located, recorded and (where applicable) staked pursuant to the applicable laws and regulations of Ontario and are in good standing;

• (e) it holds all permits, licenses, consents and authorities issued by any governmental or government authority, which are necessary in connection with the ownership of the Property;

• (f) all fees, taxes, assessments, rentals, levies or other payments required to be made relating to the Property have been made;

• (g) other than this Agreement, there are no outstanding agreements or options to acquire or purchase the Property or any portion thereof or any interest therein;

• (h) there is no adverse claim or challenge against or to the ownership of or title to any part of the Property, and no party has any right, title, claim or other interest in the Property;

• (i) all property rights or interests of the Vendor in the Property are legally and beneficially owned or held by the Vendor, are in good standing, are valid and enforceable, are free and clear of any liens, charges or encumbrances and no royalty is payable in respect of any part of the Property;

• (j) there are no actions, claims, investigations, suits, proceedings or inquiries (judicial or otherwise) pending or, to the best of its knowledge, threatened against or relating to the Vendor or the Property before or by any governmental or regulatory agency or board, which may, in any way, have a materially adverse effect on the Vendor’s ability to perform its obligations hereunder;

• (k) the Property does not, to the best of the Vendor’s knowledge, contain any hazardous or toxic material, pollution or other adverse environmental conditions that may give rise to any environmental liability under any applicable Environmental Laws, and the Vendor has not received, nor is it aware of any pending or threatened, notice of non-compliance with any environmental laws, regulations, rules or by-laws;

• (l) it has not received from any governmental or regulatory agency or board, any notice of or communication relating to any actual or alleged Environmental Claims, and there are no outstanding work orders or actions required to be taken relating to environmental matters respecting the Property or any operations carried out on the Property;

• (m) it has provided to Purchaser all data, maps, interpretive data, samples and other materials relevant to the Property for evaluation and in the possession or control of the Vendor, and on the Transfer Date, it will deliver to Purchaser the said materials

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and information to be held in Purchaser’s possession until this Agreement is terminated;

• (a) the Vendor acknowledges that the Shares will be issued pursuant to prospectus exemption requirements of the Acts and the share certificates representing such Shares will be subject to hold periods as required pursuant to the Acts and any other applicable securities legislation; and

• (n) the Vendor is not a non-resident of Canada within the meaning of Section 116 of the Income Tax Act , R.S.C. 1985, Chapter 1 (5th Supp.), as amended.

The representations and warranties contained in this section are provided for the exclusive benefit of the Purchaser, and a breach of any one or more thereof may be waived by the Purchaser in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and the representations and warranties contained in this section shall survive the execution of this Agreement and of any transfers, assignments, deeds or further documents respecting the Property.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER

1. The Purchaser represents and warrants to and covenants with the Vendor, with the knowledge that the Vendor relies upon same in entering into this Agreement, that:

• (a) it has been duly incorporated, amalgamated or continued and validly exists as a corporation in good standing with respect to the filing of annual reports under the laws of its jurisdiction of incorporation, amalgamation or continuation;

• (b) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transactions herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of the Articles or the constating documents of the Purchaser or any shareholders' or directors' resolution, indenture, agreement or other instrument whatsoever to which the Purchaser is a party or by which it is bound;

• (c) the execution and delivery of this Agreement and the agreements contemplated by this Agreement will not violate or result in the breach of laws of any jurisdiction applicable or pertaining thereto or of its constating documents;

• (d) the Purchaser is a reporting issuer under the provisions of the Securities Act (British Columbia), the Securities Act (Alberta), the Securities Act (Ontario), the Securities Act (Manitoba), the Securities Act (Saskatchewan), and the Securities Act (Quebec) (collectively, the “ Acts ”) and is not on the list of defaulting issuers maintained by the British Columbia, Alberta, Saskatchewan, Manitoba, Quebec or Ontario Securities Commissions; and

• (e) the Shares to be issued to the Vendor will, upon issuance, be issued and outstanding as fully paid and non-assessable shares.

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The representations and warranties contained in this section are provided for the exclusive benefit of the Vendor and a breach of any one or more thereof may be waived by the Vendor in whole or in part at any time without prejudice to their rights in respect of any other breach of the same or any other representation or warranty, and the representations and warranties contained in this section shall survive the execution hereof.

PURCHASE AND SALE

1. The Vendor hereby sells to the Purchaser a one hundred percent (100%) interest in and to the Property, free and clear of all claims, taxes, liens or encumbrances, except for the NSR Royalty, as follows:

• (a) The consideration payable and issuable by the Purchaser and to be paid and issued to the Vendor pursuant to this Agreement shall be:

  • (i) $15,000 to be paid with ten business days of the Effective Date; and

  • (ii) 100,000 Shares to be issued within ten business days of the date of acceptance of this Agreement by the Exchange.

TRANSFER OF INTEREST

1. Upon issuance of the Shares under subsection 4(a)(i) above, the Vendor will transfer its total 100% legal title to the Property to the Purchaser (the “ Transfer Date ”).

2. The Purchaser may not assign this Agreement without the written consent of the Vendor, and any assignment will not relieve the Purchaser of its obligations hereunder.

3. Provided this Agreement is in good standing, until the Transfer Date the directors and officers of the Purchaser and its servants, agents and independent contracts, shall have the sole right in respect of the Property to:

   • (a) enter thereon;

   • (b) have exclusive and quiet possession thereof;

   • (c) do such further prospecting, exploration, development and/or other mining work thereon and thereunder as the Purchaser in its sole discretion may determine advisable;

   • (d) bring upon and erect upon the Property buildings, plant, machinery and equipment as the Purchaser may deem advisable; and

   • (e) remove therefrom and dispose of reasonable quantities of ores, minerals and metals for the purposes of obtaining assays or making other tests.

4. Until the Transfer Date, the Purchaser shall, in regard to the Property:

   • (a) maintain in good standing those licenses, mineral claims, concessions or other interests comprising the Property by the doing and filing of assessment work or the making of payments in lieu thereof and the performance of all other actions which

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may be necessary in that regard and in order to keep such mineral claims, concessions or other interests free and clear of all liens and other charges arising from the Purchaser’s activities thereon except those at the time contested in good faith by the Purchaser;

• (b) permit the parties to this Agreement, at their own expense, reasonable and timely access to the results of the work done on the Property;

• (c) keep the Property free and clear of all liens, charges and encumbrances of every character arising from its operation hereunder (except for liens for taxes not then due, other inchoate liens and liens contested in good faith by the Purchaser), and proceed with all reasonable diligence to contest or discharge any lien that is filed;

• (d) pay, when due and payable, all wages or salaries for services rendered in connection with the Property and all accounts for materials supplied on or in respect of any work or operation performed on the Property; and

• (e) do or cause to be done all work on the Property in a good and workmanlike fashion and in accordance with all applicable laws, regulations, orders and ordinances of any applicable governmental authority.

1. The Purchaser may, at any time prior to the Transfer Date, terminate this Agreement in its entirety on fifteen (15) days’ written notice to the Vendor and except for the obligations set out in this Section and except for any liability for breach of any obligation incurred prior to such termination, shall thereafter have no liability to the Vendor as a result of such termination.

• (a) Upon termination pursuant to this Section, the Purchaser shall have no legal or beneficial interests in or to the Property. The Agreement is an option only in respect of the Property and except as specifically provided otherwise, nothing in this Agreement shall be construed as obligating Purchaser to do any acts or make any payments hereunder and any act or acts or payment or payments as shall be made hereunder shall not be construed as obligating Purchaser to do any further act or make any further payment.

• (b) Notwithstanding any other provisions of this Agreement, in the event of termination of this Agreement, Purchaser will:

  • (i) provide the Vendor with copies of all data and information related to the Property that were not provided to the Vendor prior to the termination of this Agreement, together with, if applicable, a final report on all work carried out by Purchaser together with all drill cores and unprocessed assay samples;

  • (ii) have the right and obligation to remove from the Property within 180 days of the effective date of such termination all equipment erected, installed or brought upon the Property by or at the instance of Purchaser;

  • (iii) perform all reclamation work on the Property required under applicable mining, exploration and environmental laws in Ontario, as a result of exploration or operations carried out by or on behalf of Purchaser; and

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• (iv) leave the mineral claims and any other mineral tenures comprising the Property free and clear of encumbrances and in good standing under applicable laws in Ontario for at least one month after the date of termination.

NSR ROYALTY

1. On commencement of Commercial Production from the Property, the Purchaser will pay to the Vendor the NSR Royalty, on the terms described in Schedule B attached hereto.

2. The Purchaser shall have the right at any time to purchase one-half (1/2) of the NSR Royalty from the Vendor in consideration of the payment to the Vendor of $500,000 thereby leaving the Vendor with a three quarters percent (0.75%) NSR Royalty.

GENERAL

1. The headings to the respective sections in this Agreement will not be deemed part of this Agreement but will be regarded as having been used for convenience only.

2. There are no representations, warranties, collateral agreements, or conditions except as herein specified.

3. This Agreement will enure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators, successors, and assigns.

4. The parties will execute and deliver all such further documents, do or cause to be done all such further acts and things, and give all such further assurances as may be necessary to give full effect to the provisions and intent of this Agreement.

5. Any notice required or permitted to be given to any of the parties to this Agreement will be in writing and may be given by prepaid registered post, fax, email, or personal delivery to the address of such party first above stated or such other address as any party may specify by notice in writing to the other parties, and any such notice will be deemed to have been given and received by the party to whom it was addressed if mailed, on the third day following the mailing thereof, if sent by facsimile or email, on successful transmission, or, if delivered, on delivery; but if at the time of mailing or between the time of mailing and the third business day thereafter there is a strike, lockout, or other labour disturbance affecting postal service, then the notice will not be effectively given until actually delivered.

6. This Agreement will be governed by and construed in accordance with the laws of British Columbia, and the parties hereby attorn to the jurisdiction of the Courts of competent jurisdiction of British Columbia in any proceeding hereunder.

7. Time is of the essence of this Agreement.

8. Words and phrases used herein that have acquired special meanings in the mining industry will be read and construed in accordance with the special meanings attaching to those words, unless the context otherwise requires.

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1. This Agreement may be executed in several counterparts, each of which will be deemed to be an original and all of which will together constitute one and the same instrument.

2. Unless otherwise provided, all dollar amounts referred to in this Agreement are in lawful money of Canada.

3. Delivery of an executed copy of this Agreement by electronic communication producing a printed copy will be deemed to be execution and delivery of this Agreement on the date of such communication by the party so delivering such copy, subject to delivery of an originally executed copy of this Agreement to the other party hereto within two weeks of the date of delivery of the copy sent via the electronic communication.

4. Each party to this Agreement will be responsible for all of its own expenses, legal and other professional fees, disbursements, and all other costs incurred in connection with the negotiation, preparation, execution, and delivery of this Agreement and all documents and instruments relating hereto and the consummation of the transactions contemplated hereby.

IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and year first above written.

1544230 ONTARIO INC.

Per:

Authorized Signatory

HUNTINGTON EXPLORATION INC.

Per:

Authorized Signatory

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SCHEDULE A TO THE MINERAL PROPERTY ACQUISITION AGREEMENT MADE BETWEEN 1544230 ONTARIO INC. AND HUNTINGTON EXPLORATION INC.

PROPERTY DESCRIPTION

The Property is comprised of the following mineral claims, located in Ontario, Canada:

TenureNumberTypeStatusAnniversary Date	TenureNumberTypeStatusAnniversary Date	TenureNumberTypeStatusAnniversary Date	TenureNumberTypeStatusAnniversary Date
559202Single Cell MiningClaimActive2021-09-18559203Single Cell MiningClaimActive2021-09-18559204Single Cell MiningClaimActive2021-09-18559205Single Cell MiningClaimActive2021-09-18
		Active	2021-09-18
559206	Single Cell MiningClaim	Active	2021-09-18
559207	Single Cell MiningClaim	Active	2021-09-18
583746	Single Cell MiningClaim	Active	2022-04-13
583747	Single Cell MiningClaim	Active	2022-04-13
583751	Single Cell MiningClaim	Active	2022-04-13
583752	Single Cell MiningClaim	Active	2022-04-13
583753	Single Cell MiningClaim	Active	2022-04-13
583754	Single Cell MiningClaim	Active	2022-04-13
583755	Single Cell MiningClaim	Active	2022-04-13
583756	Single Cell MiningClaim	Active	2022-04-13
583757	Single Cell MiningClaim	Active	2022-04-13
583758	Single Cell MiningClaim	Active	2022-04-13
583912	Multi-cell MiningClaim	Active	2022-04-13
584525	Single Cell MiningClaim	Active	2022-04-14
584526	Single Cell MiningClaim	Active	2022-04-14
584527	Single Cell MiningClaim	Active	2022-04-14
584528	Single Cell MiningClaim	Active	2022-04-14
584529	Single Cell MiningClaim	Active	2022-04-14
584530	Single Cell MiningClaim	Active	2022-04-14
584531	Single Cell MiningClaim	Active	2022-04-14
584532	Single Cell MiningClaim	Active	2022-04-14
584533	Single Cell MiningClaim	Active	2022-04-14
584534	Single Cell MiningClaim	Active	2022-04-14
584535	Single Cell MiningClaim	Active	2022-04-14
584536	Single Cell MiningClaim	Active	2022-04-14
585709	Multi-cell MiningClaim	Active	2022-04-13
599645	Single Cell MiningClaim	Active	2022-07-17
599646	Single Cell MiningClaim	Active	2022-07-17
599647	Single Cell MiningClaim	Active	2022-07-17
599648	Single Cell MiningClaim	Active	2022-07-17
599649	Single Cell MiningClaim	Active	2022-07-17
599650	Single Cell MiningClaim	Active	2022-07-17
599651	Single Cell MiningClaim	Active	2022-07-17
599652	Single Cell MiningClaim	Active	2022-07-17
599653	Single Cell MiningClaim	Active	2022-07-17
612583	Multi-cell MiningClaim	Active	2022-09-12

A-2

Tenure**Number **	Type	Status	Anniversary Date
612584	Multi-cell MiningClaim	Active	2022-09-12
612585	Multi-cell MiningClaim	Active	2022-09-12
612586	Multi-cell MiningClaim	Active	2022-09-12
612587	Multi-cell MiningClaim	Active	2022-09-12
613189	Multi-cell MiningClaim	Active	2022-09-26
613190	Single Cell MiningClaim	Active	2022-09-26
613191	Multi-cell MiningClaim	Active	2022-09-26
613192	Single Cell MiningClaim	Active	2022-09-26
613193	Single Cell MiningClaim	Active	2022-09-26
613194	Single Cell MiningClaim	Active	2022-09-26
613195	Single Cell MiningClaim	Active	2022-09-26
613196	Single Cell MiningClaim	Active	2022-09-26
613197	Single Cell MiningClaim	Active	2022-09-26
613198	Single Cell MiningClaim	Active	2022-09-26
613791	Multi-cell MiningClaim	Active	2022-10-03
613792	Multi-cell MiningClaim	Active	2022-10-03

[redacted map of area]

SCHEDULE B TO THE MINERAL PROPERTY ACQUISITION AGREEMENT MADE BETWEEN 1544230 ONTARIO INC. AND HUNTINGTON EXPLORATION INC.

NSR ROYALTY

1. The Purchaser shall pay a 1.5% NSR Royalty on all Mineral Products sold from the Property to the Vendor.

2. The NSR Royalty shall be calculated as follows:

Gross Revenue from the sale of product less,

• (a) Transportation costs from mill site to Purchaser,

• (b) Sampling and assay costs,

• (c) Insurance costs,

• (d) Smelter penalties if not deducted directly by the Purchaser.

1. The accounting records of the Purchaser shall be maintained to provide data for items set out in paragraph 2 in this Schedule “B”.

2. A year-end statement shall be provided by the Purchaser providing a detailed summary of the aggregate amount of NSR Royalty payable to the Vendor during the relevant year certified correct by a senior officer of the Vendor.

3. The NSR Royalty shall be paid on a quarterly basis within forty-five days after the end of each quarter in respect of the proceeds received in such quarter.

4. The NSR Royalty shall be paid by cheque or certified cheque in Canadian currency. An NSF cheque shall be a non-payment. Any overpayment shall be deducted from any future NSR Royalty payments.

5. The NSR Royalty shall become effective at the Effective Date of this Agreement.

6. The NSR Royalty incorporates and is subject to all the terms and conditions of this Agreement.

7. To the extent permitted under applicable law, the NSR Royalty creates a direct real property interest in the Property and constitutes a covenant running with the Property. The holder of the NSR Royalty shall be entitled to register the NSR Royalty against the Property. Any expense associated with establishing, registering or perfecting the NSR Royalty as a real property interest shall be for the account of the Vendor.

8. The Vendor and the Purchaser may assign their interest in the NSR Royalty upon written approval of the other Party, and such approval shall not be unreasonably withheld.