Awale Resources Limited — M&A Activity 2022

Sep 15, 2022

Execution Copy

AWALÉ RESOURCES LIMITED

8681 Clay Street Mission, BC V4S 1E7 Canada Telephone: 604-314-6270

September 12, 2022

The Shareholders of Colossal Gold Resources Limited

Colossal Gold Resources Limited Registration No: 337804 Fourth Floor, One Capital Place PO BOX 847 GT Grand Cayman KY1-110 Cayman Islands

Dear Sirs:

Re: Acquisition of Colossal Gold Resources Limited by Awalé Resources Limited

Colossal Gold Resources Limited (“ CGR ”) is a private company incorporated in the Cayman Islands with company number 337804. CGR through its wholly-owned Surinamese subsidiary Consolidated Gold Resources N.V. (“ Consolidated Gold ” and together with CGR the “ CGR Group ”) holds a 100% interest in certain existing mineral exploration and exploitation licences in Suriname all as more particularly described in Schedule A (collectively, the “ Licences ”). CGR is 100% legally and beneficially owned by the shareholders identified on Schedule B (collectively the “ Sellers ”).

Awalé Resources Limited (“ Awalé ” and together with CGR and the Sellers, the “ Parties ” and individually a “ Party ”) is a TSX Venture Exchange (“ TSXV ”) listed company incorporated in the province of British Columbia which holds a diversified portfolio of gold and copper projects in Cote D’Ivoire.

This letter agreement (the “ Agreement ”) sets out the binding agreement between the Parties, subject to satisfaction of the conditions specified herein, whereby Awalé or its affiliate will acquire from each of the Sellers 100% of the outstanding share capital of CGR (the “ Acquisition ”). Upon execution by each of the Parties, this Agreement will constitute a legally binding agreement between the Parties, enforceable in accordance with its terms.

In consideration of the covenants and agreements contained herein, the Parties covenant and agree each with the other as follows:

1. Acquisition . Subject to the terms and conditions set out herein, on the Closing Date (as defined herein) Awalé agrees to purchase from each of the Sellers and each of the Sellers agrees to irrevocably sell, assign and transfer to Awalé (or to an affiliate of Awalé, as Awalé may direct) all of the Seller’s right, title and interest in and to the ordinary shares of CGR set opposite such Seller’s name on Schedule B (collectively, the “ CGR Shares ”), representing 100% of the issued shares in the capital of CGR, free and clear of

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all Liens (as defined herein) and together with all rights that attach (or may in the future attach) to the CGR Shares.

When used herein “ Lien ” means (i) any mortgage, charge, pledge, hypothecation, security interest, assignment by way of security, encumbrance, lien (statutory or otherwise), hire purchase agreement, conditional sale agreement, deposit arrangement, title retention agreement or arrangement, grant of security interest or other encumbrance securing an obligation of any person; (ii) any trust arrangement; (iii) any royalty agreement; (iv) any arrangement which creates a right of set-off out of the ordinary course of business; (v) any option, warrant, right or privilege relating to the transfer, sale or assignment of the CGR Shares; or (vi) any agreement (including title transfer or retention, sale and leaseback or sale and purchase arrangements) to grant any such rights or interests.

1. Purchase Price . In consideration for the CGR Shares, Awalé agrees to issue on the Closing Date to the Sellers an aggregate of 21,663,138 common shares of Awalé (the “ Awalé Shares ”), being equal to 1,257 Awalé Shares per each one CGR Share, to be issued on a pro-rata basis in the denominations to each Seller set forth on Schedule B (the “ Share Consideration ”) at, subject to TSXV acceptance, the deemed price per Awalé Share of Cdn$0.197.

2. Hold Period and Escrow. The Sellers acknowledge, covenant and agree that the Share Consideration issued to each Seller will be subject to: (i) a statutory hold period under applicable Canadian securities Laws which will expire four months and one day after the Closing Date; and (ii) a voluntary trading restriction placed on the Consideration Shares restricting the Sellers from reselling any of the Awalé Shares comprised in the Share Consideration for a period of eighteen months from the Closing Date (the “ Trading Restriction ”). The Sellers covenant and agree to comply with the Trading Restriction.

3. Closing . Upon The closing of the Acquisition contemplated by this Agreement (the “ Closing ”) shall occur electronically via the exchange of original, e-mailed or facsimile documents on the fifth business day in the City of Vancouver, British Columbia (a “ Business Day ”), following the waiver or satisfaction of all conditions to Closing set forth in Section 5 (other than conditions which, by their nature, are to be satisfied on the Closing Date), or at such other time, place or manner as may be mutually agreed upon in writing by the Parties. The date on which the Closing occurs shall be the “ Closing Date ”.

On the Closing Date:

• (a) each Seller will deliver to Awalé a duly completed and executed accredited investor certificate, or such other evidence acceptable to Awalé, acting reasonably, confirming such Seller’s eligibility under Canadian securities laws to be issued the Share Consideration;

• (b) CGR will deliver to Awalé: (I) all the books, records and information of or relating to the CGR Group and the Licenses; and (II) an extract from the Member Register of CGR evidencing the transfer of the CGR Shares by each Seller to Awalé pursuant to this Agreement;

• (c) each Seller and CGR shall deliver to Awalé such other documents and assurances as may be reasonably requested by Awalé;

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• (d) Awalé will deliver to each Seller: (I) original share certificates or DRS Advice representing the Share Consideration registered in the names of the Sellers in the denominations set opposite such Seller’s name on Schedule B; and (II) such other documents, instruments, certificates, and assurances as may be reasonably requested by the Sellers; and

• (e) Awalé will deliver to CGR an assignment and assumption agreement with respect to the Assumed Obligations.

• Conditions . Completion of the Acquisition will be subject to fulfillment of the following conditions on or before the Closing Date, or such other time as specified below:

• (a) Conditions Precedent to the obligations of Awalé:

  • (i) receipt of TSXV acceptance in respect of the Acquisition;

  • (ii) receipt of the approval of the shareholders of Awalé in respect of the Acquisition if required by the policies of the TSXV;

  • (iii) CGR will have tendered resignations and releases from all directors and officers of CGR, other than Glen Parsons, to be effective on the Closing Date;

  • (iv) the representations and warranties of each of the Sellers and CGR made in this Agreement shall be true and correct in all material respects as of the Closing Date as if made on and as of such date;

  • (v) the Sellers and CGR shall not be in material breach of their respective obligations under this Agreement;

  • (vi) receipt of all documentation and other evidence reasonably requested by Awalé in form and substance satisfactory to Awalé, acting reasonably, in order to establish the due authorization and completion of the transactions contemplated by this Agreement, including the taking of all corporate proceedings by the boards of directors of the CGR Group required to effectively carry out the obligations of the Sellers and CGR pursuant to this Agreement and the receipt of an opinion of counsel to CGR and Consolidated Gold;

  • (vii) the Sellers and CGR shall have complied in all material respects with their respective covenants in this Agreement;

  • (viii) there shall not have been any event or change that has had or would be reasonably likely to have a material adverse effect on either CGR, Consolidated Gold or the Licenses;

  • (ix) all filings with, notifications to and consents from governmental authorities, will have been made, given or obtained on terms acceptable to Awalé, acting reasonably, so that the transactions contemplated by this Agreement may be completed;

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• (x) Awalé being satisfied in its sole discretion with the results of its Due Diligence Review (as defined herein);

• (xi) the CGR Shares being free of all Liens;

• (xii) Awalé shall have completed an offering and sale of securities of Awalé to raise a minimum of gross proceeds of Cdn$2,000,000 (the “ Offering ”); and

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(xiii) Awalé will assume the obligations of CGR owing to [Personal information] ) as set forth under the heading “The Consideration for the above Clause cancellation is as follows” in the letter agreement dated 31 January 2022 between CGR and in connection with the [Personal information] termination of the anti-dilution clause granted to by CGR (the [Personal information] “ Assumed Obligations ”).

• (b) Conditions Precedent to Obligations of the Sellers.

• (i) the representations and warranties made by Awalé in this Agreement shall be true and correct in all material respects as of the Closing Date as if made on and as of such date;

• (ii) Awalé shall not be in material breach of its obligations under this Agreement;

• (iii) Awalé shall have complied in all material respects with its covenants in this Agreement;

• (iv) all filings with, notifications to and consents from governmental authorities, will have been made, given or obtained on terms acceptable to the Sellers, acting reasonably, so that the transactions contemplated by this Agreement may be completed;

• (v) receipt of all documentation and other evidence reasonably requested by the Sellers in form and substance satisfactory to the Sellers, acting reasonably, in order to establish the due authorization and completion of the transactions contemplated by this Agreement; and

• (vi) Awalé shall have delivered all documents required to be delivered by it pursuant to Section 4.

• (c) Mutual Conditions. There shall have been no action taken under any applicable law or by any governmental or regulatory authority which:

• (i) makes it illegal or otherwise directly or indirectly retrains, enjoins or prohibits the completion of the Acquisition; or

• (ii) results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Acquisition, which is, or could be, materially adverse to Awalé or CGS, respectively.

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A Party may waive, in whole or in part, any of the foregoing conditions in its favour at any time on written notice to the other.

1. Representations and Warranties of Awalé. Awalé represents, warrants and covenants to each of the Sellers that:

2. (a) this Agreement has been duly executed and delivered by Awalé and constitutes a legal, valid and binding obligation of Awalé enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally, and to general principles of equity;

3. (b) it is validly existing under the Business Corporations Act (British Columbia), the Awalé Shares are listed on the TSXV, and it is not in material default of any of its obligations under the rules or policies of TSXV listed issuer;

4. (c) it has all necessary corporate, power, authority and capacity, to enter into and perform its obligations under this Agreement;

5. (d) no authorization, licence permit, certificate, registration, approval, order or consent of, or filing with, or notification to, any governmental authority is required on the part of Awalé in connection with the execution, delivery and performance of this Agreement or any other documents and agreements to be delivered under this Agreement except for the acceptance of the TSXV; and

6. (e) all current employees of CGR and Consolidated Gold that continue to be employed by CGR, Consolidated Gold or Awalé following completion of the Acquisition will be entitled to participate in the share compensation plans of Awalé generally available to employees of Awalé and its subsidiaries as approved by the Board of Awale.

7. Representations and Warranties of CGR . CGR represents, warrants and covenants to Awalé that:

8. (a) this Agreement has been duly executed and delivered by CGR and constitutes a legal, valid and binding obligation of CGR enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally, and to general principles of equity;

9. (b) each of CGR and Consolidated Gold has been duly incorporated and organized, is validly existing and in good standing under its jurisdiction of incorporation. No proceedings have been taken or authorized by either CGR or Consolidated Gold in respect of the bankruptcy, insolvency, liquidation, dissolution, strike off or winding up of CGR or Consolidated Gold;

10. (c) it has all necessary corporate power, authority and capacity to enter into and perform its obligations under this Agreement;

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12. (d) CGR is the legal and beneficial owner of all the issued and outstanding securities and interests in Consolidated Gold and has good title to them, free and clear of any Liens;

13. (e) there is no requirement to obtain any consent, approval or waiver of a party under any contract to which CGR or Consolidated Gold is a party in order to complete the transactions contemplated by this Agreement;

14. (f) no authorization, licence permit, certificate, registration, approval, order or consent of, or filing with, or notification to, any governmental authority is required on the part of either CGR or Consolidated Gold in connection with the execution, delivery and performance of this Agreement or any other documents and agreements to be delivered under this Agreement.

15. (g) none of the execution and delivery of this Agreement by CGR, the performance of CGR’s obligations under this Agreement, or the completion by CGR of the transactions contemplated by this Agreement will (with or without the giving of notice or lapse of time, or both): (i) result in or constitute a breach of any term or provision of, or constitute a default under, the constating documents of CGR; (ii) result in or constitute a breach of any term or provision of, or constitute a default under, any contract to which CGR or Consolidated Gold is a party or which affects the CGR Shares or Licenses; (iii) result in the creation or imposition of any Lien on the CGR Shares; (iv) contravene any applicable law; or (v) give rise to any rights of first refusal, rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, authorization, deed of trust, mortgage, bond, instrument, licence or permit;

16. (h) there are 17,234 CGR Shares issued and such CGR Shares are legally and beneficially owned by the Sellers, representing 100% of the outstanding share capital of CGR, and CGR has no other shares, notes, options or other securities outstanding;

17. (i) CGR legally and beneficially owns 100 shares in the capital of Consolidated Gold representing 100% of the outstanding share capital of Consolidated Gold, free and clear off all Liens;

18. (j) Consolidated Gold is the sole 100% legal, beneficial and recorded owner of the Licenses set forth on Schedule “A” and such Licenses are in good standing and free and clear of all defects in title;

19. (k) Consolidated Gold has the requisite corporate and legal power and capacity to own its assets as now owned and to carry on its business as it is now being carried on;

20. (l) the data and information in respect of CGR and Consolidated Gold and their respective assets, including the Licenses, business and operations provided, or to be provided, by CGR to Awalé is, and will be, accurate and correct in all material respects as at the date hereof or the date provided and, in respect of any information provided or requested, did not knowingly omit any material data or

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information necessary to make any data or information provided not misleading in any material respect as at the date hereof;

• (m) there are no pending or threatened adverse claims, challenges, actions, suits, disputes or proceedings regarding the CGR Group or the Licenses;

• (n) as at August 31, 2022, CGR has debts totalled approximately US314,000 (the “ Debt ”). Other than the Debt neither CGR nor Consolidated Gold has any debt nor owns or leases any properties, assets or other rights, whether real or personal, tangible or intangible other than for expenses of CGR accrued commencing September 1, 2022 in the ordinary course of business totalling no greater than US$14,450 per month until Closing;

• (o) each of CGR and Consolidated Gold is, and at all times has been, conducting its business in all material respects in compliance with all applicable laws, and neither CGR nor Consolidated Gold has received written notice of any violation by CGR or Consolidated Gold of any laws;

• (p) there are no outstanding agreements or options to acquire or purchase the CGR Shares, shares of Consolidated Gold or the Licenses;

• (q) all notices, returns (including any land transaction returns), reports, accounts, computations, statements, assessments, claims, disclaimers, elections and registrations and any other necessary information that have, or should have, been submitted by CGR or Consolidated Gold to any taxation authority for the purposes of taxation have been made on a proper basis, were submitted within applicable time limits and were accurate and complete in all material respects. None of the above is, or is likely to be, the subject of any material dispute with any taxation authority; and

• (r) neither CGR nor Consolidated Gold is, nor will it become, liable to make to any person (including any taxation authority) any payment in respect of any liability to taxation which is primarily or directly chargeable against, or attributable to, any other person.

• Representations and Warranties of the Sellers . Each Seller, on its own behalf, represents, warrants and covenants to Awalé that:

• (a) this Agreement has been duly executed and delivered by the Seller or the Sellers authorised signatory and constitutes a legal, valid and binding obligation of such Seller enforceable against the Seller in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally, and to general principles of equity;

• (b) the Seller is the legal and beneficial owner of the number of CGR Shares set out in B opposite that Seller’s name, and has good title to them, free and clear of any Lien and at Closing, the Seller will have the absolute and exclusive right to sell such CGR Shares to Awalé as contemplated by this Agreement free of all Liens;

• (c) each Seller that is a corporation or entity:

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  • (i) is duly incorporated and validly existing under the laws in the jurisdiction under which it was formed; and

  • (ii) the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action (including shareholder approval) on the part of such Seller;

• (d) the Shares do not derive, and have not since the date of incorporation of CGR derived, their value from taxable Canadian property, being Canadian real property, Canadian resource property or Canadian timber property;

• (e) the Seller is a non resident of Canada for purposes of the Income Tax Act (Canada) and the Seller is resident in the jurisdiction set out under on Schedule B beside such Seller’s name, which address is such Seller’s residence or principal place of business of the Seller indicated, and such address was not obtained or used solely for the purpose of acquiring the Consideration Shares;

• (f) none of the execution and delivery of this Agreement by the Seller, the performance of the Seller’s obligations under this Agreement, or the completion by the Seller of the transactions contemplated by this Agreement will (with or without the giving of notice or lapse of time, or both): (i) result in or constitute a breach of any term or provision of, or constitute a default under, any contract to which the Seller is a party or which affects the Shares or Options owned by the Seller; (ii) contravene any applicable Law; or (iii) contravene any judgment, order, writ, injunction or decree of any governmental authority;

• (g) there is no requirement to obtain any consent, approval or waiver of a party under any contract to which the Seller is a party in order to complete the transactions contemplated by this Agreement;

• (h) no authorization, licence permit, certificate, registration, approval, order or consent of, or filing with, or notification to, any governmental authority is required on the part of such Seller in connection with the execution, delivery and performance of this Agreement or any other documents and agreements to be delivered under this Agreement; and

• (i) the Seller is acquiring the Consideration Shares as principal for its own account and not for the benefit of any other person, and such Seller is permitted to transfer the CGR Shares to Awalé in consideration for Consideration Shares under the applicable securities laws of the jurisdiction of residence of the Seller and such Seller confirms that the acquisition of the Consideration does not trigger an obligation by Awalé to prepare and file a registration statement, prospectus or similar document, or any other report with respect to such acquisition in the Seller’s jurisdiction of residence or trigger reporting obligations of the Awalé in the Seller’s jurisdiction of residence.

• Due Diligence and Access . Upon execution of this Agreement, Awalé will promptly undertake an independent site visit of Consolidated Gold’s properties which are the subject of the Licenses (the “ Due Diligence Review ”). CGR shall cause Consolidated Gold to provide Awalé with complete access to such properties and all information relating to same and shall cause Consolidated Gold’s employees, accountants, and other

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representatives to cooperate fully with Awalé in connection with Awalé’s Due Diligence Review. Any investigation made by Awalé will not mitigate, diminish or affect the representations and warranties made to Awalé by CGR herein. Awalé will complete its due diligence review before October 15, 2022, unless such date is extended by mutual written consent of Awalé and CGR.

1. Conduct of Business . Until the Closing Date, CGR shall, and shall cause Consolidated Gold, to conduct their respective businesses only in the usual and ordinary course of business and consistent with past practice, and not engage in any extraordinary material transactions.

2. Exclusivity . From the date of this Agreement until the Closing Date, none of the Sellers or CGR will solicit, initiate, knowingly facilitate or encourage, or accept or participate in any discussions, conversations, negotiations or other communications regarding, any offer or proposal relating to any transaction (other than the purchase and sale transaction contemplated by this Agreement) involving the sale of the CGR Shares, securities of Consolidated Gold, or the sale of the assets of Consolidated Gold or any other business combination involving CRG or Consolidated Gold.

3. Termination . This Agreement may be terminated:

4. (a) by a Party if any of the conditions set forth in paragraph 4 and 5 for the benefit of the terminating Party is not satisfied or waived by October 15, 2022, unless such date is extended by mutual written consent of Awalé and CGR; and

5. (b) by Awalé if it determines, acting reasonably, that the results of its Due Diligence Review as contemplated by Section 9 are not satisfactory to it in all material respects.

If this Agreement is terminated in accordance, the Parties will be released from all of their obligations under this Agreement, except that: Section 21 (Costs and Expenses) and will survive the termination of this Agreement and continue in full force and effect; and the termination of this Agreement at any time before the Closing will not relieve any Party from any liability arising before that termination.

1. Governing Law . This Agreement will be governed by the laws of the province of British Columbia and the federal laws applicable therein. The parties submit to the non-exclusive jurisdiction of the courts exercising jurisdiction in British Columbia, Canada.

2. Assignment and Enurement. The Parities may not assign any of their rights or obligations under this Agreement without the prior written consent of the other Parities hereto. This Agreement enures to the benefit of and is binding upon the Parties and their respective successors.

3. Further Assurances. Each of the Parties will make, do and execute, or cause to be made, done and executed all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may be reasonably required in order to implement this Agreement and the transactions contemplated herein.

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5. Notice . Any notice or other communication required or contemplated under this Agreement to be given by one party to the other shall be delivered, faxed, emailed or mailed by prepaid registered post to the party to receive same at the undernoted address, namely:

if to CGR or the Sellers:

Attention: Thomas K. McNeil 4043 Black Creek Road, Yemassee, South Carolina 29445, USA Email: [Personal information]

if to Awalé:

Awalé Resources Limited 8681 Clay Street Mission, BC V4S 1E7 Attention: the Company Secretary

Email: [Personal information]

Any notice delivered, emailed or faxed shall be deemed to have been given and received on the business day next following the date of delivery, emailing or faxing, as the case may be. Any notice mailed as aforesaid shall be deemed to have been given and received on the third business day following the date it is posted, provided that if between the time of mailing and actual receipt of the notice there shall be a mail strike, slow-down or other labour dispute which might affect delivery of the notice by mail, then the notice shall be effective only if actually delivered.

1. Severability. If any term or provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and 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. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

2. Counterparts, Execution . This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between parties.

3. Entire Agreement . This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties, and

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there are no representations, warranties or other agreements between the Parties, express or implied, in connection with the subject matter of this Agreement except as specifically set out in this Agreement, or in any other agreements and documents delivered under this Agreement. No Party has been induced to enter into this Agreement in reliance on, and there will be no liability assessed, either in tort or contract, with respect to, any warranty, representation, opinion, advice or assertion of fact, except to the extent it has been reduced to writing and included as a term in this Agreement or in any other agreements and documents delivered under this Agreement.

1. Several Liability . All obligations of the Sellers under this Agreement are several, not joint or joint and several.

2. Costs and Expenses . Awalé shall be solely responsible for each own reasonable costs and expenses in connection with the preparation of this Agreement to the date of execution of this Agreement. Except as otherwise specified in this Agreement, all costs and expenses (including the fees and disbursements of accountants, financial advisors, legal counsel and other professional advisers) incurred in connection with the completion of the Acquisition contemplated by this Agreement, are to be paid by the Party incurring those costs and expenses.

3. Amendment and Waiver . No amendment, discharge, restatement, supplement, termination or waiver of this Agreement or any Section of this Agreement is binding unless it is in writing and executed by the Party to be bound. No waiver of, failure to exercise or delay in exercising, any Section of this Agreement constitutes a waiver of any other Section (whether or not similar) nor does any waiver constitute a continuing waiver unless otherwise expressly provided.

4. Currency . All references herein to “Cdn$” is to Canadian currency.

5. Time of Essence . Time shall be of the essence of this Agreement.

6. Independent Legal Advice . Each of the Parties acknowledges that it has read and understands the terms and conditions of this Agreement and acknowledges and agrees that it has had the opportunity to seek, and was not prevented or discouraged by any other Party from seeking, any independent legal advice which it considered necessary before the execution and delivery of this Agreement and that, if it did not avail itself of that opportunity before signing this Agreement, it did so voluntarily without any undue pressure, and agrees that its failure to obtain independent legal advice will not be used by it as a defence to the enforcement of its obligations under this Agreement.

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Each of the Parties has executed and delivered this Agreement as of the date noted at the beginning of this Agreement.

AWALÉ RESOURCES LIMITED

By: “ Derk Hartman ” Name: Derk Hartman Position: Director 

COLOSSAL GOLD RESOURCES LIMITED

By: “ Thomas K. McNeil ” Name: Thomas K. McNeill Position: Director

PARSONS CAPITAL SUPERFUND PTY LTD - ITF PARSONS CAPITAL SUPERFUND

By: “ Glen Parsons ” Name: Glen Parsons Position: Director

[Personal information] By: [Personal information] Name: Position: [Personal information] By: [Personal information] Name: Position:

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SIGNED, SEALED and DELIVERED by GLEN WILLIAM PARSONS in the presence of: [Personal information] Name [Personal information] Address [Personal information] Occupation

“ Glen William Parsons ” GLEN WILLIAM PARSONS

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Execution Copy

SCHEDULE “A”

THE LICENSES

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Consolidated Gold Resources NV Licences Area
GMD GLIS
Savanah Exploration 403/19 293 #1770 4922ha
Savanah Exploration 404/19 293#1769 7583ha
Koloku Exploration 633/20 294#2037 5885ha
Zenith Exploration 636/20 294#2038 360000ha
Goliath Exploitation 668/20 295#89 3860ha
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SCHEDULE “B”

CGR SHAREHOLDERS

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Authorised Seller Name Seller’s Address Number Pro-rata Number
Sellers of CGR Share of of Awalé
Representative Shares Each Seller Shares to
held be Issued
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TOTALS
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