Bayridge Resources Corp.

AMENDED AND RESTATED PURCHASE OPTION AGREEMENT SHARPE LAKE

This Option Agreement (the “Agreement ”) is dated the 18[th ] day of July , 2023

BETWEEN:

6[th] Floor – 905 West Pender Street Vancouver, BC V6C 1L6

(Herein the “ Optionee ”)

AND

Mosam Ventures Inc ,

208 – 5525 West Blvd., Vancouver, B.C., V6M 2L1

(Herein the “ Optionor ”)

WHEREAS the Optionor has an option to acquire twelve (12) unpatented mining claims which are filed with the Ministry of Northern Development, Mines, Natural Resources and Forestry (the “MNDM”); situated within the Province of Ontario, and more particularly described in Schedule “A” attached hereto and forming a part of this Purchase Option Agreement (the “ Agreement ”);

WHEREAS the Optionor has agreed to grant an option to the Optionee to acquire a one hundred percent (100%) undivided interest in the unpatented mining claims associated with the Property (the “ Option ”), subject to the Production Royalty (as defined herein) and upon the terms and conditions set forth herein.

AND WHEREAS the parties entered into a purchase option agreement dated February 23, 2023, and amended on March 27, 2023 in respect of the Option (as amended, the “ Original Agreement ”), and the parties now wish to enter into this Agreement to supersede and replace in its entirety the Original Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSETH that, in consideration of the mutual covenants expressed herein, the payment of funds and the issuance of shares set forth herein, the parties hereto agree as follows:

1. Interpretation

(a) Definitions . The following terms, wherever used in this Agreement, shall have the meanings set forth below:
(i) “ Effective Date ” means the date first written above;
(ii) “ Environmental Standards ” means all laws, orders, rules and regulations of whatever authority, as they may apply to and affect environmental and pollution control standards in effect, whether federal, provincial or municipal;
(iii) “ Minerals ” shall mean the end products recovered, produced or derived from operating the Property as a mine;
(iv) “ Mining Act ” means the Province of Ontario Mining Act, together with any amendments thereto and all the regulations promulgated thereunder;
(v) “ Mining Operations ” means every kind of work done on or in respect of the Property or any product derived from the Property while the Option is in effect by or under the direction of the Optionee including, without limiting the generality of the foregoing, the work of assessment, geophysical, geochemical and geological surveys, studies and mapping, investigating, drilling, designing, examining, equipping, improving, surveying, shaft-sinking, raising, crosscutting, searching for, drifting, trucking, sampling, working and procuring minerals, ores and metals, surveying and bringing any mining claims to lease or patent, and all other work usually considered to be prospecting, exploration, development and mining work; in paying wages and salaries of workers engaged in the work and in supplying food, lodging, transportation and other reasonable needs of the workers; in paying assessments or premiums for workers’ compensation insurance, contributions for unemployment insurance or other pay allowances or benefits customarily paid in the district to those workers; in paying rentals, licence renewal fees, taxes and other governmental charges required to keep the Property in good standing; in purchasing or renting plant, buildings, machinery, tools, appliances, equipment or supplies and in installing, erecting, detaching and removing them; mining, milling, concentrating, rehabilitation, reclamation, and environmental protections and in the management of any work which may be done on the Property or in any other respect necessary for the due carrying out of the prospecting, exploration and development work;
(vi) “ Mining Rights ” includes mineral rights and the right to conduct Mining Operations on the Property and further includes the meanings and rights attributed to Mining Rights under the Mining Act;
(vii) “ Net Smelter Returns ” means the actual proceeds derived from any mint, mill, smelter, refinery or purchaser for the sale of ores, metals or concentrates produced from the Property and sold in accordance with the terms in Schedule “B”;
(viii) “ Owners ” means Gravel Ridge Resources Ltd. and 1544230 Ontario Inc.;
(ix) “ Property ” means all of the unpatented mining claims or other mineral tenure as more particularly described in Schedule “A” including all Mining Rights thereunder;

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(x) “ Production Royalty ” means the payments required to be paid pursuant to section 13;
(xi) “ Underlying Option Agreement ” means the purchase option agreement among the Optionor and the Owners dated October 21, 2022, pursuant to which the Optionor was granted the option to acquire a 100% interest in and to the Property; and
(xii) “ Underlying Royalty ” means the 1.5% Net Smelter Returns royalty owed by the Optionor to the Owners pursuant to the Underlying Option Agreement.
(b) Headings. The headings of this Agreement and the schedules are solely for convenience of reference and do not affect the interpretation of it or define, limit or construe the contents of any provision of this Agreement.
(c) Number and gender. Words importing the singular number shall include the plural and vice versa, words importing the neuter gender shall include the masculine and feminine genders, and words importing persons shall include firms and corporations and vice versa.
(d) Governing law. This Agreement and the rights and obligations and relations of the parties shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein (but without giving effect to any conflict of law rules). The parties agree that the courts of British Columbia shall have jurisdiction over any action or other legal proceedings based on any provisions of this Agreement. Each party attorns to the jurisdiction of the courts of the Province of British Columbia.
(e) Currency. All references to currency in this Agreement are references to Canadian currency.
(f) Further Assurances . Each party hereto agrees from time to time, subsequent to the date hereof, to execute and deliver or cause to be executed and delivered to the others of them such instruments or further assurances as may, in the reasonable opinion of either of them, be necessary or desirable to give effect to the provisions of this Agreement or as may be reasonably required for registering or recording changes in ownership interests in the Property.
(g) Schedules. The following are schedules attached and incorporated in this Agreement by reference and are deemed to be a part hereof:

Schedule “A” – Property

Schedule “B” – Net Smelter Returns

(h) References . Unless otherwise stated, a reference to a numbered or lettered paragraph refers to the paragraph bearing that number or letter in this Agreement. A reference to this Agreement or in this Agreement means this Agreement including the schedules, together with any amendments.

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(i) Amendment and Restatement of Original Agreement . The Original Agreement between the parties is hereby amended and restated and replaced and superseded in its entirety by this Agreement.
Optionor Representations and Warranties. The Optionor hereby represents and warrants to the Optionee on the date hereof that:
(a) It has the exclusive right to acquire a one hundred percent (100%) interest in the Property pursuant to the Underlying Option Agreement;
(b) the Property is in good standing, free and clear of all encumbrances;
(c) the Property has been duly and validly located and recorded pursuant to the applicable legislation of the Province of Ontario constituting valid and subsisting Mining Rights and that the Property is in good standing with respect to property or mineral tax requirements;
(d) the Optionor has the full and undisputed right to deal with the Property as provided for in this Agreement;
(e) the Property is not subject to any pending or threatened claims by any third party or any governmental agency;
(f) the claims comprising the Property are accurately described in Schedule “A”;
(g) other than under the Underlying Option Agreement, no person has any right, agreement, option, understanding, commitment or privilege capable of becoming an agreement to acquire or purchase the Property or any interest in or portion thereof and the Optionor has the exclusive right to receive 100% of the proceeds from the sale of Minerals removed from the Property, and no person is entitled to any royalty or other payment in the nature of rent or royalty on Minerals removed from the Property or is entitled to take Minerals from the Property in kind, other than mineral taxes payable to a governmental authority pursuant to applicable laws and the Production Royalty;
(g) during the period that the Owners have been the beneficial owner of the claims comprising the Property, the Property has been operated substantially in accordance with all applicable laws and Environmental Standards and there are no environmental conditions existing in the Property to which any material remedial action is required or any material liability has or may be imposed under applicable Environmental Standards;
(h) there has been no known spill, discharge, deposit, leak, emission or other release of any contaminant, pollutant, dangerous or toxic substance, or hazardous waste on, into, under or affecting the Property by the Owners or the Optionor and to the Optionors’ knowledge no such contaminant, pollutant, dangerous or toxic substance, or hazardous waste is stored in any type of container on, in or under the Property;
(i) the Owner and the Optionor have not received from any governmental authority any notice of or communication relating to any actual or alleged claims relating to a

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violation of Environmental Standards, 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;

(j) to the best of the Optionor’s knowledge, no reclamation, rehabilitation, restoration or abandonment obligations exist with respect to the Property; and
(k) t he Underlying Option Agreement is in good standing;

3. Grant of Option to Earn Interest

(a) The Optionor hereby grants to the Optionee the sole, exclusive, irrevocable and immediate right to acquire a one hundred percent (100%) interest in the Property from the Optionor (subject to the Production Royalty) by making the payments and share issuances described herein and by complying with the other terms and conditions of this Agreement.
(b) Upon the full amount of the cash payments and shares set forth in Section 4 having been paid and issued to the Optionor, the Optionor shall deliver to the Optionee a signed transfer in proper registerable form (“ Transfer ”) conveying all of the Optionors’ right, title and interest in the Property (other than the Production Royalty) to the Optionee. The Transfer shall be prepared by and at the expense of the Optionee.
(c) Upon execution of this Agreement, the Optionee may register this Agreement or notice of this Agreement against title to the Property.
Exercise of Option. In order to maintain the Option in good standing, the Optionee must, upon completion of normal and reasonable due diligence (and approval of any stock exchange on which any of the securities of the Optionee are listed, and any securities commission having jurisdiction over the Optionee, as applicable, such approvals hereinafter referred to as “ Regulatory Approval ”):

Cash Payments : make a total of four (4) cash payments to Mosam Ventures Inc. totalling $ 1,100,00.00 and 400,000 shares of the company in accordance with the following schedule:

(i) $ 25,000.00 cash payment and 400,000 shares upon the signing of the Original Agreement (the “ Initial Payment ”), which the parties acknowledge and agree has bee duly paid by the Optionee as of the Effective Date;
(ii) an additional $75,000.00 cash payment upon the company’s shares being listed for trading on a Canadian stock exchange (the “ Listing ”);
(iii) an additional $ 250,000.00 cash payment on the date that is 13 months following the date of Listing; and
(iv) an additional $ 750,000.00 cash payment on the on the 2 [nd] anniversary of the date of Listing (the “ Final Payment ”).

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For greater certainty, if any of the cash payments and share issuance as set out in this section 4 are not carried out on the dates as set out herein, including, without limitation, the payment of the Initial Payment to Mosam Ventures upon the signing of the Agreement, the Optionor will have the right to terminate the Agreement upon 15 days’ notice of such default (the “ Notice Period ”), provided that if the Optionee cures such default within the Notice Period, then the Agreement shall not be terminated and shall continue in full force and effect.

If the Listing does not occur within six (6) months following the Effective Date, the Optionor will have the right to terminate this Agreement upon giving notice to the Optionee.

4.5 Optionor Expenses . In addition to making those cash payments set out in Section 4, the Optionee shall reimburse the Optionor, up to a maximum amount of $150,000, for all bona fide out-of-pocket expenses incurred by the Optionor in connection with (i) the Optionor’s staking of the claims comprising the Property, and (ii) the exploration work on the Property reasonably necessary for the preparation of the NI 43-101-compliant technical report on the Property, including surface or underground prospecting, geological, geophysical and geochemical surveying, drilling, raising and other underground work, assaying and metallurgical testing, environmental studies, and the fees, wages, and travel expenses of persons engaged in such work (“ Expenses ”), provided that the Optionor first delivers to the Optionee copies of all invoices in respect of such Expenses so incurred.
Notice of Regulatory Approval. Upon the Optionee receiving Regulatory Approval of the terms of this Agreement, the Optionee shall forthwith provide written notice thereof to the Optionor.
Registration of Transfer. Upon the full amount of the cash payments and shares set forth in section 4 having been paid and issued to the Optionor, the Optionee shall be entitled, without further notice, to register the Transfer, vesting one hundred percent (100%) interest in the Property to the Optionee.
Termination of Option . Except for the Initial Grant and the Initial Payment, the Optionee does not, and will not at any time hereafter, have any obligation to incur any additional share issuances or cash payments pursuant to section 4 or to exercise the Option and nothing in this Agreement shall be construed as creating any such obligation. The Optionee may terminate this Agreement at any time by giving the Optionor thirty (30) days’ written notice. If this Agreement is terminated for any reason, the Optionor will retain all share issuances and cash payments that have been made to it under section 4, the Option and this Agreement will terminate and the Optionee will not retain interest in the Property.
Acceleration. The Optionee at its sole discretion may make any of the payments and issuance of shares described in section 4 on dates that are earlier in time from the dates specified in section 4.
Working Rights. During the currency of the Option, the Optionee shall have the sole and exclusive right to enter on and conduct the Mining Operations on the Property as the Optionee in its sole discretion may decide. The Optionee shall have quiet and exclusive possession of the Property from the date of this Agreement and thereafter while the Option remains in good standing, with full power and authority to the Optionee, its servants, agents, workers or

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contractors, to carry on Mining Operations in searching for Minerals in such manner as the Optionee in its discretion may determine, including the right to erect, bring and install on the Property all buildings, plant, machinery, equipment, tools, appliances or supplies as the Optionee shall deem necessary and proper and the right to remove therefrom reasonable quantities of rocks, ores and Minerals and to transport them for the purposes of sampling, metallurgical testing and assaying. All Mining Operations conducted by the Optionee shall be in accordance with good exploration, development and mining practice, and in compliance with all applicable legislation, including without limitation, the Mining Act, and health safety standards. The Optionee shall maintain adequate insurance coverage in respect of the Property at all times.

Indemnity . The Optionee shall indemnify and save the Optionor harmless from and against all losses, liabilities, claims, demands, damages, expenses, suits, injury or death in any way referable to Mining Operations conducted on the Property or any other actions of the Optionee made in connection with this Agreement, provided that, the Optionor shall not be indemnified for any loss, liability, claim, demand, damage, expense, injury or death resulting from the negligence or willful misconduct of the Optionor or their respective employees, agents or contractors.
Covenants of the Optionee.

During the term of this Agreement the Optionee shall:

(a) comply with all applicable laws, regulations, by-laws, rules, orders and ordinances whether federal, provincial or municipal, with respect to its Mining Operations hereunder, including discharging the duty to consult with or provide notice to all applicable Aboriginal communities;
(b) comply with the provisions of the Mining Act, including without limitation, any duty or requirement to consult with or provide notice to Aboriginal communities as set out in the Mining Act, particularly during the early exploration stage of the mining process and the requirements to submit to the MNDM an exploration plan and obtain from the MNDM an exploration permit prior to carrying out certain early exploration activities in respect of the Property;
(c) keep a detailed record of any and all efforts taken by the Optionee to notify and/or consult with Aboriginal communities, and to provide such records to the MNDM upon request;
(d) conduct all Mining Operations in accordance with Environmental Standards;
(e) conduct all Mining Operations and supervise the operation of all contractors and or sub-contractors in, on and under the Property in a careful manner and in accordance with good mining practice and in compliance with all applicable laws and, without limiting the generality of the foregoing, the Optionee shall on the completion of its work or at the end of the term of this Agreement leave the Property in a safe condition with any and all openings safeguarded in accordance with the provisions of all applicable legislation, regulations and other laws affecting them;

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(f) subject to the other provisions of this Agreement, the Optionee shall have complete discretion and control with respect to all Mining Operations carried out on the Property provided, however, that all Mining Operations on the Property shall be conducted in a manner which will cause the least damage and defacement practicable under the circumstances. All access roads shall be set out in consultation with the Optionors and both parties will make their best efforts to co-operate so as to enable the Optionee to conduct its operations in a reasonable manner while minimizing the damage and interference to the Property and to any timber resources thereon. Upon completion of its work or at the end of the term of this Agreement the Optionee shall restore and remediate the Property in accordance with good mining practices so as to minimize permanent damage or interference with the Property;
(g) pay or cause to be paid all workmen's wages and for all materials, supplies and services delivered to or performed on or in respect of the Property, so as to avoid any woodsman, builders, or construction liens from arising;
(h) pay all timber dues or other assessments or charges which may be levied or imposed under any statutory provision or otherwise arising, as a consequence of the harvesting of any timber resources from the Property;
(i) maintain the Property in good standing by doing all assessment work, recording all exploration and development work done on the Property in accordance with the requirements of the Mining Act, paying all exploration licenses fees and by doing all other acts and things that may be necessary in that regard until the termination or expiration of the Agreement or the abandonment of rights and options granted hereunder;
(j) abide by all directions of the relevant Minister or any other governmental authority having jurisdiction over its operations hereunder; and
(k) maintain adequate liability and other insurance and if requested by Optionor, to provide evidence of same.

12. Covenant of Optionor.

(a) For so long as this Agreement is in force, the Optionor shall maintain the Underlying Agreement in good standing, including without limitation, making all cash payments to the Owners as and when due thereunder, and the Optionor shall provide evidence of the same on request of the Optionee.
(b) Upon the Optionee making the Final Payment to the Optionor hereunder, the Optionor shall make all outstanding cash payments then owing to the Owners under the Underlying Option Agreement, if any, whether or not such payments are due thereunder.
(c) Upon all payments under the Underlying Option Agreement being paid to the Owners, the Optionor shall perform such acts and execute and deliver all such documents as are necessary to exercise the Optionor’s option under the Underlying Option

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Agreement and to transfer the 100% interest in and to the Property from the Owners to the Optionor or, if the Final Payment has been made by the Optionee hereunder, directly to the Optionee.

(d) The Optionor agrees to indemnify and hold harmless the Optionee, its officers, directors, employees, and agents (“ Indemnitees ”) from and against any and all claims, actions, damages, suits, liabilities, obligations, costs, fees, charges, and any other expenses whatsoever, including reasonable attorneys’ fees and costs, that may be asserted by the Owners against any Indemnitee in connection with a breach of the Underlying Option Agreement by the Optionor.
Net Smelter Returns - Production Royalties. Upon the exercise of the Option, the Optionee will grant the Production Royalty to the Optionor, which grant shall be on the terms in Schedule B. The Optionor will retain a 3 % Production Royalty. For the avoidance of doubt, the Optionor shall be solely responsible for the payment of the Underlying Royalty to the Owners, and the 3% Production Royalty contemplated in this Agreement shall be the sole royalty payable by the Optionee to any person in connection with the Property. The Optionor covenants and agrees to pay the Underlying Royalty to the Owners on the terms and conditions set out in the Underlying Option Agreement.
Abandonment. Subject to section 15, the Optionee may at any time, prior to exercise of the Option, abandon any one or more of the claims which comprise the Property, and such claims shall upon notice to the Optionor be deemed to be thereafter excluded from the Property. After the Option is exercised and the Property is transferred into the name of the Optionee, the Optionee shall, subject to section 15, have the unfettered right at any time to surrender all or any of the mineral claims comprising the Property (the “ Surrendered Property ”) by delivering a notice in writing of its intention to do so to the Optionor at least forty-five (45) days prior to the proposed surrender, such notice to list the proposed Surrendered Property.
Property in Good Standing. If the Optionee wishes to abandon any one or more of the claims which comprise the Property in accordance with section 14, the Optionee shall have performed sufficient assessment work on such claims, recorded all exploration and development work done on such claims in accordance with the requirements of the Mining Act, paid all necessary fees and done all other acts and things necessary to maintain such claims in good standing for a period of at least one (1) year after the date of abandonment.
Assignment. While this Agreement remains in effect either party may sell, assign, or otherwise transfer all or part of its rights and obligations under this Agreement and the Property including any interest in the Property (“ Assignment ”) to a purchaser, assignee or transferee (“ Assignee ”) that is not a party to this Agreement, then such Assignee shall enter into an Agreement with the other parties to this Agreement concurrent with such Assignment containing:
(a) a covenant of such Assignee to be bound by this Agreement to the same extent as if this Agreement had been originally executed by the assigning party and the Assignee as joint and several obligors making joint and several covenants;

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(b) a provision subjecting any further Assignment to the restrictions contained in this section 16;

and the assigning party shall thereupon be relieved from all obligations in respect of such part of its assigned interest which thereafter accrue under this Agreement.

Buildings and Equipment: In the event that the Optionee abandons the working right and option granted to it herein, all buildings, plant, equipment, machinery, tools, appliances and supplies which the Optionee may have brought onto the Property, either before or during the period of the working right and option, may be removed by the Optionee at any time not later than nine (9) months after the abandonment of the working right and option. Any buildings, plant, equipment, machinery, tools, appliances and supplies left on the Property during the nine (9) month period shall be at the Optionee’s sole risk and, if not removed after the nine (9) month period, shall become the Property of the Optionors. During the currency of the option, the Optionors shall not remove from the Property any of the Optionee’s buildings, plant, equipment, machinery, tools, appliances and/or supplies. Any environmental liabilities created by the optionee’s during the course of the agreement will be the responsibility of the optionee’s upon termination.
Information. If the Optionee abandons the Option, the Optionee shall, on request, provide to the Optionor with a copy of all non-interpreted reports, maps, plans, drill logs and surveys of all work pertaining to the Property provided that the Optionee does not warrant the accuracy of such reports, maps, plans, drill logs and surveys and shall not be liable for any inaccuracies contained in them. The Optionee agrees that the Optionor may disclose the details of this Agreement to their respective advisors and to governmental, regulatory or Aboriginal communities.
Press Releases. The Optionee shall review any press release that refers to this Agreement or the subject matter of this Agreement with the Optionors prior to its release by sending emails to:

Marc Levy: [email protected]

and for clarity, shall not issue any press release that refers to this Agreement or the subject matter of this Agreement, or the Optionor in general, without prior written approval of the Optionor. The Optionor will take all reasonable efforts to send comments that it may have regarding any press release received from the Optionee to the Optionee by email within forty eight (48) hours of receipt of such press release.

Notices . All payments and communications which may be or are required to be given by either party to the other shall (in the absence of any specific provision to the contrary) be in writing and delivered, faxed, emailed or sent by courier or prepaid registered mail to the parties, at their following respective addresses and fax numbers:

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Optionee: Bayridge Resources Corp. 6[th] Floor – 905 West Pender Street Vancouver, BC V6C 1L6 Attention: Charn Deol Email: [email protected]

Optionor: Mosam Ventures Inc , 208 – 5525 West Blvd., Vancouver, B.C., V6M 2L1 e-mail : [email protected]

And if any payment or communication is sent by courier or prepaid registered mail, it shall, be conclusively deemed to have been received on the third (3[rd] ) business day following the mailing of it and, if delivered, emailed or telecopied, it shall be conclusively deemed to have been received at the time of delivery or transmission. Notwithstanding the foregoing provisions with respect to mailing, in the event that it may be reasonably anticipated that, due to any strike, lock-out or similar event involving an interruption in postal service, any payment or communication will not be received by the addressee by no later than the third business day following the mailing of it, then the mailing of any payment or communication must then be sent by an alternative means of transportation which it may reasonably be anticipated will cause the payment or communication to be received reasonably expeditiously by the addressee. Either party may from time to time change its address by notice to the other in accordance with this paragraph.

Further Assurances and Covenants. Each party shall execute such deeds, documents and give such other further assurances as are necessary or appropriate in connection with the performance of its obligations under this Agreement and to facilitate the acquisition of any and all necessary regulatory approvals.
Time of the Essence . Time shall be the essence in the performance of this Agreement.
Benefit of Successors . This Agreement shall enure to the benefit of and be binding on the parties and their respective heirs, executors, administrators, successors and assigns.

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JN WITNESS WHEREOF the parties have signed and sealed this Agreement,

Optionee.: Optionor: SHOCK ENERGY METALS CORP. Mosam Ventures fo�. 208 -5525 West Blvd.t Vancouver, B.C., V6M 2Ll

/s/ Gurcharn Deol /s/ Marc Levy Signature Signature Gurcharn Deol, CEO Marc Levy Print Name Print Name 07/18/2023 07/20/2023 Date Date

SCHEDULE “A”

Property

Claim#	Type	Status	Issue Date	Anniversary Date	Owner Client#	Area /# of Cells	Due Date
752006	Claim	Active	2022-10- 15	2024-10-15	(10002746) Gravel Ridge Resources Ltd.	21	2024-10- 15
752008	Claim	Active	2022-10- 15	2024-10-15	(10002746) Gravel Ridge Resources Ltd.	14	2024-10- 15
752009	Claim	Active	2022-10- 15	2024-10-15	(10002746) Gravel Ridge Resources Ltd.	23	2024-10- 15
752001	Claim	Active	2022-10- 15	2024-10-15	(129617) PERRY ENGLISH	24	2024-10- 15
752002	Claim	Active	2022-10- 15	2024-10-15	(129617) PERRY ENGLISH	24	2024-10- 15
752004	Claim	Active	2022-10- 15	2024-10-15	(129617) PERRY ENGLISH	10	2024-10- 15
752003	Claim	Active	2022-10- 15	2024-10-15	(10000100) Michael Kilbourne	24	2024-10- 15
752005	Claim	Active	2022-10- 15	2024-10-15	(10000100) Michael Kilbourne	24	2024-10- 15
752007	Claim	Active	2022-10- 15	2024-10-15	(10000100) Michael Kilbourne	10	2024-10- 15
754663	Claim	Active	2022-11- 06	2024-11-06	(10000100) Michael Kilbourne		2024-11- 06
754664	Claim	Active	2022-11- 06	2024-11-06	(10000100) Michael Kilbourne		2024-11- 06
754665	Claim	Active	2022-11- 06	2024-11-06	(10000100) Michael Kilbourne		2024-11- 06

217

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SCHEDULE “B”

NET SMELTER RETURNS:

Upon commencing production of any Minerals from the Property, the Optionee will pay the Optionors a royalty on production (the “ Production Royalty ”) equal to 3% of Net Smelter Returns as defined below. “Net Smelter Returns” (“NSR”) shall mean all proceeds, received or deemed received from any mint, smelter, refinery, reduction works or other purchaser from the sale of ores, metals, concentrates or other mineral products produced or deemed to be produced from the Property after deducting from such proceeds to the extent that they are actually incurred and were not deducted by the purchaser in computing payment: sampling and assaying; treatment, smelting and refining charges; penalties; costs of transportation of ores, metals, concentrates or other mineral products from the Property to any mint, smelter refinery, reduction works or other purchaser; insurance on such ores, metals, concentrates or other mineral products.
The amount of NSR shall be calculated as follows:
(a) For gold produced from the Property, the NSR shall be calculated by determining, without duplication, the number of ounces of fine gold delivered to or to the order of the Optionee, purchased by, or out turned to the Optionee pool account or accounts by, any mint or refinery and the number of ounces of gold otherwise sold to any purchase during any calendar quarter and multiplying such number of ounces by the average of the daily London Bullion Brokers PM Gold Fixing during such quarter, less the deductions specified in paragraph 1, as applicable.
(b) For silver produced from the Property the NSR shall be calculated by determining, without duplication, the number of ounces of silver delivered to or to the order of the Optionee, purchased by, or out turned to the Optionee pool account or accounts by, any mint or refinery and the number of ounces of silver otherwise sold to any purchaser during any calendar quarter and multiplying such number of ounces by the average of the daily Handy & Harmon Noon Silver Quotation during such quarter, less the deductions specified in paragraph 1, as applicable.
(c) For minerals other than gold and silver produced from the Property the NSR shall be calculated based on the amounts actually received during any calendar quarter from the sale of ores, metals, concentrates or other mineral products, less the deductions specified in paragraph 1, as applicable.
(d) The amount of the NSR calculated in respect of any calendar quarter shall be paid by the Optionee to the Optionor within sixty (60) days of the end of the quarter. Payments shall be made in Canadian dollars and amounts calculated in U.S. dollars shall be converted into Canadian dollars at the exchange rate prevailing on the last business day of the calendar quarter in respect of which the NSR are payable. Payments of NSR shall be accompanied by detailed calculations and supporting documentation showing the amounts payable.

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(e) For the purposes of subparagraph (a) and (b) above, the average price of gold or silver for any calendar quarter shall be determined by dividing the sum of all daily prices posted during the quarter that the prices were posted. The posted price shall be obtained from The Wall Street Journal, Reuters, E & MJ or another reliable source.
Payments of NSR for a calendar year shall be subject to adjustment within three (3) months after the end of the calendar year based on an audit. The year end calculation of NSR shall be audited by a national firm of chartered accountants designated by the Optionee or its assignee(s) (which may be the auditor of the Optionee or its assignee(s)); and
(a) copies of the audited reports shall be delivered to the Optionee or its assignee(s) and the Optionors by the chartered accounting firm; and
(b) either party shall have three (3) months after receipt of any audited report to object thereto in writing to the other party, and failing such objection, such report shall be deemed correct; and
(c) in the event of a re-audit, all costs relating to such re-audit shall be paid by the Optionee or its assignee(s) unless the Optionor required the re-audit and the original audit is found to be accurate within 5%, in which case such costs shall be paid by the Optionor.
Payments of NSR shall, unless otherwise instructed in writing by the Optionor, be distributed to Mosam Ventures Inc.

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AI assistant

Bayridge Resources Corp. Capital/Financing Update 2023

48472_rns_2023-08-02_83a09e7e-269a-4b9d-bd6a-4c7ccefb913d.pdf

AMENDED AND RESTATED PURCHASE OPTION AGREEMENT SHARPE LAKE

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