BluEnergies Ltd. — Board/Management Information 2022

Feb 26, 2022

MANAGEMENT SERVICES AGREEMENT

THIS AGREEMENT is entered into and made effective this 1st day of January 2021.

BETWEEN:

Acme Gold Company Limited of c/o Lotz and Company #1170 – 1040 West Georgia St Vancouver, BC V6E 4H1 (hereinafter referred to as the "Company")

OF THE FIRST PART

AND: Donald Crossley of 992 East 13[th] Ave Vancouver, BC V5T 2L6

(hereinafter referred to as the "Consultant")

OF THE SECOND PART

WHEREAS:

A. In order to achieve its corporate and business objectives, the Company desires to retain an experienced and knowledgeable consultant who will be principally responsible for providing management advice to the Company's board of directors;

B. The Consultant is experienced and knowledgeable in the business and management of public entities;

C. The Company wishes to retain the Consultant to provide management services to the Company.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration and mutual covenants herein contained the parties hereto agree as follows:

1. MANAGEMENT SERVICES

1.1 The Company hereby engages the Consultant to provide the Company with management services and the Consultant hereby accepts such engagement, all pursuant to the terms and conditions of this Agreement.

1.2 Subject to the provisions of this Agreement and the ultimate direction and control of the Company, as expressed through its board of directors or any officer that the Company's board of directors may delegate such responsibility to, the Consultant shall perform and is hereby authorized to provide the Company's board of directors with management services and in particular, to provide general administrative and financial services as well as strategic advice in respect of mergers, acquisitions, business combinations all of which duties are designed to maintain the affairs of the Company in good standing, while promoting the growth and business of the Company.

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2. COMPENSATION TO THE CONSULTANT

2.1 In consideration for the services to be provided by the Consultant, the Company agrees to pay the Consultant an aggregate quarterly cash payment, not in advance, in the amount of $4,500.00 per 3-month period plus applicable G.S.T.

2.2 The Consultant will be responsible for payment of all of his own expenses and costs, including the engagement of any support or office personnel, incurred in carrying out his mandate, with the exception of those expenses stated in this Agreement that are the responsibility of the Company or unless, in advance of incurring such expenses and costs, the Company agrees to be responsible for payment thereof.

2.3 The Company agrees to reimburse the Consultant for the following expenses, forthwith upon presentation of an invoice therefor: long distance telephone costs, entertainment expenses, air fare, and any costs relating to the distribution of Company information, news releases and any other reasonable expenses incurred on behalf of the Company.

3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

3.1 The Company represents and warrants as follows, effective as of the date hereof and at all times throughout the duration of this Agreement:

• (a) the Company is duly incorporated, organized and validly exists as a corporation in good standing under the laws of British Columbia and has the full corporate power and capacity to conduct its business and to enter into and perform all of its obligations under this Agreement;

• (b) this Agreement has been duly authorized by all necessary corporate action and constitutes a valid and binding obligation of the Company, enforceable against it in accordance with its terms;

• (c) all information provided and to be provided to the Consultant by the Company is and will be complete and accurate in all material respects and does not and will not omit to state any material fact necessary so that the statements made, in light of the circumstances under which they are made, are not or will not be misleading;

• (d) there are no actions, proceedings, suits or investigations pending or threatened against or involving the Company or any of its affiliates, including, without limitation, actions, proceedings, suits or investigations by any United States or Canadian, federal, provincial, state, self-regulatory organization, or other securities authority, relating in any way to the offering, sale, issuance or trading of any securities of the Company or any affiliate.

3.2 The Company agrees to defend, indemnify and hold harmless the Consultant from any and all loss, liability, damage, claims, demands and expenses, (including without limitation, attorney's fees) suffered or incurred by the Consultant arising in any way as a result of entering into this Agreement or arising out of the performance of his obligations under this Agreement or resulting from any actual or alleged violation of the registration provisions of federal, provincial or state securities laws by or on behalf of the Company or any affiliate of the Company, or from any actual or alleged untrue statement of material fact or material omission and any information disseminated by the Company or any affiliate of the Company.

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4. RESPONSIBILITY OF THE CONSULTANT

4.1 The Consultant's sole responsibility hereunder shall be to use his best efforts to perform the duties set forth herein, to the extent consistent with applicable law.

4.2 The Consultant is aware and acknowledges that all of his activities shall be conducted in compliance with applicable securities legislation and the rules and by-laws of the applicable securities exchanges under whose jurisdictions his activities may fall.

5. TERM

5.1 This Agreement will become effective from January 1, 2021 and shall continue until December 31, 2021, at which time it is agreed that it will be automatically renewed on the same terms and conditions for a further one-year period unless either party has advised the other party in writing at least ninety (90) days prior to the expiry date that this Agreement is not to be renewed.

5.2 It is an event of default ("Event of Default") if a party (the "Defaulting Party") (the other party being the "Non-Defaulting Party"):

• (a) commits a breach of any representation, warranty or covenant on the part of the Defaulting Party where such breach continues for 10 days after the Non-Defaulting Party has demanded that such breach be cured;

• (b) becomes bankrupt, commits an act of bankruptcy, files for any form of bankruptcy or creditor protection, is adjudicated bankrupt, makes a proposal to his creditors, has a receiver or a receiver-manager of his assets appointed, or otherwise seeks any form of bankruptcy or creditor protection;

• (c) assigns or attempts to assign any of the rights or obligations granted hereunder without first obtaining the written consent of the other party;

• (d) fails to take reasonable action to prevent or defend any action or proceeding in relation to the seizure, execution or attachment of any of such Defaulting Party's assets.

• 5.3 Prior to the expiration of its term, this Agreement may be terminated:

  • (a) by the Non-Defaulting Party at any time upon the occurrence of an Event of Default upon written notice to the Defaulting Party setting forth:

    • (i) the Event of Default; and

    • (ii) the effective date of termination; or

  • (b) by either party upon 90 day's written notice to the other setting forth the effective date of such termination.

• 5.4 If this Agreement is terminated pursuant to Section 5.1 or pursuant to either subsection 5.3(a), where the Consultant is the Defaulting Party and the Company is the Non-Defaulting Party, or subsection 5.3(b), where the Consultant is the notifying party, the Company shall forthwith pay to the Consultant all costs and expenses payable by the Company to the Consultant hereunder, to be paid forthwith upon presentation of invoices for the same.

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5.5 If this Agreement is terminated pursuant to subsection 5.3(a), where the Company is the Defaulting Party and the Consultant is the Non-Defaulting Party, or pursuant to subsection 5.3(b), where the Company is the notifying party, the Company shall forthwith pay to the Consultant:

• (a) the amounts set forth in subsections 5.4, plus

• (b) an amount equal to the balance of the compensation otherwise payable to the Consultant pursuant to subsection 2.1(a) for the balance of the term of this Agreement or if this Agreement were extended for a further term, to the balance of such extended term, provided however that the Consultant shall be obligated to mitigate his damages and should the Consultant obtain alternate sources of income, such income shall be taken into account when computing the damages to which the Consultant is entitled as aforesaid.

All amounts payable by the Company to the Consultant pursuant to the terms hereof for termination of this Agreement are a genuine pre-estimate by the parties of the liquidated damages that the Consultant would suffer as a result of such termination.

5.6 If this Agreement is terminated pursuant to subsection 5.3(b), where the Consultant is the notifying party no amount is payable by the Consultant to the Company for termination of the Agreement.

6. SEVERABILITY

6.1 The Company and the Consultant hereby expressly agree that it is not the intention of either party to violate any public policy, statutory or common law, and that if any sentence, paragraph, clause, or combination of the same is in violation of the law of any jurisdiction where applicable, such sentence, paragraph, clause or combination of the same alone shall be void in the jurisdiction where it is unlawful, and the remainder of such paragraph and this Agreement shall remain binding upon the parties hereto. The parties further acknowledge that it is their intention that the provisions of this Agreement be binding only to the extent that they may be lawful under existing applicable laws, and in the event that any provision of this Agreement is determined by a court of law to be overly broad or unenforceable, the valid provisions shall remain in full force and effect.

7. EXCLUSIVITY

7.1 The Company acknowledges that the covenants set forth in this Agreement will not in any way preclude the Consultant from engaging in a lawful profession, trade or business of any kind or from becoming gainfully employed or retained, and furthermore, that during the term of this Agreement, the Company agrees that the Consultant is not bound exclusively to the Company and may provide similar services to other public or private companies of the Consultant's choice.

8. INDEMNITY

8.1 The Consultant shall indemnify the Company and save it harmless from and against any and all claims, actions, damages, liabilities and expenses arising out of an Event of Default by the Consultant under this Agreement that gives rise to damages to the Company or in connection with the Consultant's activities and non-activities hereunder.

9. MISCELLANEOUS

9.1 This Agreement shall be construed and enforced in accordance with the laws of the Province of British Columbia. The parties hereto irrevocably consent to the exclusive jurisdiction of the courts of the

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Province of British Columbia and hereby agree that any disputes or claims arising hereunder may be brought before, and adjudicated by, the courts of the Province of British Columbia, all objections to such venue in such court being irrevocably waived hereby.

9.2 Any reference herein to an "affiliate" of a person or company shall include any majority owned subsidiary of such person or company, or any other person or company who controls, is controlled by, or is under common control with, in each case directly or indirectly, such person or company.

9.3 If an action is instituted in any court relative to the collection or refund of any fee due to the Consultant and, provided that the Consultant shall prevail in any such action, the Company promises to pay all the Consultant's costs, expenses, and fees in said action or appeal, including without limitation, reasonable attorneys’ fees.

9.4 Notice may be given to either party by sending it through the post in prepaid mail or delivered to the party for whom it is intended, at the principal address of such party provided herein or at such other address as may be given in writing by such party to the other, and any notice if posted shall be deemed to have been given at the expiration of three business days after posting and if delivered, on delivery.

9.5 This Agreement represents the entire agreement of the parties hereto with respect to the subject matter hereof and may not be modified, nor may any provisions hereof by waived, except in writing, duly executed by each party potentially adversely affected by any modification, and by each party waiving any rights hereunder.

9.6 This Agreement may be subject to securities regulatory approval by the Canadian Stock Exchange, the B.C. Securities Commission, and other provincial securities regulators or stock exchanges. The Company and the Consultant agree to make reasonable modifications to this agreement if required by securities regulators for the Company to achieve a listing on a Canadian stock exchange.

IN WITNESS WHEREOF , the undersigned have executed this Agreement as of the day and year first above written.

Acme Gold Company Limited

" Mark Lotz "

Director (Authorized Signatory)

Donald Crossley

" Donald Crossley " Donald Crossley

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