Castlebar Capital Corp. — Capital/Financing Update 2021

Jan 22, 2021

SALE, ASSIGNMENT, ASSUMPTION AND AMENDING AGREEMENT

THIS AGREEMENT dated as of the 22nd day of January, 2021

AMONG:

1162832 B.C. LTD., of [address redacted] Email: \_agentdaveg@hotmail.com

("1162832" or the "Assignor")

AND:

CASTLEBAR CAPITAL CORP., of #600 -1090 West Georgia Street, Vancouver, BC V6E 3V7 Email: rm@caymus.ca

("Castlebar", the "Assignee" or the "Optionee")

AND:

CHRISTOPHER R. PAUL, of [address redacted] Email: cpaul@ridgelineexploration.com

("Paul")

AND:

MICHAEL A. BLADY, of [address redacted] Email: mikeblady@gmail.com

("Blady", and collectively with Paul the "Optionor")

WHEREAS:

• A. 1162832, as optionee, is party to a letter agreement dated January 10, 2019, as amended September 10, 2020 (the "Option Agreement"), with the Optionor, pursuant to which 1162832 has the option (the "Option") to earn a 100% interest (subject to a 3% net smelter returns royalty contained in the Option Agreement) in the Southern Spectrum mineral property located in the Lillooet Mining Division, British Columbia, as more particularly described in Appendix I attached hereto (the "Property");
• B. The parties have agreed to amend the terms and conditions of the Option Agreement as of the Closing Date, with the resulting agreement to be the "Amended Option Agreement", in the form attached as Appendix II attached hereto;
• C. 1162832 has agreed to sell, transfer and assign to Castlebar all of 1162832's right, title, interest and obligations in, to and under the Option Agreement, Castlebar has agreed to accept the Assignment, and the Optionor consents to such Assignment.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in consideration of the premises and of the respective covenants and agreements of the parties hereto hereinafter set forth, and other good and valuable consideration (the receipt and sufficiency of which each party acknowledges), the parties hereto covenant and agree with one another as follows:

1. AMENDED OPTION AGREEMENT

1.1 The parties hereto confirm, acknowledge and agree that, as of the Closing Date, the terms and conditions of the Amended Option Agreement shall be as set forth in Appendix II attached hereto and Castlebar will be the "Optionee" thereunder.

2. ASSIGNMENT AND ASSUMPTION

• 2.1 Subject to the Closing (defined hereinafter) and effective as of the Closing Date (defined hereinafter), the Assignor hereby sells, transfers, assigns, conveys and sets over unto the Assignee all of the Assignor's right, title, benefit, interest and obligations in, to and under the Option Agreement to have and to hold the same unto the Assignee for its sole use and benefit absolutely.
• 2.2 Subject to the Closing and effective as of the Closing Date, the Assignee hereby:
  • (a) accepts the Assignment herein provided and covenants and agrees with the Assignor that it shall assume, in place of the Assignor, and be bound by, observe and perform all of the covenants, obligations and liabilities accruing on the part of the Assignor relating to the Option Agreement to the same extent and with the same force and effect as though the Assignee had been named a party to the Option Agreement in the place and stead of the Assignor; and
  • (b) shall and does indemnify and save the Assignor harmless from and against all losses, liabilities, claims, demands, damages, expenses or suits in any way arising from the Option Agreement.
• 2.3 Subject to the Closing and effective as of the Closing Date, the Optionor hereby consents to the Assignment herein provided.

3. CONSIDERATION FOR ASSIGNMENT

• 3.1 In consideration of the Assignment:
  • (a) Castlebar has made a $10,000 payment to 1162832 as non-refundable deposit;
  • (b) Castlebar shall issue 500,000 common shares of Castlebar (each, a "Share") to 1162832 on the Closing Date; and
  • (c) Castlebar shall issue an additional 1,000,000 Shares to 1162832 on the date which is six months following the Closing Date.

4. CONDITIONS TO ASSIGNMENT

• 4.1 This Agreement and the Assignment shall be subject to the following conditions:
  • (a) the approval of the TSX Venture Exchange (the "TSXV") of the transactions contemplated by this Agreement as the Assignee's qualifying transaction under TSXV policies (the "Exchange Approval"). Following the execution of this Agreement, the Assignee shall apply to the TSXV for the Exchange Approval and, on request, shall forward to the Assignor and to the Optionor a

copy of its submission. Promptly upon receipt of the Exchange Approval, the Assignee shall forward a copy of the same to the Assignor and to the Optionor; and

• (b) Castlebar shall complete an equity financing (the "Private Placement") having gross proceeds of no less than $500,000.
• 4.2 In connection with the Assignee seeking Exchange Approval, the Assignor shall furnish to the Assignee all such information regarding itself and the Property as may be reasonably required by the Assignee in the preparation of a TSXV filing statement, including all schedules, appendices and exhibits thereto, to be prepared and filed in accordance with the rules, policies and forms of the TSXV (the "Filing Statement") in order to apply for and receive the Exchange Approval. The Assignor shall ensure that no such information will include any untrue statement of a material fact or omit to state a material fact required to be stated in the Filing Statement in order to make any information so furnished or any information concerning it not misleading in light of the circumstances in which it is disclosed and shall constitute full, true and plain disclosure of such information concerning itself and the Property.

5. CLOSING AND POST-CLOSING ARRANGEMENTS

• 5.1 Subject to the satisfaction or waiver of the conditions precedent set out in Section 4, unless the parties agree otherwise, the completion of the Assignment (the "Closing") will occur on the seventh business day in the City of Vancouver, British Columbia (each, a "Business Day") following the Assignee's receipt of the Exchange Approval (the "Closing Date") at 10:00 a.m. at #600 – 1090 West Georgia Street, Vancouver, British Columbia, or by delivery of electronic closing documents.

• 5.2 At the Closing, the Assignor shall deliver or cause to be delivered to the Assignee the following:

  • (a) a certificate of the Assignor, dated the Closing Date, and signed on behalf of the Assignor, but without personal liability, by an officer or director of the Assignor, certifying that: (i) the Assignor has complied with all covenants and satisfied all terms and conditions hereof, in each case in all material respects, to be complied with and satisfied by the Assignor at or prior to the Closing Date; and (ii) the representations and warranties of the Assignor contained herein, taken as a whole, are true and correct in all material respects as of the Closing Date with the same force and effect as if made at and as of the Closing Date; and
  • (b) all such other assurances, consents, agreements, documents and instruments as may be reasonably required by the Assignee to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to the Assignee, acting reasonably.

• 5.3 At the Closing, the Assignee shall deliver or cause to be delivered to the Assignor the following:

  • (a) a certificate of the Assignee, dated the Closing Date, and signed on behalf of the Assignee, but without personal liability, by an officer or director of the Assignee, certifying that: (i) the Assignee has complied with all covenants and satisfied all terms and conditions hereof, in each case in all material respects, to be complied with and satisfied by the Assignee at or prior to the Closing Date; and (ii) the representations and warranties of the Assignee contained herein, taken as a whole, are true and correct in all material respects as of the Closing Date with the same force and effect as if made at and as of the Closing Date;
  • (b) a certificate or DRS statement, at the Assignor's option, duly registered in the name of the Assignor, or as directed by the Assignor, representing 500,000 Shares; and

• (c) all such other assurances, consents, agreements, documents and instruments as may be reasonably required by the Assignor to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to the Assignor, acting reasonably.

• 5.4 At the Closing, the Assignee shall deliver or cause to be delivered to the Optionor the following:

  • (a) a cash payment of $20,000, representing the cash payment payable on the Closing Date under the Amended Option Agreement; and
  • (b) certificate(s) or DRS statement(s), at the Optionor's option, duly registered in the name(s) of Paul and Blady, or as directed by them, representing an aggregate of 500,000 Shares, representing the Shares issuable on the Closing Date under the Amended Option Agreement.

• 5.5 On the date which is six months following the Closing Date, the Assignee shall deliver or cause to be delivered to the Assignor a certificate or DRS statement, at the Assignor's option, duly registered in the name of the Assignor, or as directed by the Assignor, representing an additional 1,000,000 Shares.

6. REPRESENTATIONS AND WARRANTIES OF THE ASSIGNOR

• 6.1 The Assignor represents and warrants to the Assignee, and acknowledges that the Assignee is relying on such representations and warranties in entering into this Agreement and completing the Assignment contemplated hereby, that:
  • (a) the Assignor is a company incorporated, organized and subsisting under the laws of the jurisdiction of its incorporation and is qualified to carry on business in the jurisdiction in which it is formed;
  • (b) there are no current or pending proceedings or any proceedings threatened by notice in writing received by the Assignor or which is, to the knowledge of the Assignor, otherwise threatened by or against the Assignor relating to the Option, the Property or the Option Agreement and the Assignor is not aware of any basis for such proceedings;
  • (c) the interest in the Option Agreement to be sold, assigned, transferred and conveyed to the Assignee hereunder shall be sold, assigned, transferred and conveyed by the Assignor, free and clear of all encumbrances, other than the NSR Royalty, as such term is defined and described in the Option Agreement;
  • (d) the Option Agreement has been duly executed and delivered by the Assignor and neither the Assignor nor, to the best of its knowledge, the Optionor is in default of any of the provisions of the Option Agreement;
  • (e) no arbitration proceedings or other judicial proceedings have been commenced by the Assignor or the Optionor with respect to the Option or the Option Agreement;
  • (f) the copy of the Option Agreement provided by the Assignor to the Assignee is a true, complete and accurate copy, unamended as of the date hereof;
  • (g) other than pursuant to the Option Agreement and as disclosed by the Assignor to the Assignee, the Assignor has not carried-out any prospecting, exploration, development or other mining work on the Property for which any governmental authorization is required;
  • (h) no person other than the Assignee has any oral or written agreement, option, right, privilege or any other right capable of becoming any of the same (whether legal, equitable, contractual or

otherwise) for the purchase of any of the Assignor's rights and benefits under the Option or the Option Agreement and there are no agreements to which the Assignor is a party or by which it is bound that would reasonably be expected to have a material adverse effect on the rights of the Assignor (or its assignees) under the Option or the Option Agreement, nor has the Assignor previously assigned the Option Agreement or the Option;

• (i) the Assignor has its principal office in British Columbia which address is the Assignor's place of business and such address was not obtained or used solely for the purpose of acquiring the Shares pursuant to this Agreement;

• (j) the Assignor will be acquiring the Shares to be issued to it under this Agreement as principal for its own account, and no other person will have a beneficial interest in such Shares;

• (k) all necessary corporate approvals on the part of the Assignor have been obtained and are in effect with respect to the Assignment contemplated hereby, and no further corporate action on the part of the Assignor is necessary to make this Agreement valid and binding on it;

• (l) this Agreement has been duly executed and delivered by the Assignor;

• (m) neither the execution and delivery of this Agreement or any of the agreements referred to herein or contemplated hereby, nor the consummation of the Assignment contemplated hereby, by the Assignor in accordance with this Agreement, will violate or result in the breach of the applicable laws of any jurisdiction applicable or pertaining thereto or of any of its constating documents;

• (n) other than Exchange Approval, there are no regulatory approvals or consents which are required in connection with performance by the Assignor under this Agreement which have not been obtained;

• (o) the Assignor has not: (i) proposed a compromise or arrangement to its creditors generally; (ii) taken any proceeding with respect to such a compromise or arrangement; (iii) taken any proceeding to have itself declared bankrupt or wound-up; or (iv) taken any proceeding to have a receiver appointed in respect of any part of its assets, and, at present, no encumbrancer or receiver has taken possession of any of its property and no execution or distress is enforceable or levied upon any of its property and no petition for a receiving order in bankruptcy is filed against it;

• (p) there are no judgments, orders, decrees, decisions, injunctions, awards or rulings outstanding against the Assignor which affects its ability to enter into this Agreement or the ability of the Assignor to fulfill its obligations hereunder; and

• (q) the Assignor has advised the Assignee of all of the material information relating to the Option Agreement, the Option and the Property of which the Assignor has knowledge and the Assignor is not entering into this Agreement as a result of material information not previously disclosed to the Assignee.

• 6.2 The Assignee represents and warrants to the Assignor and to the Optionor, and acknowledges that they are relying on such representations and warranties in entering into this Agreement and completing the transactions contemplated hereby, that:

  • (a) the Assignee is a company duly incorporated, organized and validly subsisting in good standing under the laws of its incorporating jurisdiction and is qualified to carry on business in the jurisdiction in which it is incorporated;

• (b) all necessary corporate approvals on the part of the Assignee have been obtained and are in effect with respect to the Assignment contemplated hereby, and no further corporate action on the part of the Assignee is necessary to make this Agreement valid and binding on it;

• (c) this Agreement has been duly executed and delivered by the Assignee;

• (d) neither the execution and delivery of this Agreement or any of the agreements referred to herein or contemplated hereby, nor the consummation of the Assignment contemplated hereby, by the Assignee in accordance with this Agreement, will violate or result in the breach of the applicable laws of any jurisdiction applicable or pertaining thereto or of any of its constating documents;

• (e) other than Exchange Approval, there are no regulatory approvals or consents which are required in connection with the performance by Assignee of its obligations under this Agreement which have not been obtained;

• (f) the Assignee has not: (i) proposed a compromise or arrangement to its creditors generally; (ii) taken any proceeding with respect to such a compromise or arrangement; (iii) taken any proceeding to have itself declared bankrupt or wound-up; or (iv) taken any proceeding to have a receiver appointed in respect of any part of its assets, and, at present, no encumbrancer or receiver has taken possession of any of its property and no execution or distress is enforceable or levied upon any of its property and no petition for a receiving order in bankruptcy is filed against it; and

• (g) there are no judgments, orders, decrees, decisions, injunctions, awards or rulings outstanding against the Assignee which affects its ability to enter into this Agreement or the ability of the Assignee to fulfill its obligations hereunder.

• 6.3 Each of Paul and Blady represents and warrants to the Assignee, severally but not jointly, and acknowledges that the Assignee is relying on such representations and warranties in entering into this Agreement and completing the transactions contemplated hereby, that:

  • (a) this Agreement has been duly executed and delivered by him;
  • (b) neither the execution and delivery of this Agreement or any of the agreements referred to herein or contemplated hereby, nor the consummation of the Assignment contemplated hereby, by him in accordance with this Agreement, will violate or result in the breach of the applicable laws of any jurisdiction applicable or pertaining thereto;
  • (c) other than Exchange Approval, there are no regulatory approvals or consents which are required in connection with the performance by him of his obligations under this Agreement which have not been obtained;
  • (d) he has not: (i) proposed a compromise or arrangement to his creditors generally; (ii) taken any proceeding with respect to such a compromise or arrangement; (iii) taken any proceeding to have himself declared bankrupt; or (iv) taken any proceeding to have a receiver appointed in respect of any part of his assets, and, at present, no encumbrancer or receiver has taken possession of any of his property and no execution or distress is enforceable or levied upon any of his property and no petition for a receiving order in bankruptcy is filed against him; and
  • (e) there are no judgments, orders, decrees, decisions, injunctions, awards or rulings outstanding against him which affects his ability to enter into this Agreement or the ability of him to fulfill his obligations hereunder.

• 6.4 Each of the Assignor, Paul and Blady acknowledges that:

• (a) it or he has not received or been provided with a prospectus, registration statement or offering memorandum within the meaning of applicable securities laws, or any sales or advertising literature in connection with the transactions contemplated by this Agreement or the Amended Option Agreement, including in particular the issuance of the Shares pursuant to this Agreement or the Amended Option Agreement;

• (b) any issuance of the Shares pursuant to this Agreement will be conditional upon such issuance being exempt from the requirements to file and obtain a receipt for a prospectus or registration statement or to deliver an offering memorandum under applicable securities laws, and no prospectus or registration statement has been or will be filed by the Assignee or any other party with any securities commission or similar regulatory authority under applicable securities laws connection with any issuance of Shares by the Assignee pursuant to this Agreement or the Amended Option Agreement. As a result of acquiring such Shares pursuant to such exemptions:

  • (i) it or he may be restricted from using some of the protections, rights and remedies otherwise available under applicable securities laws, including statutory rights of rescission or damages in the event of a misrepresentation;
  • (ii) it or he may not receive information that would otherwise be required to be provided to it or him under applicable securities laws; and
  • (iii) the Assignee is relieved from certain obligations that would otherwise apply under applicable securities laws;

• (c) if necessary or advisable, its or his name and other specified information, including the number of Shares to be issued, may be disclosed to (i) Canadian securities regulatory authorities (including the applicable stock exchanges) and may become available to the public in accordance with the requirements of applicable laws and (ii) other authorities pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), and it or he consents to the disclosure of that information; and

• (d) the certificates or DRS statements representing any Shares will bear such legends, if any, as required by applicable securities laws or the TSXV.

7. NOTICE

7.1 Any notice, election, proposal, objection or other document required or permitted to be given hereunder (each, a "Notice") will be in writing addressed to the relevant party or parties at the addresses provided in the recitals to this Agreement.

All Notices will be given by personal delivery or electronic transmission (whether by e-mail or otherwise), return receipt requested. All Notices will be effective and will be deemed delivered as follows:

• (a) if by personal delivery, on the date of delivery if delivered during normal business hours on a business day, and, if not, then on the next Business Day following delivery; and
• (b) if by electronic communication, on the next Business Day following receipt of the electronic communication.

Any party may at any time change its address for future Notices hereunder by Notice in accordance with this Section.

8. CONFIDENTIALITY

• 8.1 A party (or its affiliates) proposing:
  • (a) a press release; or
  • (b) other written public disclosure, to the extent that such public disclosure contains material information not previously publicly disclosed,

relating to the terms of this Agreement, shall provide a copy to each of the other parties for its information and comments using its commercially reasonable efforts to ensure it is provided at least two Business Days prior to release. Any comments that the receiving party may make shall not be considered certification by the other party of the accuracy of the information in such release, or a confirmation by it that the content of such release complies with the rules, policies, by-laws and disclosure standards of the applicable regulatory authorities or stock exchanges. If the receiving party fails to provide comments within said time period the providing party may, subject to Section 8.2 make the proposed release.

8.2 Each party shall obtain prior approval of the other party before issuing any press release, other public disclosure or public statement using the other party's name, the name of any of the officers, directors or employees of the other party, or the name of any of its affiliates. The foregoing prohibition shall not apply if disclosure of the other party's name is required, in the opinion of counsel to a party, by applicable public disclosure requirements; however in such a case the party wishing to make the disclosure must provide a copy to the other party for its information and comments using its commercially reasonable efforts to ensure it is provided at least two Business Days prior to release. However, such approval shall not be considered certification by the other party of the accuracy of the information in such release, or a confirmation by it that the content of such release complies with the rules, policies, by-laws and disclosure standards of the applicable regulatory authorities or stock exchanges.

9. GENERAL

• 9.1 This Agreement, including the Appendices and Schedules hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof, all previous agreements and promises in respect thereto being hereby expressly rescinded and replaced hereby. No modification or alteration of this Agreement will be effective unless in writing executed subsequent to the date hereof by both parties. No prior written or contemporaneous oral promises, representations or agreements are binding upon the parties. There are no implied covenants contained herein.

• 9.2 If any one or more of the provisions contained in this Agreement is held to be invalid, illegal or unenforceable in any respect under the laws of any jurisdiction, the validity, legality and enforceability of such provision will not in any way be affected or impaired thereby under the laws of any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby.

• 9.3 If any time period set forth in this Agreement ends on a day of the week which is not a Business Day, then notwithstanding any other provision of this Agreement, such period will be extended until the end of the next following day which is a Business Day.

• 9.4 The headings to the articles and sections of this Agreement are inserted for convenience only and will not affect the construction hereof.

• 9.5 In this Agreement, references to "$" are to Canadian dollars.

• 9.6 No waiver of or with respect to any term or condition of this Agreement will be effective unless it is in writing and signed by the waiving party, and then such waiver will be effective only in the specific instance and for the purpose of which given. No course of dealing among the parties, nor any failure to exercise, nor any delay in exercising, any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise of any specific waiver of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

• 9.7 Each party will pay all legal, accounting and other costs and expenses incurred by it in connection with the negotiation, execution and preparation of this Agreement and all other documents and instruments prepared or executed in connection with the Assignment.

• 9.8 Time is of the essence in the performance of any and all of the obligations of the parties, including, without limitation, the payment of monies.

• 9.9 Each of the parties hereto shall from time to time and at all times hereafter do and perform all such further acts, and execute and deliver all such further assignments, notices, releases and other documents and instruments, as may reasonably be required to more fully effect and assure the Assignment hereby contemplated.

• 9.10 This Agreement may be executed in any number of counterparts, and when a counterpart has been executed and delivered by each of the parties hereto, all counterparts together shall constitute one instrument and shall have the same force and effect as if all of the parties hereto had executed and delivered the same instrument. Delivery of an executed signature page to this Agreement by any party by electronic transmission will be as effective as delivery of a manually executed copy of this Agreement by such party.

• 9.11 This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

• 9.12 This Agreement 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.

• 9.13 No party will be liable for its failure to perform any of its obligations under this Agreement due to a cause beyond its reasonable control (except those caused by its own lack of funds) including, but not limited to, acts of God, fire, storm, flood, explosion, strikes, lockouts or other industrial disturbances, acts of public enemy, war, riots, laws, rules and regulations or orders of any duly constituted governmental authority, or non-availability of materials or transportation, or epidemics or pandemics (each an "Intervening Event"). All time limits imposed by this Agreement will be extended by a period equivalent to the period of delay resulting from an Intervening Event. A party relying on the provisions of this Section 9.13, insofar as possible, shall promptly give written notice to the other party of the particulars of the Intervening Event, shall give written notice to all other parties as soon as the Intervening Event ceases to exist, shall take all reasonable steps to eliminate any Intervening Event and will perform its obligations under this Agreement as far as practicable, but nothing herein will require such party to settle or adjust any labour dispute or to question or to test the validity of any law, rule, regulation or order of any duly constituted governmental authority or to complete its obligations under this Agreement if an Intervening Event renders completion impossible.

[Remainder of page intentionally left blank.]

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

CASTLEBAR CAPITAL CORP.

"Robert Meister" By: Authorized Signatory

1162832 B.C. LTD.

"1162832 B.C. Ltd." By: Authorized Signatory

"Christopher R. Paul" CHRISTOPHER R. PAUL

"Michael A. Blady" MICHAEL A. BLADY

APPENDIX I

THE PROPERTY

"Property" means the approximate 1874-hectare Southern Spectrum property located in the Lillooet Mining District, British Columbia, Canada, including the mineral claims listed below as well as any mineral claims that become part of the Property pursuant to the addition of an "AOI Property" under Section 6 of the Option Agreement.

Title Number	Title Type	Claim Name	Good To Date	Area (ha)
1043690	Mineral	SPECTRUM2016A	2026/JUN/11	432.33
1043711	Mineral	SPECTRUM2016B	2026/JUN/11	82.36
1043784	Mineral	SPECTRUM2016C	2026/JUN/11	41.17
1061277	Mineral	SOUTHERNSPECTRUM2018A	2026/JUN/11	1318.52

TOTAL AREA (ha.): 1874.38

APPENDIX II

THE AMENDED OPTION AGREEMENT

THIS OPTION AGREEMENT (the "Agreement") is dated as of January 22, 2021

BETWEEN:

CASTLEBAR CAPITAL CORP., of #600 -1090 West Georgia Street, Vancouver, BC V6E 3V7 Email: rm@caymus.ca

("Castlebar" or the "Optionee")

AND:

CHRISTOPHER R. PAUL, of [address redacted] Email: cpaul@ridgelineexploration.com

("Paul")

&

MICHAEL A. BLADY, of [address redacted] Email: mikeblady@gmail.com

("Blady", and collectively with Paul the "Optionor")

and sets for the terms of an exclusive option pursuant to which the Optionee may acquire a 100% interest in and to the Property (as defined in Schedule A attached hereto).

1. Option

Optionor hereby grants to Optionee the sole and exclusive option (the "Option") to acquire a 100% interest in the Property, subject to a 3% NSR Royalty, by completing the Option Exercise Requirements in accordance with the terms and conditions set out in this Agreement.

2. Option Exercise Requirements

In order to exercise the Option, Optionee will complete the requirements set out in this Section 2 (collectively, the "Option Exercise Requirements").

• (a) Exploration Expenditures. Optionee will spend a total of $1,250,000 on exploration of the Property as follows:
  • (i) $250,000 on or before December 31, 2021;
  • (ii) An additional $400,000 on or before December 31, 2022; and
  • (iii) An additional $600,000 on or before December 31, 2023,

(collectively, the "Exploration Expenditures" and each, an "Exploration Expenditure").

If Optionor spends more in any year than the Exploration Expenditure for that year, Optionor may apply the excess to the Exploration Expenditure for the next year(s). If Optionor spends less in any year than the Exploration Expenditure for that year, Optionor may correct the default in accordance with Section 7 and maintain the Agreement in good standing by making cash payment to Optionor in an amount equal to the shortfall.

• (b) Share Issuances. Subject to receipt of all necessary regulatory approvals, Optionee will issue a total of 1,000,000 common shares in the capital of Optionee (each, a "Share") to Optionor as follows:
  • (i) 500,000 Shares on the Closing Date (as such term is defined in the Sale, Assignment, Assumption and Amending Agreement dated as of the 22nd day of January, 2021);
  • (ii) An additional 200,000 Shares on or before December 31, 2021; and
  • (iii) An additional 300,000 Shares on or before December 31, 2021

(collectively, the "Share Issuances" and each, a "Share Issuance").

Each Share Issuance will be made to Paul and Blady in two equal parts, unless the Optionee is otherwise jointly directed in writing by each of Paul and Blady.

Upon the occurrence of one or more events involving the capital reorganization, reclassification, subdivision or consolidation of the Shares, or the merger, amalgamation or other corporate combination of the Optionee with one or more other entities, or of any other events in which new securities of any nature are delivered in exchange for the issued Shares and such issued Shares are cancelled ("Fundamental Changes"), then in the event of any issue of Shares to Optionor pursuant to this Agreement after such Fundamental Changes, and in lieu of issuing the Shares which, but for such Fundamental Changes and this provision, would have been issued, Optionee or its successor shall issue instead such number of new securities as would have been delivered as a result of the Fundamental Changes in exchange for those Shares which Optionor would have been entitled to receive if such issue of Shares had occurred prior to the occurrence of the Fundamental Changes.

• (c) Cash Payments. Optionee will make cash payments of $40,000 according to the following schedule:
  • (i) $20,000 on the Closing Date;
  • (ii) An additional $10,000 on or before December 31, 2021; and
  • (iii) An additional $10,000 on or before December 31, 2022

(collectively, the "Cash Payments" and each, a "Cash Payment").

Each Cash Payment will be made to Paul and Blady in two equal parts, unless the Optionee is otherwise jointly directed in writing by each of Paul and Blady.

3. Vesting

Upon the date Optionee exercises the Option by completing all the Option Exercise Requirements (the "Vesting Date"):

• (a) Optionee will be vested with 100% undivided legal and beneficial interest in the Property; and
• (b) Optionor will take such steps as necessary, in a timely manner, to effect transfer from Optionor to Optionee of 100% undivided legal and beneficial interest in the Property free and clear of all liens and encumbrances (other than the Optionor's rights under this Agreement, including the NSR Royalty).

Optionee may accelerate the exercise of the Option by completing all the Option Exercise Requirements on an accelerated timeline. There is no partial vesting in the Property.

4. NSR Royalty and Advance Minimum Royalty Payments

• (a) Optionee hereby grants, sells, transfers, assigns and conveys to Optionor, to be effective as of the Vesting Date, a production royalty equal to 3% of the net smelter returns on the Property (the "NSR Royalty"), provided that Optionee may purchase 1/3 of the NSR Royalty for total consideration of $1,000,000 at any time prior to such time when:
  • (i) the concentrator processing ores, for other than testing purposes, has operated for a period of 45 consecutive days at an average rate of not less than 70% of design capacity; or
  • (ii) if a concentrator is not erected on the Property, when ores have been produced for a period of 45 consecutive production days at a rate of not less than 70% of the mining rate specified in a study and mine plan recommending placing the Property in production.
• (b) The obligations of Optionee under 4(b) shall terminate on the date that all of the mineral claims that comprise the Property have either been transferred back to Optionor or abandoned or surrendered or allowed to lapse or expire by Optionee acting in good faith.
• (c) Optionor will retain a first charge on the Property or any lease thereon with regard to its NSR Royalty. On written request by the Optionor, the parties will execute a security agreement in a form attached mutually agreed to by the parties, each acting reasonably (the "Security Agreement"), and such Security Agreement will be registered against mineral claims and leases to provide a first charge on the Property for NSR Royalty due to the Optionor.
• (d) Optionor will, from time to time, take all necessary actions, including execution of appropriate agreements, to pledge and subordinate the NSR Royalty to any bona fide secured borrowings from an arm's length third party lender for construction and operation of a mine on the Property.

5. Representations, Warranties and Covenants

• (a) Optionee represents, warrants and covenants to and with Optionor that:

  • (i) during the term of this Agreement and for a period of one year following the termination of this Agreement in accordance with Section 7, Optionee will keep the Mineral Claims in good standing;
  • (ii) Optionee will apply all exploration work as assessment to the maximum allowable, with any excess credited to the Optionor's PAC account;
  • (iii) Optionee will work in a good miner-like manner at all times and will comply with all applicable laws, regulations and directives from regulatory authorities with respect to its activities on the Property; and
  • (iv) Optionee will provide copies of all exploration data collected on the Property and will provide an annual report at the end of each calendar year on the results of that year's activities.

• (b) Optionor represents, warrants and covenants to and with Optionee that:

  • (i) the Property is properly and accurately described in Schedule A;
  • (ii) Optionor is the legal and beneficial owner of a 100% interest in and to the Property, free and clear of any and all encumbrances (save for purported First Nations' interests), liens or charges;

• (iii) to the best of Optionor's knowledge and belief, there are no adverse claims, challenges, suits, actions, prosecutions, investigations or proceedings of any kind filed or pending or threatened against the Property or Optionor's ownership of or rights or title to the Property or any portion thereof;

• (iv) promptly following the Closing Date, Optionor will cause Optionee to be authorized as its agent in respect of the mineral claims that comprise the Property so as to permit Optionee to apply exploration work as assessment on the Property; and

• (v) promptly following the Closing Date, Optionor will provide Optionee with full and complete access to Optionor's books and records regarding the Property.

6. Area of Interest

• (a) If at any time during the term of this Agreement, Optionor or an affiliate of Optionor (the "Acquiring Party") acquires, directly or indirectly, any interest in any property which is all or partly within three kilometres of the outermost boundary of the Property (the "AOI Property"), then the Acquiring Party must disclose the acquisition (including all costs and information it has relating to the AOI Property) promptly to Optionee, and Optionee may, by notice to the Acquiring Party within 30 days of receipt of notice of the acquisition, elect to include the AOI Property within the Property.
• (b) If Optionee elects to include the AOI Property as part of the Property in accordance with Section 6(a), then the acquisition costs of the AOI Property will, upon verification by Optionee, be reimbursed to Optionor.

7. Termination:

This Agreement will terminate and be of no further force or effect:

• (a) automatically, if Optionee fails to make any Exploration Expenditure, Share Issuance or Cash Payment by the required date and fails to remedy such failure within 30 days of receipt of written notice from Optionor of such default; or
• (b) at any other time by Optionee giving notice of such termination to Optionor.

8. General:

• (a) This Agreement is for an option only and, for greater certainty, the payments and actions contemplated under Section 2 above shall not be construed as obligating the Optionee to do any acts, issue any shares, make any expenditures on the Property, or make any payments hereunder, and any act, issuance, expenditure or payment as shall be made hereunder shall not be construed as obligating the Optionee to do any further act or make any further issuance, expenditure or payment.
• (b) As between Optionor and Optionee, Optionee will have exclusive control and authority over all matters relating to the Property, including all business, operations and activities thereon, and will be responsible for all fees, expenses and other amounts incurred in connection with the Property.
• (c) Neither Optionor nor Optionee may transfer its interest in this Agreement without the written consent of the other party, such consent not to be unreasonably withheld, provided the transferee agrees in writing to abide by all the terms and conditions of this Agreement.
• (d) This Agreement is subject to any required regulatory approvals including the approval of the TSX Venture Exchange, each party using its reasonable best efforts to obtain the same.

(e) The following schedule(s) attached to this Agreement form part of this Agreement:

Schedule A – The Property

• (f) This Agreement will be governed by and interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.
• (g) This Agreement will ensure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. However, if reasonably necessary, the parties will negotiate a formal option agreement incorporating the terms of this Agreement in a timely manner.
• (h) This Agreement may be executed in counterpart, by facsimile or emailed scanned copy, each of which so executed will be deemed to be original and together will be deemed to constitute one and the same instrument.

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

CASTLEBAR CAPITAL CORP.

"Robert Meister" By: Authorized Signatory

"Christopher R. Paul" CHRISTOPHER R. PAUL

"Michael A. Blady" MICHAEL A. BLADY

SCHEDULE A – THE PROPERTY

"Property" means the approximate 1874-hectare Southern Spectrum property located in the Lillooet Mining District, British Columbia, Canada, including the mineral claims listed below as well as any mineral claims that become part of the Property pursuant to the addition of AOI Property under Section 6 (collectively, the "Mineral Claims").

Title Number	Title Type	Claim Name	Good To Date	Area (ha)
1043690	Mineral	SPECTRUM2016A	2026/JUN/11	432.33
1043711	Mineral	SPECTRUM2016B	2026/JUN/11	82.36
1043784	Mineral	SPECTRUM2016C	2026/JUN/11	41.17
1061277	Mineral	SOUTHERNSPECTRUM2018A	2026/JUN/11	1318.52

TOTAL AREA (ha.): 1874.38