Core Silver Corp. — M&A Activity 2020

Mar 19, 2020

AMENDMENT TO THE MINERAL PROPERTY ACQUISITION AGREEMENT

THIS AGREEMENT (this “ Agreement ”) is made effective as of the 11[th] day of March, 2020

AMONG:

ZIMTU CAPITAL CORP. , a company incorporated under the laws of the Province of British Columbia and having address at 1450 – 789 West Pender Street, Vancouver, BC V6C 1H2

(the “ Vendor ”)

AND:

CORE ASSETS CORP. , a company incorporated under the laws of the Province of British Columbia and having address at 1450 – 789 West Pender Street, Vancouver, BC V6C 1H2

(the “ Purchaser ”)

WHEREAS:

A. The Vendor and the Purchaser (each a “ Party ”, and collectively, the “ Parties ”) entered into a Mineral Property Acquisition Agreement dated December 10, 2018 (the “ Property Agreement ”) pursuant to which the Vendor agreed to sell to the Purchaser and the Purchaser agreed to purchase from the Vendor, 100% right, title and interest in and to the certain mineral claims located in the Province of British Columbia on the terms and conditions of the Property Agreement;

B. The Parties wish to amend certain terms and conditions contained in the Property Agreement as set forth below.

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the Parties, the Parties hereby covenant and agree as follows:

ARTICLE 1 AMENDMENT TO THE PROPERTY AGREEMENT

1.1 Amendment

The Parties hereby agree to make the following amendments to the Property Agreement:

• (a) Section 3.2(a) of the Property Agreement is amended by deleting section 3.2(a)(ii) and replacing with the following:

  • (ii) $50,000 to Zimtu Capital Corp. three years after signing.

• (b) Section 3.2(b) of the Property Agreement is amended by deleting section 3.2(b)(ii) and (iii) and replacing with the following:

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• (ii) 1,000,000 Common Shares two years after the execution of the Blue Property Agreement, and

• (iii) 1,000,000 Common Shares three years after the execution of the Blue Property Agreement.

1.2 Force and Effect

In all other respects, the Property Agreement will remain in full force and effect.

ARTICLE 2 GENERAL

2.1 Defined Terms

All capitalized terms used herein, including the recitals, and not otherwise defined herein shall have the meaning ascribed to them in the Property Agreement.

2.2 Entire Agreement

Except as amended hereby, the Property Agreement continues in full force and effect and the Property Agreement and this Agreement will be read and construed together as one agreement. The Parties ratify and affirm the Property Agreement as amended hereby (the “ Amended Agreement ”), and agree that the Amended Agreement contains the entire understanding of the Parties hereto with respect to the subject matter hereof. The Amended Agreement supersedes all prior agreements and understandings between the Parties with respect to the subject matter hereof.

2.3 Execution in Counterparts

This Agreement may be executed in one or more counterparts, each of which shall conclusively be deemed to be an original and all such counterparts collectively shall be conclusively deemed to be one and the same. Delivery of an executed counterpart of the signature page to this Agreement by facsimile, email or other functionally equivalent electronic means of transmission shall be effective as delivery.

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above written.

ZIMTU CAPITAL CORP.

Per: “David Hodge” David Hodge President, CEO and Director

CORE ASSETS CORP.

Per: “Scott Rose” Scott Rose Corporate Secretary and Director