PURCHASE AGREEMENT

‐BETWEEN‐

1255269 B.C. LTD.

‐AND‐

GOLD X MINING CORP.

August 28, 2020

___________________________________

ARTICLE 1 INTERPRETATION 2
1.1 1.2	Defined Terms 2 Certain Rules of Interpretation 7
ARTICLE 2 PURCHASED SHARES AND PURCHASE PRICE 8
2.1 2.2	Purchase and Sale 8 Purchase Price 8
ARTICLE 3 REPRESENTATIONS AND WARRANTIES 9
3.1 3.2	Representations and Warranties of Gold X 9 Representations and Warranties of 1255269 9
ARTICLE 4 COVENANTS 9
4.1 4.2	Public Communications 9 Tax Matters9
ARTICLE 5 CLOSING 10
5.1 5.2 5.3	Closing10 Deliveries by Gold X 10 Deliveries by 1255269 11
ARTICLE 6 INDEMNITY 11
6.1 6.2 6.3	Continuation of Representations, Warranties and Covenants 11 Indemnity 11 Limitations on Indemnification 12
ARTICLE 7 GENERAL PROVISIONS 12
7.1 7.2 7.3 7.4 7.5 7.6	Amendments 12 Expenses12 Further Assurances 12 Notices 12 Time of the Essence 13 Third Party Beneficiaries 14
7.7	Waiver14
7.8 7.9 7.10	Entire Agreement 14 Successors and Assigns 14 Severability14
7.11 7.12	Governing Law 14 Rules of Construction 15
7.13	Counterparts 15

Schedule "A"	Representations and Warranties of Gold X
Schedule "B"	Representations and Warranties of 1255269
Schedule "C"	Property

PURCHASE AGREEMENT

THIS AGREEMENT is made as of August 28, 2020,

BETWEEN:

1255269 B.C. LTD., a corporation existing under the laws of British Columbia

("1255269")

‐ and ‐

GOLD X MINING CORP., a corporation existing under the laws of British Columbia

("Gold X")

WHEREAS Gold X is the beneficial and registered owner of all of the issued and outstanding securities of Arcadian Minerals Corp. ("Arcadian");

AND WHEREAS Arcadian is the beneficial and registered owner of all of the issued and outstanding securities of Industrias Argentum, S.A.S. ("Industrias Argentum");

AND WHEREAS Gold X holds a 30% carried participating interest (the "JV Interest") in an unincorporated joint venture and Industrias Argentum holds the remaining 70% pursuant to the terms of an amended and restated joint venture agreement dated as of May 22, 2018 (the "Joint Venture Agreement") and a joint venture interest assignment agreement dated July 19, 2018 (the "Joint Venture Interest Assignment Agreement"), each, among Gold X (by assignment), Gran Colombia Gold Segovia S.A. ("GCG Segovia") and Gran Colombia Gold Segovia Sucursal Colombia (the "Branch", and together with GCG Segovia, "Owner") and Industrias Argentum;

AND WHEREAS the Owner is the exclusive title‐holder of mining title No. RPP‐140 registered with the national Mining Registry with number EDKE‐01 under file R140011 and located in Segovia, Antioquia, Colombia (the "Mining Title");

AND WHEREAS within the area of the Mining Title (the "Property") lies a sub‐area of approximately 386 hectares delimited as shown in Schedule A and located outside of the of the sub‐areas of the Mining Title relating to the Owner's principal mining operations (the "Property Area");

AND WHEREAS pursuant to the Joint Venture Agreement, the Owner makes the Property Area available to Industrias Argentum and Industrias Argentum is solely entitled and responsible for exploration, mining and processing operations and the commercialization of product;

AND WHEREAS Gold X desires to sell, and 1255269 desires to purchase, all of the issued and outstanding securities of Arcadian and the JV Interest, in each case, upon and subject to the terms and conditions set out in this Agreement.

NOW THEREFORE, in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Defined Terms

As used in this Agreement, the following terms have the following meanings:

"1255269" means 1255269 B.C. LT.D., a corporation existing under the laws of British Columbia.

"Affiliate" has the meaning specified in National Instrument 45‐106 – Prospectus Exemptions.

"Agreement" means this share purchase agreement, including the schedules attached hereto.

"Assets" means all property, assets and rights of each Purchased Corporation of every nature and kind and wheresoever situate, including:

(a) a 70% participating interest in the Joint Venture;
(b) a 100% interest in the Property Rights;
(c) all geological, geophysical, geochemical and test data and all other information (including internal and external studies, analyses and other work products) in relation to the Property Area acquired, proved, gained or developed heretofore or in the possession or under the control of Gold X;
(d) all improvements to the Property Area, all fixtures, plant, machinery, equipment, supplies, infrastructure and any other properties or rights of any description whether real or personal, in relation to the Property Area or the business of the Purchased Corporations in relation to the Property Area;
(e) all rights, benefits and entitlements of the Purchased Corporations under any Authorizations relating to the Property Area; and
(f) the Books and Records.

"Authorization" means with respect to any Person, any order, permit, approval, consent, waiver, licence, registration or similar authorization of any Governmental Entity having jurisdiction over the Person.

"Books and Records" means all information in any form relating directly or indirectly to the business of the Purchased Corporations, including, without limitation, books of account, personnel records, sales and purchase records, customer and supplier lists, lists of potential customers, referral sources, research and development reports and records, production reports and records, business reports, plans and projections, marketing and advertising materials, equipment logs, operating guides, technical reports, exploration data and reports, drill logs, core samples, assays and manuals and all other documents, files, correspondence, e‐mails, Authorizations, environmental management systems (including data collected for the purpose of compliance with Environmental Laws and the preparation of reports to Governmental Entities) and other information (whether in written, printed, electronic or computer printout form, or stored on computer discs or other data and software storage and media devices).

"Business Day" means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Vancouver, British Columbia.

"Closing" means the closing of the Transaction.

"Closing Document" means any document delivered at or subsequent to the Closing as provided in or pursuant to this Agreement;

"Contract" means any agreement, commitment, engagement, contract, franchise, licence, lease, obligation, undertaking or joint venture (written or oral) relating to the Assets and to which a Purchased Corporation is a party or by which a Purchased Corporation is bound or under which it has rights or obligations.

"Encumbrance" means any encumbrance of any kind whatsoever on property including any privilege, mortgage, hypothec, lien, charge, pledge, security interest, adverse claim or any other option, right or claim of others of any kind whatever, whether contractual, statutory or otherwise, arising.

"Environment" means soil, land surface or subsurface strata, surface waters (including navigable waters, ocean waters, streams, ponds, drainage basins and wetlands), groundwater, drinking water supply, stream sediments, ambient air (including indoor air), plant and animal life, sewer system, and any other environmental medium or natural resource and the environment in the workplace.

"Environmental Laws" means all Laws and all other statutory requirements relating to the Environment, public health and safety, noise control, pollution, reclamation or the protection of the Environment or to the generation, production, installation, processing, use, storage, treatment, disposal, handling, transportation, Release or threatened Release of Hazardous Substances, and all Authorizations issued pursuant to such Laws or other statutory requirements.

"Existing Encumbrances" means:

(a) that certain *Contrato de Prenda Abierta Sobre El Establecimiento de Comercio de Zandor Capital S.A.*' dated October 26, 2012 entered into between GCG Segovia (formerly, Zandor Capital, S.A.) and Equity Trust Financial Company recorded in the commercial registry (registro mercantil') of the Branch in Medellin as from January 1, 2017 and in the registry forsecurity interests(*registro de garantias mobiliarias*') on August 20, 2014 with number 20140820000060400, as amended by means of (i) that certainOtrosi N°1 al Contrato de Prenda Abierta sobre el Establecimiento de Comercio de Zandor Capital S.A.' dated March 8t, 2012, (ii) that certain *Otrosi N° 2 al Contrato de Prenda Abierta sobre el Establecimiento de Comercio de Zandor Capital S.A.*' dated March 13, 2013, (iii) that certainOtrosi N° 3 al Contrato de Prenda Abierta sobre el Establecimiento de Comercio de Zandor Capital S.A.' dated December 21, 2012, (iv) that certain `Otrosi N° 4 al Contrato de Prenda Abierta sobre el Establecimiento de Comercio de Zandor Capital S.A.' dated June 8, 2017, and (v) that certain 'Otrosi 5 al Contrato de Prenda Abierta sobre el Establecimiento de Comercio' dated April 30th, 2018;

(b) that certain *Contrato de Prenda Minera Abierta y Sin Tenencia*' dated October 26, 2012 entered into between the Branch and Equity Financial Trust with respect to the aggregate of the future production from the Property, as recorded in the registry for security interests (registro de garantzas mobiliarias') on August 20, 2014 with number 20140820000014800, as amended by means of: (i) that certain *Otrosi N° 1 al Contrato de Prenda Minera Abierta y Sin Tenencia*' dated December 21, 2012, (ii) that certainOtrosi N° 2 al Contrato de Prenda Minera Abierta y Sin Tenencia' dated June 8, 2017, and (iii) that certain `Otrosi N° 3 al Contrato de Prenda Minera Abierta y Sin Tenencia' dated April 30, 2018; and
(c) collectively, the judicial embargo on the Branch ordered by Judge 15 of the Civil Circuit of Medellin within the collection process (*proceso ejecutivo'*) with number 2012‐00840 between Azael de Jesun Castano Valderrama and the Branch; the registration of the claim (inscription de la demanda') ordered by the Judge of the Circuit of Segovia (*juzgado promiscuo'*) within the extraordinary acquisition claim under the statute of limitations (proceso de prescripcion extraordinaria') between Asociacion Mutual de Mineros El Cogote against the Branch as recorded in annotation 33; the registration of the claim (*inscription de la demanda*') ordered by the Judge of the Circuit of Segovia (juzgado promiscuo') within the process between Sociedad Minera La Campana against the Branch and others as recorded in annotation 32; the registration of the claim (*inscription de la demanda*') ordered by the Judge of the Circuit of Segovia (juzgado promiscuo') within the ownership declaration process (*proceso de pertenencia'*) between Sociedad Minera La Rubiela S.A.S. against the Branch as recorded in annotation 31; the registration of the claim (inscription de la demanda') ordered by the Judge of the Circuit of Segovia (*juzgado promiscuo'*) within the ownership declaration process(proceso de pertenencia') between Sociedad Comercial Minera Luaciana S.A.S. against the Branch as recorded in annotation 29; the registration of the claim (*inscription de la demanda'*) ordered by the Judge of the Circuit of Segovia (juzgado promiscuo') within the ownership declaration process (*proceso de pertenencia'*) between Jorge Leon Arango Arismendi against the Branch as recorded in annotation 27; the judicial embargo of the claim (inscription de la demanda') ordered by the Judge of the Circuit of Segovia (*juzgado promiscuo*') within the labor collection process (proceso ejecutivo laboral') between Dario Londono, Asdrubal Mesa Aguilar, Diengo Lus Mesa, Jose Lucho Lopez and Jovany Tobon Zea against the Branch as recorded in annotation 26.

"Existing Royalty" meansthe 1% netsmelter returnsroyalty on 70% of the Property set forth in the royalty agreement dated November 12, 2017 between Tyrol Private Fund, Arcadian and Industrias Argentum, as amended.

"Gold X" means Gold X Mining Corp., a corporation existing under the laws of British Columbia.

"Governmental Entity" means (i) any international, multinational, national, federal, provincial, territorial, state, regional, municipal, local, tribal or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, ministry, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the above, (iii) any quasi‐governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing or (iv) any stock exchange.

"Hazardous Substances" means any element, waste or other substance, whether natural or artificial and whether consisting of gas, liquid, solid or vapour that is prohibited, listed, defined, judicially interpreted, designated or classified as dangerous, hazardous, radioactive, explosive or toxic or a pollutant or a contaminant under or pursuant to any applicable Environmental Laws, and specifically including petroleum and all derivatives thereof or synthetic substitutes therefor and asbestos or asbestos‐ containing materials or any substance which is regulated under Environmental Laws.

"IFRS" means generally accepted accounting principles as set out in the CPA Canada Handbook – Accounting for an entity that prepares its financial statements in accordance with International Financial Reporting Standards, at the relevant time, applied on a consistent basis.

"Joint Venture" means the unincorporated joint venture with respect to the ownership and operation of the Property Area pursuant to the terms and conditions of the Joint Venture Agreement;

"Joint Venture Interest Assignment Agreement" means the joint venture interest assignment agreement dated July 19, 2018 among Gran Colombia Gold Corp., the Owner, Gold X (then Sandspring Resources Ltd.), Gold X in trust for a company to be incorporated under the laws of Panama ("Gold X Subco"), Gold X in trust for a Republic of Colombia branch of Gold X Subco and Industrias Argentum;

"Law" means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended unless expressly specified otherwise.

"Material Adverse Effect" means any fact or state of facts, circumstance, change, effect, occurrence or event which individually or in the aggregate is, or individually or in the aggregate could reasonably be expected to: (i) be material and adverse to the Purchased Assets and/or the Assets, the business or operations of the Purchased Corporations in respect thereof or the liabilities or obligations related thereto; or (ii) prevent, or materially delay or hinder Gold X from performing its obligations under this Agreement.

"officer" has the meaning ascribed thereto in the Securities Act.

"Ordinary Course" means, with respect to an action taken by a Purchased Corporation, that such action is consistent with the past practices of the Purchased Corporation with respect to the Assets and is taken in the ordinary course of the normal day‐to‐day operations of the business of the Purchased Corporation.

"Parties" means, collectively, 1255269 and Gold X, and "Party" means either of them.

"Permitted Encumbrance" means, in respect of the Assets:

(a) the Existing Encumbrances;
(b) the reservations, limitations, provisos and conditions expressed in any original grant from a Governmental Entity;
(c) agreements with any Governmental Entity and any public utilities or private suppliers of services that in each case, and in the aggregate, do not materially detract from the value or materially interfere with the use of the real or immovable property subject thereto, provided that same have been complied with;
(d) liens for Taxes and utilities which are not due or in arrears;
(e) easements, encroachments and minor imperfections of title which do not, individually or in the aggregate, materially detract from the value of or impair the use or marketability of the real or immovable property subject thereto; and
(f) any claim by any First Nation or other aboriginal people based on treaty rights, traditional territory or otherwise.

"Person" includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status.

"Property Rights" has the meaning ascribed thereto in subparagraph 17(a) of Schedule "A".

"Purchase Price" has the meaning ascribed thereto in Section 2.2.

"Purchased Assets" means, collectively, the Purchased Shares, the JV Interest and the contractual position, right, obligations and interests of Gold X (and any of its Affiliates) in the Joint Venture Agreement and Joint Venture Interest Assignment Agreement together with the exclusive, unconditional, irrevocable and absolute authorization to conduct any and all mining operations (including any exploration, extraction, exploitation, production, processing, transportation, sale, marketing, supply, delivery of any and all minerals in the Property Area together with the required incidental, associated or otherwise related activities save and except for the Retained Obligations);

"Purchased Corporations" means, collectively, Arcadian and Industrias Argentum;

"Purchased Shares" means all of the issued and outstanding securities of Arcadian;

"Release" has the meaning prescribed in any Environmental Law and includes any sudden, intermittent or gradual release, spill, leak, pumping, addition, pouring, emission, emptying, discharge, migration, injection, escape, leaching, disposal, dumping, deposit, spraying, burial, abandonment, incineration, seepage, placement or introduction of a Hazardous Substance, whether accidental or intentional, into the Environment or migration of a Hazardous Substance into or through the Environment or into or out of any lands or waters, including the movement of a Hazardous Substance through or in any part of the Environment.

"Representatives" means, with respect to a Person, such Person's Affiliates or any officer, director, employee, representative or agent of such Person or any of its Affiliates.

"Retained Obligations" means Section 3.6, 3.7 and 14.1 of the Joint Venture Agreement, all as more specifically contemplated in the Joint Venture Interest Assignment Agreement.

"Securities Act" means the Securities Act (British Columbia).

"Tax Act" means the Income Tax Act (Canada), as amended, and the regulations thereunder.

"Taxes" means (a) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Entity, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, use, value‐added, excise, special assessment,stamp, withholding, business, franchising, real or personal property, health, employee health, payroll, workers' compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, unclaimed property, import or export, and including all license and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions; (b) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of or in lieu of amounts of the type described in clause (i) above or this clause (ii); (c) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (d) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of any express or implied obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any party.

"Transaction" means, collectively, the transactions contemplated by this Agreement in relation to the purchase of the Purchased Assets by 1255269 and the sale of the Purchased Assets by Gold X.

"Transfer Taxes" has the meaning ascribed thereto in Section 4.2.

1.2 Certain Rules of Interpretation

In this Agreement, unless otherwise specified:

(a) Headings, etc. The provision of a Table of Contents, the division of this Agreement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Agreement.
(b) Currency. All references to dollars or to C\$ are references to Canadian dollars, unless specified otherwise.
(c) Gender and Number. Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.
(d) Certain Phrases, etc. The words (i) "including", "includes" and "include" mean "including (or includes or include) without limitation," (ii) "the aggregate of", "the total of", "the sum of", or a phrase of similar meaning means "the aggregate (or total or sum), without duplication, of," and (iii) unless stated otherwise, "Article", "Section", and "Schedule" followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Agreement.
(e) Capitalized Terms. Unless expressly indicated otherwise, all capitalized terms used in any Schedule have the meanings ascribed to them in this Agreement.
(f) Knowledge. Where any representation or warranty is expressly qualified by reference to the knowledge of Gold X, it is deemed to refer to the actual knowledge of Greg Barnes and Rich Munson of Gold X, after reasonable inquiry.
(g) Accounting Terms. All accounting terms are to be interpreted in accordance with IFRS and all determinations of an accounting nature in respect of Gold X required to be made shall be made in a manner consistent with IFRS.
(h) Statutes. Any reference to a statute refers to such statute and all rules, resolutions and regulations made under it, as it or they may have been or may from time to time be amended or re‐enacted, unless stated otherwise.
(i) Computation of Time. A period of time is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 4:30 p.m. on the next Business Day if the last day of the period is not a Business Day.
(j) Time References. References to time are to local time, Vancouver, British Columbia.
(k) Consent. If any provision requires approval or consent of a Party and such approval or consent is not delivered within the specified time limit, the Party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent.
(l) Schedules. The following schedules are attached to this Agreement and form an integral part of this Agreement for all purposes of it:

SCHEDULES	DESCRIPTION
Schedule "A"	Representations and Warranties of Gold X
Schedule "B"	Representations and Warranties of 1255269
Schedule "C"	Property

ARTICLE 2 PURCHASED SHARES AND PURCHASE PRICE

2.1 Purchase and Sale

On and subject to the terms and conditions of this Agreement, including the representations, warranties and covenants contained herein, Gold X hereby sells, assigns, transfers and conveys unto 1255269, and 1255269 purchases from Gold X, effective as of and from the Closing, the Purchased Assets, free and clear of all Encumbrances (other than the Existing Encumbrances).

2.2 Purchase Price

The purchase price payable by 1255269 to Gold X for the Purchased Assets shall be fully paid and satisfied by the delivery by or on behalf of 1255269 of C\$1,000,000 at Closing (the "Purchase Price").

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of Gold X

Gold X represents and warrants to 1255269 as set forth in Schedule "A" and acknowledges and agrees that 1255269 is relying upon such representations and warranties in connection with the entering into of this Agreement.

3.2 Representations and Warranties of 1255269

1255269 represents and warrants to Gold X as set forth in Schedule "B" and acknowledges and agrees that Gold X is relying upon such representations and warranties in connection with the entering into of this Agreement.

ARTICLE 4 COVENANTS

4.1 Public Communications

All public notices to third parties and all other publicity concerning this Agreement and the Transaction shall be jointly planned and coordinated by Gold X and 1255269, and neither Party shall act unilaterally in thisregard without the prior approval of the other Party (such approval not to be unreasonably withheld), except where required to do so by Law or by the applicable regulations, rules or policies of any Governmental Entity having jurisdiction in respect of the Party, in each case in circumstances where prior consultation with the other Party is not practicable and a copy of such disclosure is provided to the other Party.

4.2 Tax Matters

1255269 shall be solely liable for any and all transfer, sales, use, stamp, registration, value added and other such Taxes (including penalties and interest in respect thereof but excluding any income or capital taxes payable or collectible by Gold X as a result of the Transaction) ("Transfer Taxes") incurred in respect of the Transaction, including liabilities arising from the reassessment or nonpayment of any such Transfer Taxes, but in each case only to the extent such Transfer Taxes or liabilities arise from the conveyance or a transfer of the Purchased Shares by Gold X to 1255269. Each party shall, at its own expense, timely file any tax return or other document with respect to such Transfer Taxes (and each party shall cooperate with each other party with respect thereto as reasonably necessary).

1255269 shall indemnify and save harmless Gold X and its shareholders, directors, officers, employees, advisors and agents from all claims, actions, causes of action, proceedings, losses, damages, costs, liabilities and expenses incurred, suffered or sustained as a result of a failure by 1255269:

(a) to pay any Transfer Taxes payable or collectible by Gold X in connection with the conveyance or transfer of the Purchased Shares whether arising from a reassessment or otherwise, including provincial retail sales tax, if applicable; and/or

(b) to file any returns, certificates, filings, elections, notices or other documents required to be filed by 1255269 with any federal, provincial or other taxing authorities in connection with the conveyance or transfer of the Purchased Shares.

Without limiting the generality of the foregoing, 1255269 acknowledges that in the event any Transfer Taxes are exigible in connection with the Transaction, such Transfer Taxes shall be in addition to the Purchase Price.

ARTICLE 5 CLOSING

5.1 Closing

The completion of the Transaction as contemplated by this Agreement (the "Closing") will take place immediately upon execution of this Agreement and full ownership and title to the Purchased Assets will then pass from the Gold X to 1255269.

5.2 Deliveries by Gold X

On Closing and subject to the receipt by Gold X of the Purchase Price, Gold X will deliver to 1255269:

(a) a duly executed copy of the share transfer form or other valid instrument of transfer in respect of the transfer of the Purchased Shares to 1255269;
(b) a certified copy of the updated register of members or shareholders, as applicable, of Arcadian evidencing transfer of the Purchased Shares to 1255269;
(c) such documents as are necessary to transfer all signing authority in respect of each of the Purchased Corporations from Gold X to 1255269 or its nominee;
(d) resignations of all individuals who are immediately before the Closing directors or officers of the Purchased Corporations, and duly executed releases, in a form satisfactory to 1255269, acting reasonably, from each such individual of all their claims against the Purchased Corporations;
(e) certified copies of the resolutions duly adopted by the board of directors of Arcadian as of the date hereof, approving and authorizing the transactions contemplated in this Agreement, including, without limitation:
(i) the transfer of the Purchased Shares from Gold X to 1255269; and
(ii) letters (in the agreed form) informing the Panama registered agents of Arcadian of the transfer of the Purchased Shares and that certain Representatives of 1255269, to be designated in writing by 1255269 prior to the Closing, will be their new contacts and instructing clients of record;
(f) an assignment and novation agreement duly executed by each party to the Joint Venture Agreement and the Joint Venture Interest Assignment Agreement conveying to 1255269 the Purchased Assets (other than the Purchased Shares);
(g) all Books and Records;
(h) all other conveyances, transfers, assignments, consents and other documents as may be required to convey to 1255269 a 100% undivided interest in the Purchased Assets with good and marketable title, free and clear of all liens, charges and encumbrances, other than the Permitted Encumbrances; and
(i) copies or originals of such other documents, instruments, agreements or certificates necessary or advisable to consummate the transactions contemplated by this Agreement and the Closing Documents, as 1255269 shall reasonably request.

5.3 Deliveries by 1255269

On Closing and subject to receipt by 1255269 of the documents described in Section 5.2 of this Agreement, 1255269 will pay the Purchase Price to Gold X.

ARTICLE 6 INDEMNITY

6.1 Continuation of Representations, Warranties and Covenants

The representations, warranties, acknowledgments and covenants of Gold X as set out in this Agreement are representations, warranties, acknowledgments and covenants on which 1255269 has relied in entering into this Agreement and shall survive and continue in full force and effect for a period of two years after the Closing.

6.2 Indemnity

(a) Subject to the limitations set out in this Article 6, Gold X will indemnify and save 1255269, its Affiliates, the Purchased Corporations and their respective Representatives harmless from all loss, damage, costs, actions and suits ("Damages") arising out of or in connection with:
(i) any breach of any representation, warranty, covenant, agreement or condition of Gold X in this Agreement or any Closing Document;
(ii) any failure of Gold X to transfer the Purchased Assets; and
(iii) any act, matter, event or other circumstance that occurred or arose in connection with the Purchased Assets prior to the Closing.
(b) 1255269 will indemnify and save Gold X, its Affiliates, the Purchased Corporations and their respective Representatives harmless from all Damages arising out of or in connection with:
(i) any breach of any representation, warranty, covenant, agreement or condition made by 1255269 in this Agreement or any Closing Document; and

(ii) any act, matter, event or other circumstance that occurs or arises in connection with the Purchased Shares from the Closing.

6.3 Limitations on Indemnification

(a) A Party has no obligation or liability for indemnification or otherwise with respect to any representation or warranty made by such Party in this Agreement after the end of the time period specified in 6.1, except for claims relating to the representations and warrantiesthat the Party has been notified of prior to the end of the time period specified in 6.1.
(b) Gold X has no liability for, or obligation with respect to, any special, indirect, consequential, punitive or aggravated damages.
(c) Gold X has no obligation to make any payment for Damages for indemnification or otherwise with respect to the matters described in Section 6.2 until the actual total amount of all Damages suffered with respect to such matters exceeds 1% of the Purchase Price, and then only for the amount by which such Damages exceed 1% of the Purchase Price up to a maximum of 20% of the Purchase Price.

ARTICLE 7 GENERAL PROVISIONS

7.1 Amendments

This Agreement may only be amended by mutual written agreement of the Parties.

7.2 Expenses

Each of Gold X and 1255269 will be responsible for and bear all of its own costs and expenses (including any broker's or finder's fees and the expenses of its Representatives) incurred at any time prior to or after the Closing in connection with negotiating, evaluating, pursuing, or completing of the Transaction, whether or not the Transaction is consummated.

7.3 Further Assurances

From time to time after the Closing, each Party shall, at the request of any other Party, execute and deliver such additional conveyances, transfers and other assurances as may be reasonably required to effectively undertake the transactions contemplated by this Agreement and to carry out the intent of this Agreement. Without limiting the generality of the foregoing, to the extent that any of the Purchased Assets is not transferred to 1255269, upon becoming aware or being notified of such failure to transfer such asset, Gold X shall use its best efforts to transfer, or to cause the transfer of, such asset to 1255269 or take other appropriate steps to allow 1255269 to enjoy the benefit of such arrangement or asset.

7.4 Notices

Any notice, or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or e‐mail and addressed:

(a) to Gold X at:

Redacted: Confidential personal information.

(b) to 1255269 at:

Redacted: Confidential personal information.

Any notice or other communication is deemed to be given and received (i) if sent by personal delivery, e‐ mail or same day courier, on the date of delivery if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next Business Day or (ii) if sent by overnight courier, on the next Business Day. Sending a copy of a notice or other communication to a Party's legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that Party. The failure to send a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a Party.

7.5 Time of the Essence

Time is of the essence in this Agreement.

7.6 Third Party Beneficiaries

The Parties intend that this Agreement will not benefit or create any right or cause of action in favour of any other Person, other than the Parties and that no Person, other than the Parties, shall be entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.

7.7 Waiver

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party's failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

7.8 Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the transactions contemplated by this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.

7.9 Successors and Assigns

(a) This Agreement becomes effective only when executed by 1255269 and Gold X. After that time, it will be binding upon and enure to the benefit of 1255269 and Gold X and their respective successors and permitted assigns.
(b) Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by Gold X without the prior written consent of 1255269. Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by 1255269 without the prior written consent of Gold X.

7.10 Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

7.11 Governing Law

(a) This Agreement will be governed by and interpreted and enforced in accordance with the Laws of the Province of British Columbia and the federal Laws of Canada applicable therein.

(b) Each Party irrevocably attorns and submits to the non‐exclusive jurisdiction of the British Columbia courts situated in the City of Vancouver and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

7.12 Rules of Construction

The Parties waive the application of any Law or rule of construction providing that ambiguities in any agreement or other document shall be construed against the Party drafting such agreement or other document.

7.13 Counterparts

This Agreement may be executed in any number of counterparts(including counterparts by facsimile) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed electronic copy of this Agreement, and such executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

[Remainder of page intentionally left blank. Signature page follows.]

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

1255269 B.C. LTD.

By: "Jeffrey Zicherman"

Name: Jeffrey Zicherman Title: CEO

GOLD X MINING CORP.

By: Name: Title: Bassam Moubarak Chief Financial Officer "Bassam Moubarak"

SCHEDULE "A"

REPRESENTATIONS AND WARRANTIES OF GOLD X

1. Organization and Qualification. Gold X is a corporation incorporated, validly existing and in good standing under the Laws of British Columbia and has all requisite power and authority to own, lease and operate its assets and properties and conduct its business as now owned and conducted.
1. Corporate Authorization. Gold X has the requisite corporate power, capacity and authority to enter into and perform its obligations under this Agreement and the Closing Documents to which it is a party. Gold X has taken The execution, delivery and performance by Gold X of its obligations under this Agreement and the Closing Documents to which it is a party and the consummation of the Transaction and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Gold X and no other corporate proceedings on the part of Gold X are necessary to authorize this Agreement, the Closing Documents to which it is a party or the consummation of the Transaction and the other transactions contemplated hereby and thereby.
1. Execution and Binding Obligation. This Agreement has been, and each Closing Document to which Gold X will be a party, when executed and delivered, will be, duly executed and delivered by Gold X, and constitutes or will constitute a legal, valid and binding agreement of Gold X, enforceable against it in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
1. Governmental Authorization. The execution, delivery and performance by Gold X of its obligations under this Agreement and each Closing Document to which Gold X will be a party and the consummation of the Transaction and the other transactions contemplated hereby and thereby do not require any Authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity by Gold X, including the approval of the TSX Venture Exchange.
1. Non‐Contravention. The execution, delivery and performance by Gold X of its obligations under this Agreement and each Closing Document to which Gold X will be a party and the consummation of the Transaction and the other transactions contemplated hereby and thereby do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):
(a) contravene, conflict with, or result in any violation or breach of Gold X's notice of articles or articles;
(b) assuming compliance with the matters referred to in Paragraph 4 of this Schedule "A", contravene, conflict with or result in a violation or breach of Law;
(c) allow any Person to exercise any rights,require any consent or other action by any Person, or constitute a default under, or cause or permit the termination, cancellation,

acceleration or other change of any right or obligation or the loss of any benefit to which (i) a Purchased Corporation is entitled (including by triggering any rights of first refusal or first offer, change in control provision or other restriction or limitation) under any Contract or any Authorization to which a Purchased Corporation is a party or by which a Purchased Corporation is bound relating to the Assets or the business or operations contemplated to be carried on in respect thereof; or (ii) Gold X is entitled (including by triggering any rights of first refusal or first offer, change in control provision or other restriction or limitation) under the Joint Venture Agreement or Joint Venture Interest Purchase Agreement;

(d) result in the creation or imposition of any Encumbrance upon any of the Assets or Purchased Assets.
(e) require the consent of any third person, other than the Owner pursuant to the Joint Venture Agreement.
1. No Other Agreements for Purchased Assets. Except for 1255269's right under this Agreement, no Person has any contract, option or warrant or any right or privilege capable of becoming such for the purchase or acquisition of or any right, title or interest in or to the Purchased Assets from Gold X.
1. Ownership of Purchased Shares. The Purchased Shares are owned by Gold X as the registered and beneficial owner with good title, free and clear of all Encumbrances other than those restrictions on transfer, if any, contained in the constating documents of Arcadian. The Purchased Shares represent all of the issued and outstanding securities of Arcadian and there are outstanding rights held by any other Person to acquire any shares or ownership interest in Arcadian. Upon completion of the Transaction as contemplated by this Agreement, 1255269 will have good and valid title to the Purchased Shares, free and clear of all Encumbrances other than (i) those restrictions on transfer, if any, contained in the constating documents of Arcadian, and (ii) Encumbrances granted by 1255269.
1. Ownership of Industrias Argentum. Arcadian is the direct, sole, legal and beneficial owner of all of the issued and outstanding shares or other ownership interest in and to Industrias Argentum of all Encumbrances other than those restrictions on transfer, if any, contained in the constating documents of Arcadian and there are outstanding rights held by any other Person to acquire any shares or ownership interest in Industrias Argentum.
1. No Other Subsidiaries. Neither of the Purchased Corporations owns, or has any interest in any shares or has an ownership interest in, any other Person.
1. Ownership of Purchased Interest. Gold X is the sole, legal and beneficial owner of, and has good and marketable title to, and all right, title and interest in and to the JV Interest, free and clear of all Encumbrances other than the Existing Encumbrances. Upon completion of the Transaction contemplated hereby 1255269 will hold directly and indirectly a 100% interest in the Joint Venture free and clear of all Encumbrances other than the Existing Encumbrances.
1. Ownership of Assets. The Purchased Corporations are the sole, legal and beneficial owners of, and have good and marketable title to, and all right, title and interest in and to the Assets and no

Person has any agreement or option or any right or privilege capable of becoming an agreement or option for the purchase of any of the Assets.

12. Joint Venture Agreement.

(a) The Joint Venture Agreement is in good standing, and is in full force and effect, unamended and is enforceable in accordance with its terms, and neither Gold X nor any of its Affiliates (including Industrias Argentum) has sent or received any notice of default, breach or termination relating to or in connection with the Joint Venture Agreement;
(b) Neither Gold X nor Industrias Argentum is in default under, and there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute such a default under, the Joint Venture Agreement. There are no current or pending negotiations on the part of Gold X or Industrias Argentum with respect to the termination or amendment of the Joint Venture Agreement.
(c) To the knowledge of Gold X, the Owner is not in default under, and there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute such a default under, the Joint Venture Agreement. To the knowledge of Gold X, there is no current intention on the part of Industrias Argentum to terminate or alter the Joint Venture Agreement.
1. Organization and Qualification of the Purchased Corporations. Each Purchased Corporation is a corporation incorporated and existing under the laws of its formation, and has all requisite power and authority to own, lease and operate its assets and properties and conduct its business as now owned and conducted. Each Purchased Corporation is qualified, licensed or registered to carry on business and is in good standing in each jurisdiction in which such qualification, licensing or registration is necessary except to the extent that any failure of the Purchased Corporation to be so qualified, licensed or registered or to be in good standing would not materially affect the Assets, the business or operations contemplated to be carried on in respect thereof or the liabilities, obligations or prospects related thereto, and has all Authorizations required to own, lease and operate the Assets and to conduct its business as now owned and conducted in respect of the Assets.
1. Liabilities. There are no liabilities or obligations of the Purchased Corporations of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise which relate in any way to the Purchased Assets, the business or operations contemplated to be carried on in respect thereof or the liabilities, obligations or prospects related thereto, other than liabilities or obligations accrued, but not yet due or payable, through to the Closing, or liabilities or obligations relating to Permitted Encumbrances.
1. Absence of Certain Changes or Events. Other than the transactions contemplated in this Agreement, the business of each Purchased Corporation as it relates to the Assets has been conducted in the Ordinary Course and there has not been any event, circumstance or occurrence which has had or would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.
1. Compliance with Laws. Each Purchased Corporation has been in compliance in all material respects with Law in connection with the ownership, use, maintenance and operation of the

Assets. No Purchased Corporation has been charged with nor, to the knowledge of Gold X, is under any investigation with respect to or threatened to be charged with, nor has any Purchased Corporation received notice of, any violation or potential violation of any Law or disqualification by a Governmental Entity in connection with the ownership, use, maintenance and operation of the Assets.

17. Property Matters.

(a) Neither Gold X, Industrias Argentum (nor any Affiliate thereof) nor the Joint Venture have any rights or interest in respect of the Property Area or hold any Authorizations with respect to the Property Area, other than as set forth in the Joint Venture Agreement and Joint Venture Interest Assignment Agreement (the "Property Rights").
(b) Other than the Property Rights neither of the Purchased Corporations owns or has any interest in any real property or mineral interest or rights.
(c) There are no royalty or similar obligations in place with respect to the Property Area, other than the Existing Royalty.
(d) There are no back‐in rights, earn‐in rights, rights of first refusal or similar provisions or rights which would affect the Property Area, other than as set forth in the Joint Venture Agreement.
(e) To the knowledge of Gold X, all work required to be performed and filed in respect of the Property Area has been performed and filed, all Taxes, rentals, fees, expenditures and other payments in respect thereof which were due to be paid on or before the Closing have been paid in full or incurred and all filings in respect thereof have been made.
(f) To the knowledge of Gold X, there is no material adverse claim, known, threatened or in process, against or challenge to the title to or ownership of the Property Area or the rights or interests of Gold X, Industrias Argentum (and any Affiliate thereof) or the Joint Venture in the Property Area, including any asserted rights from native, First Nation or indigenous persons, tribal or native authorities, communities or groups, and Governmental Entities and the Purchased Corporations have complied in all material respects with all legislative requirements and any contractual obligations in relation to claims of such persons.
(g) To the knowledge of Gold X, no portion of the Property Area is within any protected area, conservation area, rescued area, reserve, reservation, reserved area, resource management zones or special needs lands as designated by any Governmental Entity which could materially impair the operation and development of the Property Area.
(h) Gold X does not know of any claim or the basis for any claim that could reasonably be expected to materially and adversely affect the right of the Purchased Corporations or the Joint Venture to use, transfer or otherwise explore, develop or mine mineral deposits on the Property. Area.
(i) No legal or governmental proceedings or inquiries are pending to which a Purchased Corporation or the Joint Venture is a party or to which the Property Area is subject that would result in the revocation or modification of any Authorization related to the

Property Area, or necessary for the business or operations contemplated to be carried on in respect thereof and, to the knowledge of Gold X, no such legal or governmental proceedings or inquiries are pending, threatened or being contemplated.

(j) All exploration, development and mining activities on the Property Area by the Purchased Corporations or their Representatives have been conducted in all material respects in accordance with good exploration practices and all applicable workers' compensation and health and safety and workplace Laws, regulations and policies have been complied with in all material respects.
(k) To the knowledge of Gold X, there is no appropriation, expropriation or seizure by any Governmental Entity of the Mining Title that is pending or threatened.

18. Environmental Matters.

(a) Neither Gold X nor to the knowledge of Gold X, any Purchased Corporation been or is currently in violation of, in connection with the ownership, use, maintenance, operation, closure or remediation of the Property Area, in any material respect, any Environmental Laws.
(b) Without limiting the generality of Paragraph 18(a), neither Gold X nor any of the Purchased Corporations has any knowledge of, and has not received any notice of, any claim, judicial or administrative proceeding, pending or threatened against, or which may affect, either a Purchased Corporation or any of its property, assets or operations, relating to, or alleging any violation of, any Environmental Lawsin connection with the ownership, use, maintenance, operation, closure or remediation of the Property Area. Gold X is not aware of any facts or conditions which could give rise to any such claim or judicial or administrative proceeding. No Purchased Corporation, nor any of their property, assets or operations which relate to the Assets is the subject of any investigation, evaluation, audit or review by any Governmental Entity to determine whether any violation of any Environmental Laws has occurred or is occurring or whether any remedial action is needed in connection with a Release of any Hazardous Substances into the Environment, except for compliance inspections conducted in the normal course by any Governmental Entity.
(c) There are no orders, rulings or directives issued, pending or, to the knowledge of Gold X, threatened against any Purchased Corporation in connection with the ownership, use, maintenance or operation of the Property Area under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to the Property Area.
(d) There are no costs, damages or other liabilities, to the knowledge of Gold X, arising from or related to: (i) the presence, emission, migration, disposal, Release or threatened Release of any Hazardous Substances (including any investigation, assessment, remediation, monitoring or other work), whether on or off site, in respect of the Property Area that have been, are being or may reasonably be incurred; (ii) and neither the Property Area nor any of the Assets have been used for the disposal of waste, Release or transportation of, any substance, material or waste in violation of any Environmental

Laws, or that may reasonably adversely affect the use or value of the Property Area or otherwise result in liability.

1. Restrictions on Conduct of Business. No Purchased Corporation is a party to or bound by any non‐ competition agreement, any non‐solicitation agreement, or any other agreement, obligation, judgment, injunction, order or decree which purports to limit in any material respect the manner or the localities in which all or any portion of the business or operations contemplated to be carried on in respect of the Assets or Property Area may be conducted.
1. Litigation. There are no claims, actions,suits, arbitrations, inquiries, investigations or proceedings pending, or, to the knowledge of Gold X threatened against or relating to Gold X that might affect the Assets or the Purchased Assets, the business or operations contemplated to be carried on in respect thereof or the liabilities, obligations or prospects related thereto and there no claims, actions, suits, arbitrations, inquiries, investigations or proceedings pending, or, to the knowledge of Gold X threatened against or relating to either of the Purchased Corporations.

21. Taxes.

(a) As at Closing, the Purchased Corporations will have paid or properly accrued for all Taxes which are due and payable by them on or before the date thereof, including any Taxes in respect of the Property Area, the Assets, and the Purchased Assets and have properly and in a timely manner filed all required tax returns and social security declarations to the relevant authorities in accordance with applicable Laws.
(b) To the knowledge of Gold X, there are no proceedings, investigations, audits or claims now pending or threatened against either of the Purchased Corporation in respect of any Taxes, and there are no matters under discussion, audit or appeal with any Governmental Entity relating to Taxes.
1. Books and Records. The Books and Records of the Purchased Corporations, fairly and correctly reflect in all material respects all material financial transactions of the Purchased Corporations in conformity with accounting patterns usually accepted in Panama or Colombia, as the case may be.
1. Material Agreements and Obligations. Neither of the Purchased Corporations have entered into any material agreements that affects, directly or indirectly, the Assets or Purchased Assets or the Property Area. To the knowledge of Gold X, none of the Purchased Corporation is in violation of its constating documents or in default of the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, trust deed, mortgage, loan agreement, note, lease or other agreement or instrument to which it is a party or by which any of its property may be bound.
1. Compliance with Anti‐Corruption Laws. None of Gold X (in respect of its activities relating to the Purchased Corporations) or, to the knowledge of Gold X, the Purchased Corporations or any of their respective representatives or joint venture partners, in carrying out or representing the business of Gold X (in respect of its activities relating to the Purchased Corporations) and the Purchased Corporations anywhere in the world, have violated any provision of Canada's Corruption of Foreign Public Officials Act, the U.S. Foreign Corrupt Practices Act or the anti‐ corruption laws of any other jurisdiction where such business is carried on.
1. Information. Gold X has provided 1255269 with all material documents and information available to and in possession of Gold X in respect of the Purchased Assets, the Property Area and the Mining Title and Gold X has all right, title and authority to disclose to 1255269 all such documents and information.
1. Disclosure. The representations and warranties of Gold X contained in this Agreement and in any other document delivered under this Agreement are true and correct and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained in those representations and warranties not misleading to a prospective purchaser of the Assets.
1. Residency. Gold X is not a non‐resident of Canada for the purposes of the Tax Act.

SCHEDULE "B"

REPRESENTATIONS AND WARRANTIES OF 1255269

1. Organization and Qualification. 1255269 is a corporation incorporated, validly existing and in good standing under the Laws of British Columbia and has all requisite power and authority to own, lease and operate its assets and properties and conduct its business as now owned and conducted.
1. Corporate Authorization. 1255269 has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance by 1255269 of its obligations under this Agreement and the consummation of the Transaction, and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of 1255269 and no other corporate proceedings on the part of 1255269 are necessary to authorize this Agreement or the consummation of the Transaction and the other transactions contemplated hereby.
1. Execution and Binding Obligation. This Agreement has been duly executed and delivered by 1255269, and constitutes a legal, valid and binding agreement of 1255269 enforceable against them in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
1. Governmental Authorization. The execution, delivery and performance by 1255269 of its obligations under this Agreement and the consummation of the Transaction and the other transactions contemplated hereby do not require any Authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity by 1255269 other than any Authorizations which, if not obtained, or any other actions by or in respect of, or filings with, or notifications to, any Governmental Entity which, if not taken or made, would not, individually or in the aggregate, materially impede the ability of 1255269 to consummate the Transaction.
1. Non‐Contravention. The execution, delivery and performance by 1255269 of its obligations under this Agreement and the consummation of the Transaction hereby does not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):
(a) contravene, conflict with, or result in any violation or breach of the organizational documents of 1255269; or
(b) assuming compliance with the matters referred to in Paragraph 4 of this Schedule "B", contravene, conflict with or result in a violation or breach of Law.

SCHEDULE "C"

PROPERTY

Description

Mining Title No. RPP‐140 Ñemeñeme of 2871.4524 ha (identified by the National Mining Agency as file number R140011 and in the National Mining Cadastre as EDKE‐01).

Map of Property