DFR Gold Inc. — Capital/Financing Update 2021

May 6, 2021

30 April 2021

Dated

SPIRIT RESOURCES SARL

and

DIAMOND FIELDS RESOURCES INC.

Loan Agreement

TABLE OF CONTENTS

	TABLE OF CONTENTS
1.	DEFINITIONS AND INTERPRETATION ............................................................... 1
2.	THE FACILITY ........................................................................................................ 2
3.	PURPOSE ................................................................................................................. 2
4.	DRAWING ............................................................................................................... 2
5.	INTEREST ................................................................................................................ 2
6.	COSTS ...................................................................................................................... 3
7.	REPAYMENT .......................................................................................................... 3
8.	PAYMENTS ............................................................................................................. 3
9.	EVENT OF DEFAULT ............................................................................................. 4
10.	CALCULATIONS AND CERTIFICATES ............................................................... 4
11.	AMENDMENTS, WAIVERS, CONSENTS AND REMEDIES ................................ 4
12.	SEVERANCE ........................................................................................................... 5
13.	ASSIGNMENT ......................................................................................................... 5
14.	COUNTERPARTS .................................................................................................... 5
15.	THIRD PARTY RIGHTS .......................................................................................... 5
16.	GOVERNING LAW AND JURISDICTION ............................................................. 5
17.	RIGHT TO INSPECT................................................................................................ 6
SCHEDULE 1 : Drawdown Request .................................................................................... 8

20210429-Spirit DFR - Loan Agreement

THIS LOAN AGREEMENT (the “Agreement”) IS MADE ON THE 30[th] DAY OF APRIL 2021

BETWEEN

• (1) DIAMOND FIELDS RESOURCES INC. incorporated and registered in British Columbia whose head office is at Lot 223, Le Mahe, Beau Vallon, Mauritius, 50810 (the " Borrower "); and

• (2) SPIRIT RESOURCES SARL of 25B Boulevard Royale, Luxembourg L2449, Grand Duchy De Luxembourg (the " Lender ").

IT IS HEREBY AGREED

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

The following definitions apply in this Agreement.

" Availability Period " means a period of 30 days from the date of execution of this Agreement.

" Business Day " means a day other than a Saturday, Sunday or public holiday in London, New York or Mauritius.

" Dollars " and " $ " means the lawful currency of the United States of America.

" Drawdown Date " means the date on which the Loan is to be made.

" Drawdown Request " means a drawdown request, substantially in the form set out in Schedule 1.

" Event of Default " means any of the following:

1. Failure to make a payment in full when it is due;

2. Insolvency of the Borrower;

3. Any other event or circumstance which the Lender, acting reasonably, believes has prejudiced or limited, or would prejudice or limit, the Borrower's ability to repay the Loan.

" Facility " means the term loan facility made available under this Agreement.

" Final Repayment Date " means April 29, 2022.

" Loan " means the principal amount, plus accrued interest, loaned by the Lender to the Borrower under this Agreement or (as the context requires) the principal amount plus accrued interest outstanding for the time being of that loan.

Page 1 of 8

20210429-Spirit DFR - Loan Agreement

" Total Facility Amount " means the maximum principal amount of the Facility referred to in clause 2.

• 1.2 The Schedule forms part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedule.

2. THE FACILITY

The Lender grants to the Borrower an unsecured Dollar term loan facility of a total principal amount not exceeding $1,000,000 (one million Dollars) on the terms, and subject to the conditions, of this Agreement.

3. PURPOSE

• 3.1 The Borrower shall use all money borrowed under this Agreement for general corporate purposes.

• 3.2 The Lender may, but is not obliged, to monitor or verify how any amount advanced under this Agreement is used.

4. DRAWING

• 4.1 Subject to the provisions of this Agreement, the Borrower may, on any Business Day during the Availability Period, draw down on the Loan by sending to the Lender (no later than 11.00 a.m. (London time) on the Business Day before the proposed Drawdown Date) a duly completed Drawdown Request.

• 4.2 The Drawdown Request will be irrevocable and, subject to the provisions of this Agreement, the Lender will allow and effect the drawdown of the Loan on the Drawdown Date specified in the Drawdown Request.

• 4.3 The aggregate amount of the Loan shall not exceed the Total Facility Amount.

• 4.4

• Only a single Loan may be made under this Agreement.

• 4.5 Any amount of the Facility not drawn down during the Availability Period will automatically be cancelled.

5.

INTEREST

• 5.1 The Borrower shall pay simple interest on the Loan at the rate of eight percent (8%) per annum as from the Drawdown Date.

• 5.2

• Interest shall accrue daily.

• 5.3 If the Borrower fails to make any payment due under this Agreement on the due date for payment, interest on the unpaid amount shall accrue daily, from the date of nonpayment to the date of actual payment, at 2% above the rate specified in clause 5.1. Interest accrued under this clause 5.3 shall be immediately payable by the Borrower on demand by the Lender.

Page 2 of 8

20210429-Spirit DFR - Loan Agreement

6. COSTS

• 6.1 Each party shall bear its own costs in connection with the negotiation and amendment of this Agreement.

• 6.2 The Borrower shall pay any stamp, documentary and other similar duties and taxes to which this Agreement may be subject or give rise and shall indemnify the Lender against any losses or liabilities which it may incur as a result of any delay or omission by the Borrower in paying any such duties or taxes.

7. REPAYMENT

• 7.1 Subject to the provisions of this Agreement, the Borrower shall repay the Loan in full on or before the Final Repayment Date.

• 7.2 Prior to the Final Repayment Date, upon receipt of the proceeds of any debt, equity or other financing of the Borrower or its business, all such proceeds shall first be used to repay the outstanding balance of the Loan, and such repayment shall first be applied to accrued interest and then to principal. Borrower shall not use such proceeds for any other purpose unless and until the Loan has been repaid in full.

• 7.3 Prior to the Final Repayment Date, the Borrower may prepay part or all of the accrued interest and principal upon three Business Days written notice to the Lender. All such payments shall first be applied to accrued interest and then to principal.

• 7.4 Any prepayment of the Loan pursuant to clause 7.2 or clause 7.3 shall be made without premium or penalty.

8. PAYMENTS

• 8.1 All payments made by the Borrower under this Agreement shall be in Dollars and in immediately available cleared funds to the Lender at such account as the Lender may notify the Borrower.

• 8.2 If any payment becomes due on a day that is not a Business Day, the due date of such payment will be extended to the next succeeding Business Day, or if that Business Day falls in the following calendar month, such due date shall be the immediately preceding Business Day.

• 8.3 All payments made by the Borrower under this Agreement shall be made in full, without set-off, counterclaim or condition and free and clear of and without any deduction or withholding, provided that if the Borrower is required by law or regulation to make such deduction or withholding, it shall:

• 8.3.1 ensure that the deduction or withholding does not exceed the minimum amount legally required;

• 8.3.2 pay to the relevant taxation, or other authorities, as appropriate, the relevant deduction or withholding;

• 8.3.3 furnish to the Lender, within the period for payment permitted by the relevant law, either:

Page 3 of 8

20210429-Spirit DFR - Loan Agreement

• (a) an official receipt of the relevant taxation authorities involved in respect of all amounts so deducted or withheld; or

• (b) if such receipts are not issued by the taxation authorities concerned on payment to them of amounts so deducted or withheld, a certificate of deduction or equivalent evidence of the relevant deduction or withholding; and

• 8.3.4 pay to the Lender such additional amount as is necessary to ensure that the net full amount received by the Lender after the required deduction or withholding is equal to the amount that the Lender would have received had no such deduction or withholding been made.

9. EVENT OF DEFAULT

Upon the occurrence an Event of Default, the Lender may, by written notice to the Borrower:

• (a) cancel all outstanding obligations of the Lender under this Agreement whereupon they shall immediately be cancelled;

• (b) declare that the Loan (and all accrued interest and all other amounts accrued or outstanding under this Agreement) is immediately due and payable, whereupon they shall become immediately due and payable; and/or

• (c) declare that the Loan be payable on demand, whereupon it shall immediately become payable on demand by the Lender

Except for the written notice set out above, the Borrower hereby waives all requirements of presentment, protest, demand, notice of dishonour or non-payment, and intent to accelerate and acceleration.

10. CALCULATIONS AND CERTIFICATES

• 10.1 Any interest under this Agreement shall accrue on a day-to-day basis, calculated according to the number of actual days elapsed and a year of 360 days.

• 10.2 If the Lender issues any certificate, determination or notification of a rate or any amount payable under this Agreement, it shall be conclusive evidence (in the absence of manifest error) of the matter to which it relates and shall contain reasonable details of the basis of the determination.

11. AMENDMENTS, WAIVERS, CONSENTS AND REMEDIES

• 11.1 No amendment of this Agreement shall be effective unless it is in writing and signed by, or on behalf of, each party to it (or its authorised representative).

• 11.2 A waiver of any right or remedy under this Agreement or by law, or any consent given under this Agreement is only effective if given in writing by the waiving or consenting party and shall not be deemed a waiver of any other breach or default. It only applies in the circumstances for which it is given and shall not prevent the party giving it from subsequently relying on the relevant provision.

Page 4 of 8

20210429-Spirit DFR - Loan Agreement

• 11.3 A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, prevent or restrict any further exercise of that or any other right or remedy or constitute an election to affirm this Agreement. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy. No election to affirm this Agreement by the Lender shall be effective unless it is in writing.

• 11.4 The rights and remedies provided under this Agreement are cumulative and are in addition to, and not exclusive of, any rights and remedies provided by law.

12. SEVERANCE

If any provision (or part of a provision) of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision (or part of a provision) shall be deemed deleted. Any modification to or deletion of a provision (or part of a provision) under this clause shall not affect the legality, validity and enforceability of the rest of this Agreement.

13. ASSIGNMENT

Borrow may not assign any of its rights or transfer any of its rights and obligations under this Agreement without the written consent of the Lender. Lender may assign this the rights or transfer any of its rights and obligations under this Agreement without the written consent of the Borrower.

14. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute one Agreement.

15. THIRD PARTY RIGHTS

• 15.1 Unless it expressly states otherwise, this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

• 15.2 The rights of the parties to rescind or agree any amendment or waiver under this Agreement are not subject to the consent of any other person.

16. GOVERNING LAW AND JURISDICTION

• 16.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Texas.

• 16.2 Each party irrevocably agrees that, subject as provided below, the courts of Texas shall have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) that arises out of or in connection with this Agreement or its subject matter or formation. Nothing in this clause shall limit the right of the Lender to take proceedings against the Borrower in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of

Page 5 of 8

20210429-Spirit DFR - Loan Agreement

proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

17. RIGHT TO INSPECT

So long as any accrued interest or principal is unpaid, Lender shall have the right to access for inspection, at any time or times hereafter during Borrower's usual business hours, or during the usual business hours of any third-party having control over Borrower's and any of its subsidiaries’ Books and records. Additionally, to the fullest extent permitted by law, Borrower shall timely provide Lender, upon written request, any information requested by Lender which, in Lender’s sole determination, is required by Lender to ascertain the condition of the Borrower and its ability to repay the Loan. Furthermore, Lender shall have the right, upon reasonable notice, to inspect any mining or other business operations and facilities of the Borrower.

Remainder of page left blank intentionally

Signatures on next page

Page 6 of 8

20210429-Spirit DFR - Loan Agreement

IN WITNESS WHEREOF this document has been executed and delivered on the date first stated above.

DIAMOND FIELDS RESOURCES, INC.

• By: “ Sybrand van der Spuy” Sybrand van der Spuy, CEO

SPIRIT RESOURCES SARL

• By: “ Audrey Richardson” Audrey Richardson, Corporate Secretary

Page 7 of 8

20210429-Spirit DFR - Loan Agreement

SCHEDULE 1 : Drawdown Request

To: The Lender Date: April 30, 2021

$1,000,000 Facility Agreement April 30, 2021, between Spirit Resources SARL and Diamond Fields Resources Inc. (the Facility Agreement)

We refer to the Facility Agreement. This is a Drawdown Request. Words and expressions defined in the Facility Agreement have the same meaning in this Drawdown Request.

We give you notice that we wish to draw down the following Loan on :

Amount: US$1,000,000.00 Drawdown Date: As soon as possible within the Availability Period , SPIRIT to Confirm

The Loan is to be made available by credit to:

BANK NAME : BANK OF MONTREAL BANK ADDRESS : Mall Level, 595 Burrard Street, Vancouver, BC V7X 1L7 USD Account No. : 0004 4635-883 Beneficiary : Diamond Fields Resources Inc.

This Drawdown Request is irrevocable.

...........................................

For and on behalf of:

DIAMOND FIELDS RESOURCES, INC .

Signed by Sybrand van der ............................. Spuy, for and on behalf of DIAMOND FIELDS Director RESOURCES, INC.

SPIRIT RESOURCES SARL

Signed by Mrs. Audrey ............................. Richardson, for and on behalf of SPIRIT Director RESOURCES SARL

Page 8 of 8