DFR Gold Inc. — M&A Activity 2021

Aug 31, 2021

Execution Version

DATED

24 August

2021

DIAMOND FIELDS RESOURCES INC.

AND

BRIAN KIERNAN

SHARE EXCHANGE AGREEMENT

Fasken Martineau LLP

15th Floor, 125 Old Broad Street, London, EC2N 1AR Telephone: +44 (0) 20 7917 8500

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SHARE EXCHANGE AGREEMENT

THIS AGREEMENT is made as of 24 August, 2021 (the “ Agreement ”)

BETWEEN:

BRIAN KIERNAN an individual residing at Rockfield, Proby Square, Blackrock, Co. Dublin, Ireland (hereinafter called “ Kiernan ”);

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DIAMOND FIELDS RESOURCES INC. a corporation duly incorporated under the laws of British Columbia, Canada with registration number 86832 6794 RC0001 and head office address of Lot 223, Le Mahe, Beau Vallon, Mauritius, 5081 (hereinafter called “ TSXCO ”).

WHEREAS Kiernan is the legal and beneficial owner of the MOY Kiernan Shares, the MOY Kiernan Options, 100,000 MOY Director Options and 70,000 MOY Kiernan Warrants (all as defined herein).

WHEREAS TSXCO has agreed to purchase, and Kiernan has agreed to sell to TSXCO, the Subject Shares (as defined herein) in consideration of the Consideration Shares (as defined herein).

NOW, THEREFORE, in consideration of, among other things, the mutual promises contained in this Agreement, the Parties agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement, unless the context otherwise requires, the following words and expressions have meanings as follows:

• (a) “ Applicable Securities Laws ” means, collectively, all applicable securities laws of each of the Reporting Jurisdictions and the respective rules and regulations under such laws together with applicable published instruments, notices and orders of the securities regulatory authorities in the Reporting Jurisdictions, and the rules and policies of the TSXV;

• (b) “ Affiliate ” means any person which directly or indirectly Controls, is Controlled by, or is under common Control with, a person;

• (c) “ AIMCO ” means Panthera Resources Plc, a company incorporated in England and Wales with company number 10953697 and its registered office at Salisbury House, London Wall, London, United Kingdom, EC2M 5PS;

• (d) “ AIMCO Agreement ” means the “Go-Forward Agreement” dated the date hereof between TSXCO and AIMCO attached hereto as Schedule 2;

• (e) “ AIMCO Conditions ” means the Conditions, as defined in the AIMCO Agreement;

• (f) “ Board ” means the board of directors of the Company as constituted from time to time;

• (g) “ Burkina Faso Properties ” means the Wuo Land Property, the Daramandougou I Property and the Wuo-NE Property;

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• (h) “ Business Day ” means any day other than a Saturday, Sunday or statutory or civic holiday in the city of London, England or Vancouver or Toronto, Canada;

• (i) “ Claim ” means any claim, action, damage, loss, liability, cost, charge, expense, outgoing, payment or demand of any nature and whether present or future, fixed or unascertained, actual or contingent and whether at law, in equity, under statute, contract or otherwise;

• (j) “ Closing ” has the meaning given in clause 6.1;

• (k) “ Closing Date ” has the meaning given in clause 6.1;

• (l) “ Closing Time ” has the meaning given in clause 6.1;

• (m) “ Company ” means Moydow Holdings Limited, a company duly incorporated under the laws of the British Virgin Islands with company number 2014068 and its registered office at Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands, holding, directly or indirectly, the Properties;

• (n) “ Company Accounts ” means the audited consolidated financial information of the Company in respect of the financial years ended 31 December 2019 and 31 December 2020, respectively;

• (o) “ Company Group ” means the Company, Gurara and each of their respective Affiliates;

• (p) “ Company Operations ” means every kind of work done, or activity performed by the Company on or in respect of the Company Properties;

• (q) “ Company Properties ” means the mineral tenements described in Schedule 1 and “ Property ” shall mean any one of them;

• (r) “ Confidential Information ” has the meaning given in clause 8.2(a);

• (s) “ Consideration Shares ” means 55,141,000 TSXCO Shares plus such number of TSXCO Shares as is equal to the number of MOY Shares acquired upon the exercise of MOY Kiernan Warrants prior to Closing multiplied by 16.46;

• (t) “ Control ” means, in relation to any person, possession, directly or indirectly, of the power to direct or cause direction of management and policies of that person through ownership of voting securities, contract, voting trust or otherwise;

• (u) “ Dagma Property ” means the mineral tenement known as “Dagma”, further details of which are set out in Schedule 1;

• (v) “ Daramandougou I Property ” means the mineral tenement known as “Daramandougou I”, further details of which are set out in Schedule 1

• (w) “ Dext Property ” means the mineral tenement known as “Dext”, further details of which are set out in Schedule 1;

• (x) “ Encumbrance ” means any mortgage, charge, pledge, hypothecation, security interest, assignment, lien (statutory or otherwise), charge, title retention agreement or arrangement, option, licence or licence fee, royalty, production payment, restrictive covenant or other encumbrance of any nature or any agreement to give or create any of the foregoing;

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• (y) “ Escrow Agreement ” means the escrow agreement dated 4 June 2021 among Boudo Aristide Jean Clément, EXMA, Moydow BF Limited and SCP Yanogo Bobson in connection with the Option Agreement;

• (z) “ Governmental Authority ” means any government, parliament, legislature, or any regulatory authority, agency, commission or board of any government, parliament or legislature, or any court or (without limitation to the foregoing) any other law, regulation or rule-making entity (including any central bank, fiscal or monetary authority or authority regulating banks), having or purporting to have jurisdiction in the relevant circumstances, or any Person acting or purporting to act under the authority of any of the foregoing (including any arbitrator);

• (aa) “ GSM Agreement ” means the joint venture agreement dated 14 January 2021 among Golden Spear Mali SARL and Panthera Mali Resources SARL in respect of the Kalaka Property;

• (bb) “ Gurara ” means Gurara Holdings Limited, a company duly incorporated under the laws of the British Virgin Islands with company number 2014086 and its registered office at Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands;

• (cc) “ Gurara Property ” means the Dagma Property, Dext Property and Paimasa Property;

• (dd) “ Interim Period ” means the period from (and including) the date of this Agreement up to (and including) the Closing Date;

• (ee) “ Kalaka Property ” means the mineral tenement known as “Kalaka”, further details of which are set out in Schedule 1;

• (ff) “ Kiernan Warranties ” means the warranties given by Kiernan pursuant to clause 3.2;

• (gg) “ Material Adverse Effect ” means any event, change, circumstance, fact, or state of being which could reasonably be expected to have a significant and adverse effect on the assets, liabilities (absolute, accrued, contingent or otherwise), affairs, business, capital, condition (financial or otherwise), contractual arrangements, operations, permits, properties or prospects of, as applicable, the TSXCO Group or the Company Group, in each case taken as a whole provided that it shall not include any such event, change or effect resulting from: (i) the announcement of the execution of this Agreement or the transactions contemplated herein or the performance of the covenants and obligations herein; or (ii) any action taken by TSXCO at the request of Kiernan, by the Company at the request of TSXCO or as required under this Agreement, or the failure to take any action prohibited by this Agreement;

• (hh) “ Material Fact ” in relation to any party hereto includes, without limitation, any fact that materially affects, or would reasonably be expected to have a material effect on, the market price or value of the shares or of the business of such party;

• (ii) “ MOY Director Options ” means 500,000 options to acquire MOY Shares at an exercise price of US$1.00 (per MOY Share so acquired), held by David Reading, Mark Bolton, James Hannon, Brian Kiernan and Albert Gourley as to equal parts;

• (jj) “ MOY Exchange Condition ” has the meaning given to it in the AIMCO Agreement;

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• (kk) “ MOY Kiernan Options ” means 250,000 options to acquire MOY Shares at an exercise price of US$1.00 (per MOY Share so acquired), held by Kiernan (which are in addition to the 100,000 MOY Director Options held by Kiernan);

• (ll) “ MOY Kiernan Shares ” means 3,000,000 MOY Shares currently owned by Kiernan;

• (mm) “ MOY Shares ” means ordinary shares of the Company;

• (nn) “ MOY Kiernan Warrants ” means 70,000 MOY Warrants exercisable for 70,000 MOY Shares at a price of US$3.50 per MOY Share until 31 December 2021;

• (oo) “ MOY Warrants ” means warrants to purchase MOY Shares;

• (pp) “ Option Agreement ” means the option agreement dated 5 November 2020 among Boudo Aristide Jean Clément, EXMA, the Company and AIMCO in respect of Wuo Land Property, Daramandougou I Property and Wuo-NE Property, as novated from the Company to Moydow BF Limited on 4 June 2021;

• (qq) “ Paimasa Property ” means the mineral tenement known as “Paimasa”, further details of which are set out in Schedule 1;

• (rr) “ Parties ” means Kiernan and TSXCO and “Party” means either one of them;

• (ss) “ Person ” means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative or Governmental Authority;

• (tt) “ Personnel ” means, in relation to the Company, any of its or its Affiliates’ directors, officers, employees and consultants involved either directly or indirectly in the performance of the Party’s obligations under this Agreement;

• (uu) “ Purchase Agreement ” means the asset purchase agreement among Kiernan, Panthera Resources PLC and the Company dated 21 July 2020;

• (vv) “ PW Agreement ” means the corporate joint venture agreement dated 20 July 2020 among the Company, Zinariya Mining Limited, Gurara and PW Nigeria and to be assigned by the Company to Moydow M Limited;

• (ww) “ PW Nigeria ” means PW Nigeria Mining Limited, a company duly incorporated under the laws of the Federal Republic of Nigeria with its registered office at Plot 9, Outer Northern Expressway Maitama, Abuja, FCT, Nigeria;

• (xx) “ Receiving Party ” has the meaning given in clause 8.2(a);

• (yy) “ Reporting Jurisdictions ” means British Columbia, Alberta, Saskatchewan and Ontario;

• (zz) “ Securities Commissions ” means the Ontario Securities Commission, the Alberta Securities Commission and the British Columbia Securities Commission;

• (aaa) “ Shareholder Agreement ” means the shareholders agreement among AIMCO, Kiernan and the Company dated 31 August 2020;

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• (bbb) “ Subject Shares ” means 3,350,000 MOY Shares, which shall include all of the MOY Shares acquired upon the exercise of the MOY Kiernan Options and the MOY Director Options held by Kiernan, plus such number of MOY Shares as are acquired upon the exercise of MOY Kiernan Warrants prior to Closing;

• (ccc) “ TSXCO Accounts ” means the audited consolidated financial information of TSXCO in respect of the financial years ended 31 December 2019 and 31 December 2020, respectively;

• (ddd) “ TSXCO Group ” means TSXCO and its Affiliates as disclosed in the TSXCO Accounts;

• (eee) “ TSXCO Operations ” means every kind of work done, or activity performed by the TSXCO Group on or in respect of the TSXCO Properties;

• (fff) “ TSXCO Properties ” means the mineral tenements in which the TSXCO Group has interests as disclosed in the TSXCO Accounts;

• (ggg) “ TSXCO Public Disclosure Record ” means all information, including without limitation the information circulars, material change reports, annual or interim financial statements, management’s discussion and analysis and press releases filed by or on behalf of TSXCO pursuant to Applicable Securities Laws;

• (hhh) “ TSXCO Shares ” means the common shares of TSXCO;

• (iii) “ TSX-V ” means the TSX Venture Exchange;

• (jjj) “ Underlying Agreements ” means: (i) the Option Agreement; (ii) the Escrow Agreement; (iii) the PW Agreement; and (iv) the GSM Agreement;

• (kkk) “ Wuo Land Property ” means the mineral tenement known as “Wuo Land”, further details which are set out in Schedule 1;

• (lll) “ Wuo Land Option Agreement ” means, collectively, the Option Agreement and the Escrow Agreement; and

• (mmm) “ Wuo-NE Property ” means the mineral tenement known as “Wuo-NE”, further details of which are set out in Schedule 1.

1.2 Interpretation

Unless the context otherwise expressly requires, in this Agreement:

• (a) the singular includes the plural and conversely and a gender includes all genders;

• (b) if a word or phrase is defined, its other grammatical forms have a corresponding meaning;

• (c) a reference to a person (including a Party) includes an individual, company, other body corporate, association, partnership, firm, joint venture, trust or Governmental Authority;

• (d) a reference to a clause or schedule is a reference to a clause of or a schedule to this Agreement;

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• (e) a reference to any Party includes that Party’s executors, administrators, substitutes (including, but not limited to, persons taking by novation), successors and permitted assigns;

• (f) a reference to an agreement or document (including a reference to this Agreement) is to the agreement or document as amended, varied, supplemented, novated or restated except to the extent prohibited by this Agreement or that other agreement or document;

• (g) a reference to legislation or to a provision of legislation includes a modification or reenactment of it, a legislative provision substituted for it and a regulation, code, by-law, ordinance or statutory instrument issued under it, provided that, as between the Parties, no such modification, re-enactment or substitution made after the date of this Agreement shall apply for the purposes of this Agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any Party;

• (h) a reference to writing includes a facsimile or electronic mail transmission and any means of reproducing words in a tangible and permanently visible form;

• (i) a reference to “$” or “USD” is to currency of the United States;

• (j) the word “ including ” means “including without limitation” and “include” and, “includes” will be construed similarly;

• (k) headings are for convenience only and do not form part of this Agreement or affect its interpretation;

• (l) a provision of this Agreement must not be construed to the disadvantage of a Party merely because that Party was responsible for the preparation of this Agreement or the inclusion of the provision in this Agreement;

• (m) if an act is prescribed to be done on a specified day which is not a Business Day, it must be done instead on the next Business Day;

• (n) where the phrase “ to the best of the knowledge of ” or similar expressions are used, it is a requirement that the person in respect of whom the phrase is used must have made the enquiries that are reasonably necessary to enable that person to make the statement or disclosure; and

• (o) a reference to a thing (including a right, obligation or concept) includes a part of that thing but nothing in this clause 1.2(o) implies that performance of part of an obligation constitutes performance of the obligation.

1.3 Schedules

The following schedules are attached to and incorporated in this Agreement:

• (a) Schedule 1 – Company Properties;

• (b) Schedule 2 – AIMCO Agreement; and

• (c) Schedule 3 – Current Payables

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2. SALE AND PURCHASE, CONSIDERATION, COMPLETION

2.1 Sale and Purchase

Subject to the terms and conditions hereof and the approval of the TSX-V, Kiernan covenants and agrees to sell to TSXCO with full title guarantee and free from any Encumbrance, and TSXCO covenants and agrees to purchase from Kiernan, at the Time of Closing, the Subject Shares.

2.2 Consideration

The purchase price payable by TSXCO to Kiernan shall be satisfied by the issuance to Kiernan of the Consideration Shares.

3. WARRANTIES

3.1 TSXCO Warranties

TSXCO represents and warrants to, and covenants and agrees with, Kiernan as set out below and acknowledges that Kiernan is relying on such representations, warranties, covenants and agreements in connection with the sale of the Subject Shares:

• (a) it is duly formed in its place of organization;

• (b) it has full legal capacity and power to enter into this Agreement and to perform its obligations under this Agreement;

• (c) it has taken all corporate action that is necessary to authorize its entry into this Agreement and to perform its obligations under this Agreement;

• (d) this Agreement constitutes a legal, valid and binding obligation of it enforceable in accordance with its terms by appropriate legal remedy subject to laws generally affecting creditors’ rights and to principles of equity;

• (e) the execution, delivery and performance by it of this Agreement does not or will not (with or without the lapse of time, the giving of notice or both) contravene, conflict with or result in a breach of or default under:

• (i) its constitution or other constating documents;

• (ii) any material term or provision of any security arrangement, undertaking, agreement or deed; or

• (iii) any writ, order or injunction, judgment, law, rule or regulation to which it is a party or is subject or by which it or any of its property is bound;

• (f) no liquidator, trustee in bankruptcy, receiver or receiver and manager or other external administrator is currently appointed in relation to it or any of its property;

• (g) its authorized share capital consists of an unlimited number of TSXCO Shares of which 68,895,662 TSXCO Shares are currently issued and outstanding as fully paid and nonassessable shares, duly listed on the TSX-V;

• (h) the Common Shares are listed and posted for trading on the TSX-V and TSXCO, as soon as practicable following the signing of this Agreement, shall make application so that, at

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the time of issuance, the Consideration Shares will have been conditionally approved for listing on the TSX-V, subject only to standard post-closing listing conditions required by the TSX-V and specified in the TSX-V’s conditional acceptance;

• (i) TSXCO is a reporting issuer in good standing under the Applicable Securities Laws and is not in material default of any requirement of such legislation;

• (j) the TSXCO Public Disclosure Record is current with all material filings required to be made by it and TSXCO is not in default of any filings required to be made under Applicable Securities Laws, the TSXCO Public Disclosure Record does not contain any untrue statement of a Material Fact as at the date thereof nor does it omit to state any Material Fact which, at the date thereof, was required to have been stated or was necessary to prevent a statement that was made from being false or misleading in the circumstances on the date(s) on which it was made and all materials and documents contained in the TSXCO Public Disclosure Record were prepared in accordance with and in compliance with Applicable Securities Laws;

• (k) prior to the Time of Closing, all necessary corporate action shall have been taken to authorize the issue of the Consideration Shares and the delivery of a certificate representing the Consideration Shares; the Consideration Shares will be validly issued as fully paid and non-assessable Common Shares and will have been issued in compliance with all applicable laws and not in violation of or subject to any pre-emptive or similar right that entitles any person to acquire from TSXCO any Common Shares or other security of TSXCO, or any security convertible into, or exercisable for, Common Shares or any other such security of TSXCO;

• (l) the offering, issuance and delivery of the Consideration Shares by TSXCO to Kiernan pursuant to this Agreement has been and will be effected in such a manner as to be exempt from the prospectus requirements of the Applicable Securities Laws and no documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of any of the Securities Commissions obtained under the Applicable Securities Laws to permit such offering, issuance and delivery;

• (m) the Consideration Shares will be free from any resale restrictions under Applicable Securities Laws except as may be applicable to "control persons" (as such term is defined in the Securities Act (Ontario), however the Consideration Shares shall be legended with a resale restriction for a period of thirty (30) months from the Closing Date;

• (n) TSXCO is the registered, legal and beneficial owner of, directly or indirectly, the respective percentages of the outstanding shares of each of its Affiliates as disclosed in the TSXCO Accounts, in each case, with good and marketable title, free and clear of all Encumbrances of any kind whatsoever except as disclosed in the TSXCO Public Disclosure Record;

• (o) each member of the TSXCO Group is a valid and subsisting company incorporated and in good standing and duly registered and licenced to carry on business and own property in its respective jurisdiction;

• (p) other than its Affiliates disclosed in the TSXCO Accounts, TSXCO does not hold or own, beneficially or otherwise, any securities of any other entity;

• (q) no Person has any Claim of any nature against any member of the TSXCO Group, nor has any Person made or threatened any Claim, including for breach of contract,

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misrepresentation, indemnification, breach of the duty to act honestly or in good faith, or any other similar or related Claim;

• (r) The TSXCO Accounts fairly present the financial position of the TSXCO Group, considered as a whole, as at the dates indicated therein and fairly present the results of operations of the TSXCO Group, considered as a whole, for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied throughout the period covered thereby, save and except as stated therein;

• (s) each of TSXCO and its Affiliates has good title to its respective material assets, including the TSXCO Properties, free and clear of all Encumbrances of any kind whatsoever except as disclosed in the TSXCO Public Disclosure Record;

• (t) with respect to the TSXCO Properties and TSXCO Operations (and without qualification as to the knowledge of TSXCO):

• (i) TSXCO has obtained or acquired all rights or powers necessary in, over or to the surface area of the TSXCO Properties to access the TSXCO Properties and to conduct TSXCO Operations thereon;

• (ii) all work or expenditure obligations applicable to the TSXCO Properties, all reports of the work or expenditure and other requirements to be satisfied or filed to keep the TSXCO Properties in good standing have been satisfied or filed to the satisfaction of the applicable Governmental Authority;

• (iii) all rentals, taxes, assessments, renewal fees and other governmental charges applicable to, or imposed on, the TSXCO Properties which were due to be paid have been paid in full;

• (iv) the TSXCO Group and its Personnel have conducted all activities on or in respect of the TSXCO Properties in material compliance with all applicable statutes, regulations, by-laws, laws, orders and directives, as well as all rules, consents, permits, orders, guidelines, approvals and policies of any applicable Governmental Authority;

• (v) there are no actual, alleged, potential or future adverse claims, challenges, suits, actions, prosecutions, investigations or proceedings against or to, the ownership of, or title to, the TSXCO Properties or of any challenge to the TSXCO Group’s right, title or interest thereto, nor is there any basis therefor;

• (vi) there are no orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the TSXCO Properties or any of them;

• (u) with respect to the TSXCO Properties and TSXCO Operations (but with qualification as to the best of the knowledge of TSXCO):

• (i) all of the mineral rights comprising the TSXCO Properties have been validly and properly acquired and recorded in accordance with the laws of the jurisdiction in which each relevant TSXCO Property is located and there are no disputes, threatened or now existing, as to the acquisition to or the recording of those mineral rights; and

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• (ii) no TSXCO Property lies within any protected area, rescued area, reserve, reservation, reserved area or special needs lands as designated by any Governmental Authority having jurisdiction, that would impair the exploration for minerals or the development of a mining project on the relevant TSXCO Property; and

• (iii) all Persons other than the TSXCO Group and its Personnel have conducted all activities on or in respect of the TSXCO Properties in material compliance with all applicable statutes, regulations, by-laws, laws, orders and directives, as well as all rules, consents, permits, orders, guidelines, approvals and policies of any applicable Governmental Authority;

• (v) each of TSXCO and its Affiliates has filed all sales, income and other tax returns required to be filed by it in a timely manner and has paid, collected and remitted all taxes, customs duties, tax instalments, levies, assessments, reassessments, penalties, interest and fines due and payable, collectible or remittable by it on or before the date hereof; and

• (w) no TSXCO Group member nor, to the best of TSXCO’s knowledge, any other Person has made or offered with respect to the TSXCO Properties:

• (i) any compensation, commission, agency fee, introduction fee, payment, gift, promise or advantage to a third party where such payment or advantage would violate any applicable law; or

• (ii) any compensation, commission, agency fee, introduction fee, payment, gift, promise or advantage, whether directly or through intermediaries, to or for the use of any person, while knowing or being aware of a high probability that any such money or thing of value will be offered, paid, given or promised, directly or indirectly, to any public official including any person holding a legislative, administrative or judicial office, exercising a public function for a public agency, a public enterprise or a public international organisation (collectively “ Officials ”), for the purposes of influencing any act or decision of such Officials in their official capacity, or inducing such Officials to use their influence in obtaining or retaining business for or with, or directing business to, any member of the TSXCO Group.

3.2 Kiernan Warranties

Kiernan represents and warrants to, and covenants and agrees with, TSXCO as set out below and acknowledges that TSXCO is relying on such representations, warranties, covenants and agreements in connection with the purchase of the Subject Shares:

• (a) no authorization, approval, order, license, permit or consent of any Governmental Authority or other third person, and no registration, declaration or filing with any such Governmental Authority is required in order for Kiernan:

• (i) to consummate the transactions contemplated by this Agreement;

• (ii) to execute and deliver all of the documents and instruments to be delivered by it under this Agreement;

• (iii) to duly perform and observe the terms and provisions of this Agreement; and

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• (iv) to render this Agreement legal, valid, binding and enforceable subject to laws generally affecting creditors’ rights and to principles of equity;

• (b) the aggregate number of securities of the Company outstanding, including all rights to acquire the same, as of the date of this Agreement, are:

• (i) 6,800,000 MOY Shares;

• (ii) 500,000 MOY Director Options;

• (iii) 250,000 MOY Kiernan Options; and

• (iv) 210,000 MOY Warrants;

such that, on a fully-diluted basis, there exists the potential for a total of 7,760,000 issued and outstanding MOY Shares if all of the MOY Director Options, all of the MOY Kiernan Options and all of the MOY Warrants were fully executed;

• (c) the Company is the registered, legal and beneficial owner of, directly or indirectly, (i) 100% of the shares of each of Moydow Services Limited, Moydow BF Limited, Moydow M Limited, Panthera Mali Resources SARL and (ii) 20% of the shares of Gurara Holdings Limited, in each case, with good and marketable title, free and clear of any Encumbrance;

• (d) the Company holds and owns 20% of the shares of Gurara, but has the right to acquire up to 65% of the legal and beneficial right, title and interest in and to Gurara, pursuant to the PW Agreement;

• (e) Gurara is the registered, legal and beneficial owner of (i) 99.9% of the shares of each of Dagma Mining Ltd, Dext Mining Ltd and Paimasa Mining Ltd, in each case with good and marketable title, free and clear of any Encumbrance;

• (f) the Company is the registered, legal and beneficial owner of 100% of the shares of Panthera Mali Resources SARL with good and marketable title, free and clear of any Encumbrance;

• (g) Moydow BF Limited is the registered, legal and beneficial owner of 100% of the shares of Moydow Burkina Faso SARL with good and marketable title, free and clear of any Encumbrance;

• (h) Kiernan is the beneficial and registered or recorded owner of a 100% right, title and interest in and to the MOY Kiernan Shares, the MOY Kiernan Options, 100,000 MOY Director Options and the MOY Kiernan Warrants and:

• (i) there exists no Encumbrance in respect thereof; and

• (ii) good and marketable title is held in respect thereof;

• (i) the MOY Kiernan Shares have been validly issued and fully paid and no moneys are owing in respect of them and none of the MOY Kiernan Shares have been issued in violation of any pre-emptive or other third party rights;

• (j) there is no shareholder agreement, voting trust, proxy or other agreement or understanding relating to the voting of the Subject Shares save the Shareholder Agreement;

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• (k) except for the PW Agreement and the GSM Agreement, there are no agreements, arrangements or understandings in effect under which the Company, Gurara or any subsidiary of either is obliged at any time to issue any shares or other securities;

• (l) there exists no Personnel dedicated to the Operations other than James Hannon and there exists no outstanding claims for salary, ‘back-pay,’ success fee, bonus, consulting fees or any other form of remuneration which has not been fully discharged as of the date hereof (or is otherwise current);

• (m) as of the date indicated in Schedule 3 hereto, no member of the Company Group has any loans or amounts owing to any Person (excluding other members of the Company Group) other than as indicated in Schedule 3 hereto.

• (n) no member of the Company Group is a party to any agreement, arrangement or understanding (or purported agreement, arrangement or understanding) for any lending or borrowing (or both) of any money including any suretyship, mortgage, charge, pledge, hypothecation, financing facility, general security agreement, bank overdraft, unpaid dividends, bond, note, debenture, loan stock or similar instrument, standby or documentary letter or credit, counter-indemnity, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the liabilities of any Person;

• (o) each member of the Company Group is a valid and subsisting company incorporated and in good standing and duly registered and licenced to carry on business and own property in their respective jurisdictions;

• (p) no Person has any Claim of any nature against any member of the Company Group, nor has any Person made or threatened any Claim, including for breach of contract, misrepresentation, indemnification, breach of the duty to act honestly or in good faith, or any other similar or related Claim;

• (q) the balance sheets that will be produced in respect of the Accounts present fairly in all material respects the financial condition, assets, and liabilities of the Company as at its date of presentation;

• (r) to the best of the knowledge of Kiernan, the Company Properties are fully and accurately described in the PW Agreement, the Option Agreement and the GSM Agreement (as applicable);

• (s) with respect to the Burkina Faso Properties:

• (i) and the Wuo Land Property:

  • (A) Boudo Aristide Jean Clément holds 100% of the legal title;

  • (B) Boudo Aristide Jean Clément holds 100% of the beneficial right, title and interest, subject to the Wuo Land Option Agreement;

  • (C) Moydow BF Limited has the right and option to acquire 100% of the legal and beneficial right, title and interest pursuant to the Wuo Land Option Agreement;

• (ii) and the Daramandougou I Property:

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  • (A) EXMA holds 100% of the legal title;

  • (B) EXMA holds 100% of the beneficial right, title and interest, subject to the Wuo Land Option Agreement;

  • (C) Moydow BF Limited has the right and option to acquire 100% of the legal and beneficial right, title and interest pursuant to the Wuo Land Option Agreement;

• (iii) and the Wuo-NE Property:

  • (A) EXMA holds 100% of the legal title;

  • (B) EXMA holds 100% of the beneficial right, title and interest, subject to the Wuo Land Option Agreement;

  • (C) Moydow BF Limited has the right and option to acquire 100% of the legal and beneficial right, title and interest pursuant to the Wuo Land Option Agreement;

• (t) with respect to the Kalaka Property in Mali:

• (i) Panthera Mali Resources SARL holds 100% of the legal title;

• (ii) Panthera Mali Resources SARL holds 80% of the beneficial right, title and interest, subject to the GSM Agreement;

• (iii) Golden Spear Mali SARL holds 20% of the beneficial right, title and interest, subject to the GSM Agreement; and

• (iv) the Company holds and owns 100% of the shares of Panthera Mali Resources SARL;

• (u) with respect to the Nigerian Properties:

• (i) and the Dagma Property:

  • (A) Dagma Mining Ltd holds 100% of the legal title;

  • (B) Dagma Mining Ltd owns 100% of the beneficial right, title and interest therein; and

• (ii) and the Dext Property:

  • (A) Dext Mining Ltd holds 100% of the legal title; and

  • (B) Dext Mining Ltd owns 100% of the beneficial right, title and interest therein;

• (iii) and the Paimasa Property:

  • (A) Paimasa Mining Ltd holds 100% of the legal title; and

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  • (B) Paimasa Mining Ltd owns 100% of the beneficial right, title and interest therein; and

• (iv) there are no Encumbrances over the Company Properties other than pursuant to the Underlying Agreements;

• (v) with respect to the Company Properties and Company Operations (and without qualification as to the knowledge of Kiernan):

• (i) the Company Properties are properly and accurately described in Schedule 1 and all Persons holding an interest therein and all Underlying Agreements affecting the Company Group’s right, title and interest thereto are accurately and completely outlined therein;

• (ii) the Company has obtained or acquired all rights or powers necessary in, over or to the surface area of the Properties to access the Company Properties and to conduct Company Operations thereon;

• (iii) all work or expenditure obligations applicable to the Company Properties, all reports of the work or expenditure and other requirements to be satisfied or filed to keep the Properties in good standing have been satisfied or filed to the satisfaction of the applicable Governmental Authority;

• (iv) all rentals, taxes, assessments, renewal fees and other governmental charges applicable to, or imposed on, the Company Properties which were due to be paid have been paid in full;

• (v) the Company Group and its Personnel have conducted all activities on or in respect of the Company Properties in material compliance with all applicable statutes, regulations, by-laws, laws, orders and directives, as well as all rules, consents, permits, orders, guidelines, approvals and policies of any applicable Governmental Authority;

• (vi) there are no actual, alleged, potential or future adverse claims, challenges, suits, actions, prosecutions, investigations or proceedings against or to, the ownership of, or title to, the Company Properties or of any challenge to the Company Group’s right, title or interest thereto, nor is there any basis therefor;

• (vii) there are no orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Company Properties or any of them;

• (w) with respect to the Company Properties and Company Operations (but with qualification as to the best of the knowledge of Kiernan):

• (i) all of the mineral rights comprising the Company Properties have been validly and properly acquired and recorded in accordance with the laws of the jurisdiction in which each relevant Property is located and there are no disputes, threatened or now existing, as to the acquisition to or the recording of those mineral rights; and

• (ii) no Company Property lies within any protected area, rescued area, reserve, reservation, reserved area or special needs lands as designated by any Governmental Authority having jurisdiction, that would impair the exploration for

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minerals or the development of a mining project on the relevant Company Property; and

• (iii) all Persons other than the Company Group and its Personnel have conducted all activities on or in respect of the Company Properties in material compliance with all applicable statutes, regulations, by-laws, laws, orders and directives, as well as all rules, consents, permits, orders, guidelines, approvals and policies of any applicable Governmental Authority;

• (x) neither Kiernan or any Company Group member nor, to the best of Kiernan’s knowledge, has any other Person made or offered with respect to the Company Properties or the matters which are the subject of this Agreement:

• (i) any compensation, commission, agency fee, introduction fee, payment, gift, promise or advantage to a third party where such payment or advantage would violate any applicable law; or

• (ii) any compensation, commission, agency fee, introduction fee, payment, gift, promise or advantage, whether directly or through intermediaries, to or for the use of any person, while knowing or being aware of a high probability that any such money or thing of value will be offered, paid, given or promised, directly or indirectly, to any Officials, for the purposes of influencing any act or decision of such Officials in their official capacity, or inducing such Officials to use their influence in obtaining or retaining business for or with, or directing business to, any member of the Company Group.

4. ACKNOWLEDGEMENTS OF KIERNAN

Kiernan acknowledges and agrees that:

• (a) no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to the Consideration Shares; (ii) there is no government or other insurance covering the Consideration Shares; and (iii) there are risks associated with the acquisition of the Consideration Shares;

• (b) the acquisition of the Consideration Shares has not been or will not be (as applicable) made through, or as a result of, and the distribution of the Consideration Shares is not being accompanied by, a general solicitation or advertisement including articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

• (c) no prospectus or other offering document has been filed by TSXCO with a securities commission or other securities regulatory authority in any province of Canada, or any other jurisdiction in or outside of Canada in connection with the issuance of the Consideration Shares, and such issuance is exempt from the prospectus requirements otherwise applicable under the provisions of Applicable Securities Laws and, as a result, in connection with its acquisition of the Consideration Shares hereunder, as applicable:

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• (i) Kiernan is restricted from using most of the protections, rights and remedies available under Applicable Securities Laws including, without limitation, statutory rights of rescission or damages;

• (ii) Kiernan will not receive information that may otherwise be required to be provided to Kiernan under applicable Securities Laws or contained in a prospectus prepared in accordance with Applicable Securities Laws; and

• (iii) TSXCO is relieved from certain obligations that would otherwise apply under such Applicable Securities Laws;

• (d) Kiernan understands and acknowledges that he is making a long-term investment in the Consideration Shares and the future business of TSXCO and agrees not to sell, transfer, pledge, assign or dispose of the Consideration Shares for a period of thirty (30) months from the Closing Date and acknowledges and agrees that the certificates representing the Consideration Shares issued at the Closing Date, or if no certificate representing the Consideration Shares is to be delivered to Kiernan, a written notice delivered to Kiernan at the Closing Date, shall bear the following legend (and any additional legend that may be required by the TSX-V):

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS THIRTY MONTHS AFTER THE DISTRIBUTION DATE].” ; and

• (e) the TSX-V may impose further escrow conditions on the Consideration Shares pursuant to Policy 5.4 - Escrow, Vendor Consideration and Resale Restrictions of the TSX Venture Exchange Corporate Finance Manual.

5. CONDITIONS OF CLOSING, COVENANTS, TSXCO BOARD COMPOSITION AND REPORTING

5.1 Closing Conditions

The purchase and sale of the Subject Shares and the issuance of the Consideration Shares is subject to the following conditions to be fulfilled or performed at or prior to the Time of Closing:

• (a) Representations and Warranties : The representations and warranties of the Parties contained in this Agreement shall be true and correct in all material respects at the Time of Closing, with the same force and effect as if such representations and warranties were made at and as of such time;

• (b) Covenants : All of the terms, covenants and conditions of this Agreement to be complied with or performed by the Parties at or before the Time of Closing shall have been complied with or performed;

• (c) No Action or Proceeding : No legal or regulatory action or proceeding shall be pending or threatened by any person which would, in the opinion of a Party, acting reasonably, enjoin, restrict or prohibit the purchase and sale of the Subject Shares or the issuance of the Consideration Shares contemplated hereby;

• (d) Completion of Due Diligence : TSXCO shall be satisfied with the completion of its confirmatory due diligence regarding the Company and its operations.

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• (e) Material Adverse Effect : No Material Adverse Effect shall have occurred since December 31, 2020;

• (f) Acquisition of MOY Director Options and Remaining MOY Shares. TSXCO shall use its reasonable commercial efforts to enter into binding agreements with the holders of the MOY Director Options to exchange their MOY Director Options for TSXCO Shares at the rate of 892,830 TSXCO Shares for each 100,000 MOY Director Options and TSXCO shall use its reasonable commercial efforts to enter into binding agreements with the holders of the remaining MOY Shares to exchange their MOY Shares for TSXCO Shares at the rate of 16.46 TSXCO Shares for each MOY Share to be acquired;

• (g) AIMCO Conditions : The AIMCO Conditions shall have been met or waived in accordance with the terms of the AIMCO Agreement and TSXCO shall have delivered the notice to AIMCO pursuant to clause 5.1 of the AIMCO Agreement ;

• (h) Regulatory Approval : TSXCO shall have obtained all regulatory approvals to permit the issuance of the Consideration Shares, including without limitation the conditional approval of the TSX-V;

• (i) Escrow Agreement : If required by the TSX-V or any rules thereof, Kiernan shall have entered into an escrow agreement with respect to some or all of the Consideration Shares, as required thereby;

• (j) Corporate and Shareholder Approvals : TSXCO shall have obtained all necessary resolutions or consents of its directors and shareholders to approve the purchase of the Subject shares and the issuance of the Consideration Shares, which shall have been duly passed or obtained by the requisite majority in accordance with applicable law;

In furtherance of the foregoing, the Parties shall prepare execute and deliver such other documentation as a Party and their counsel may reasonably require, in form and substance satisfactory to such Party.

5.2 Covenants of Kiernan

• (a) During the Interim Period and as soon as practicable, where applicable, Kiernan shall:

• (i) exercise the MOY Kiernan Options;

• (ii) exercise the MOY Director Options held by Kiernan;

• (iii) vote in favour of and otherwise cause, in cooperation with AIMCO pursuant to clause 4.1(e) of the AIMCO Agreement, the exercise of the Option Agreement and the taking of all action necessary to register the Wuo Land Property in the name of Moydow BF Limited;

• (iv) cause the preparation of the Accounts;

• (v) use reasonable efforts to cause the business of the Company Group to be conducted in the ordinary and proper course of business generally consistent with the manner in which each such business and Company Operations have been conducted since 31 December 2020; and

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• (vi) to the extent within Kiernan’s control, comply with the provisions of the AIMCO Agreement including, but not limited to, clause 4.1 of the AIMCO Agreement.

• (b) During the Interim Period, TSXCO shall:

• (i) to the extent within TSXCO’s control, use reasonable efforts to cause the AIMCO Conditions to be met;

• (ii) use reasonable efforts to cause the business of the TSXCO Group to be conducted in the ordinary and proper course of business generally consistent with the manner in which each such business and TSXCO Operations have been conducted since 31 December 2020; and

• (iii) promptly provide to Kiernan a copy of any notices received or given under the AIMCO Agreement.

5.3 Reporting

Each Party shall forthwith report to the other Party any activity, event or circumstance that:

• (a) is outlined in clause 4.1 of the AIMCO Agreement, including any breach by a party thereunder (or, in the case of Kiernan, a breach of clause 5.2(a)(vi) hereof); or

• (b) would result in a Material Adverse Effect on the business of the TSXCO Group or the Company Group;

including any resignations or dismissals in members of the Board or senior management of the Company, any loss in title of any of the assets held directly or indirectly by the Company, any threat or harm to person or property arising from terrorist or other similar activity, and the passage of any new law that might impact negatively upon the prospects of the business of the Company Group.

5.4 TSXCO Board Composition

TSXCO will cause Kiernan to be appointed as a director and as Chairman of the TSXCO Board of Directors at the Time of Closing and shall be entitled to appoint one further nominee to the TSXCO Board of Directors. As long as Kiernan beneficially owns, directly or indirectly, more than 25% of the issued and outstanding TSXCO Shares, Kiernan will be entitled to a total of two nominees on the TSXCO Board of Directors including Kiernan or a nominee of Kiernan if he chooses to resign from the Board of Directors. If Kiernan beneficially owns, directly or indirectly, at least 10% but less than 25% of the issued and outstanding TSXCO Shares, Kiernan shall only be entitled to one nominee on the Board of Directors and shall immediately cause one of his nominees to tender their the resignation from the Board of Directors such that only Kiernan or the nominee of Kiernan remains on the Board of Directors. If, at any time, Kiernan beneficially owns, directly or indirectly, less than 10% of the issued and outstanding TSXCO Shares, Kiernan shall immediately resign from the Board of Directors or cause his nominee to tender their the resignation from the Board of Directors.

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6. CLOSING ARRANGEMENTS

6.1 Time of Closing

Closing (the “ Closing ”) shall have occurred upon transfer to Kiernan of the Consideration Shares, which shall be completed electronically, or as otherwise determined by the Parties, at 10:00 (London time) or such other time as is established by the Parties (the “ Closing Time ”) on the date specified in the notice to be delivered by TSXCO under clause 5.1 of the AIMCO Agreement (the “ Closing Date ”).

6.2 Closing Deliverables of Kiernan

At the Closing Time, upon fulfillment of all conditions set out in clause 5.1 (that have not been otherwise waived in writing), Kiernan shall deliver to TSXCO:

• (a) an executed transfer transferring the Subject Shares to TSXCO or its nominee(s);

• (b) the share certificates for the Subject Shares or an indemnity in the agreed form in respect of any missing certificates;

• (c) any waiver, consent or other document necessary to give TSXCO or its nominee(s) full legal and beneficial ownership of the Subject Shares; and

• (d) Kiernan shall cause a meeting of the Board of the Company to be held at which the directors shall vote in favour of the registration of TSXCO or its nominee(s) as member(s) of the Company in respect of the Subject Shares.

6.3 Closing Deliverables of TSXCO

At the Closing Time, upon fulfillment of all conditions set out in clause 5.1 (that have not been otherwise waived in writing), TSXCO shall deliver to Kiernan upon receipt of the items listed in clause 6.2:

• (a) a certificate respecting the Consideration Shares, or if no certificate representing the Consideration Shares is to be delivered to Kiernan, a direct registration statement indicating that the Consideration Shares have been issued in accordance with the Kiernan’s registration instructions; and

• (b) a copy of a resolution of the board of directors of TSXCO appointing Kiernan as a director of TSXCO and as Chairman of the TSXCO board and appointing an additional individual nominated by Kiernan as a director of TSXCO.

7. SURVIVAL OF REPRESENTATIONS AND WARRANTIES AND LIMITATION OF LIABILITY

7.1

Survival

The representations, warranties and covenants contained in this Agreement and in all certificates and documents delivered pursuant to or contemplated by this Agreement shall survive the Closing and, notwithstanding such closing nor any investigation made by or on behalf of the Party entitled to the benefit thereof, shall continue in full force and effect for the benefit of the Party entitled to the benefit thereof for a period of two (2) years following the Closing.

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7.2 Limitation of Liability of Kiernan

TSXCO agrees that:

• (a) Kiernan’s aggregate liability for a Claim for a breach of any Kiernan Warranties shall not exceed US$2,500,000 plus the value of all Consideration Shares received from TSXCO;

• (b) Kiernan shall not be liable for a Claim for a breach of the Kiernan Warranties unless Kiernan’s liability in respect of such Claim (together with any connected Claims) exceeds US$100,000; and

• (c) Kiernan shall not be liable for a Claim for a breach of the Kiernan Warranties unless notice in writing summarising the nature of such Claim (in so far as it is known to TSXCO) and, as far as is reasonably practicable, the amount claimed, has been given by or on behalf of TSXCO to Kiernan within the period of two (2) years commencing on the Closing Date.

7.3

Limitation of Liability of TSXCO

Kiernan agrees that:

• (a) TSXCO’s aggregate liability for a Claim for a breach of any TSXCO Warranties shall not exceed US$1,000,000;

• (b) TSXCO shall not be liable for a Claim for a breach of the TSXCO Warranties unless TSXCO’s liability in respect of such Claim (together with any connected Claims) exceeds US$100,000; and

• (c) TSXCO shall not be liable for a Claim for a breach of the TSXCO Warranties unless notice in writing summarising the nature of such Claim (in so far as it is known to Kiernan) and, as far as is reasonably practicable, the amount claimed, has been given by or on behalf of Kiernan to TSXCO within the period of two (2) years commencing on the Closing Date.

8. GENERAL

8.1 Further Assurances

• (a) Each of the Parties shall, from time to time hereafter and upon any reasonable request of the other, promptly do, execute, deliver or cause to be done, executed and delivered all acts, documents and things to give effect to this Agreement and/or effectuate the transaction(s) contemplated herein.

• (b) Where the exercise of a right of a Party under the terms of this Agreement requires the approval of, or the taking of any other step by, the other Party, each Party hereby undertakes to exercise its voting rights and other rights and to take all actions reasonably requested.

8.2 Confidentiality

• (a) Each Party (a “ Receiving Party ”) agrees that it shall maintain as confidential and shall not disclose, and shall cause its Affiliates and its and their respective employees, officers, directors, advisors, agents and representatives to maintain as confidential and not to disclose, the terms contained in this Agreement and all information (whether written, oral or in electronic format) received or reviewed by it as a result of or in connection with this

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Agreement (collectively, “ Confidential Information ”), except that a Receiving Party may disclose Confidential Information:

• (i) to its auditors, legal counsel, lenders, brokers, underwriters, bankers and advisers and to persons with whom it is considering or intends to enter into a transaction for whom such Confidential Information would be relevant, provided that such persons are advised of the confidential nature of the Confidential Information, undertake to maintain the confidentiality of it and are strictly limited in their use of the Confidential Information to those purposes necessary for such persons to perform the services for which they were, or are proposed to be, retained by the Receiving Party or to consider or effect the applicable transaction, as the case may be;

• (ii) where it has an obligation to disclose such information in accordance with applicable legislation, the rules of any recognized stock exchange or any other applicable legal requirements, in which case, such disclosure shall only be made after consultation with the other parties (if reasonably practicable and permitted by applicable law) and, in the case of a public announcement required by applicable law, shall only be made in accordance with clause 8.3;

• (iii) where such information is already widely known by the public other than by a breach of the confidentiality terms of this Agreement or obtained independently of this Agreement and the disclosure of such information would not breach any other confidentiality obligations;

• (iv) with the approval of the other parties; and

• (v) to those of its and its Affiliates’ directors, officers, employees, representatives and agents who need to have knowledge of the Confidential Information.

• (b) Each Party shall ensure that its and its Affiliates’ employees, directors, officers, representatives and agents and those persons listed in clause 8.2(a)(i) are made aware of, and comply with the provisions of, this clause 8.2. Each party shall be liable to the other parties for any improper use or disclosure of such terms or information by such persons.

8.3 Announcements

During the term of this Agreement no Party shall make any press release concerning this Agreement or any activity or information concerning the Properties other than a Party hereto or an Affiliate thereof whose shares are quoted on a stock exchange. Should any such Party wish to make a press release concerning this Agreement or any activity or information concerning the Properties it shall first consult with the other Party prior to making such press release, and the Parties shall use all reasonable efforts, acting expediently and in good faith, to agree upon a text for such statement or press release which is satisfactory to both Parties. It is recognised that TSXCO, as a public company, may have an obligation to issue a press release under Applicable Securities Laws

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8.4 Notices

• (a) Any notice or other communication that is required or permitted to be given hereunder shall be in writing and shall be validly given if delivered in person (including by courier service) or transmitted by electronic mail in PDF format as follows:

• (i) in the case of TSXCO:

Diamond Fields Resources Inc.

Lot 223, Le Mahe, Beau Vallon, Mauritius, 50810

Attention: Sybrand Van Der Spuy E-mail: sybie@diamonfields.com ; JCharles@diamondfields.com

• (ii) in the case of Kiernan:

Rockfield, Proby Square, Blackrock, Co. Dublin, Ireland

Attention : Brian Kiernan E-mail: kiernan247@gmail.com

• (b) Any such notice or other communication shall be:

• (i) if delivered, shall be deemed to have been given and received on the day;

• (ii) if mailed by registered mail, shall be deemed to have been given and received on the 5th day following such mailing;

• (iii) if sent by email, shall be deemed to have been given and received on the day it was so sent if sent during normal business hours (9:00 a.m. to 5:00 p.m. local time at the place of receipt) or on the next following Business Day if sent outside of normal business hours, save for any instance where the sender:

  • (A) receives an automated notification within 48 hours from the time of sending that the email has not been delivered or some other delivery problem has occurred; or

  • (B) is informed otherwise that the recipient has not received the email,

in which case the notice or communication shall not be deemed to have been given or received.

Any party may at any time change its address for service from time to time by giving notice to the other parties in accordance with this clause 8.4.

8.5 No Partnership

Nothing in this Agreement shall be deemed to constitute any party as the partner, agent or legal representative of the other party or to create any fiduciary relationship between them. It is not the intention of the parties to create, nor shall this Agreement be construed to create, any mining, commercial or other partnership.

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8.6 Assignment

No Party shall assign, novate or otherwise transfer any of its rights or obligations under this Agreement.

8.7 Entire Agreement

• (a) This Agreement (including the schedules) constitutes the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral.

• (b) There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as provided herein.

8.8 Amendments

This Agreement may not be amended or modified except by written instrument signed by all of the Parties.

8.9 No Waiver

The failure of any party to insist upon strict adherence to any provision of this Agreement on any occasion shall not be considered a waiver nor deprive that party of the right thereafter to insist upon strict adherence to such provision or any other provision of this Agreement. No purported waiver shall be effective as against any party unless consented to in writing by such party. The waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent or other breach.

8.10 Severability

If any provision of this Agreement is determined by a court or tribunal of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. 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 transactions contemplated hereby are fulfilled to the extent possible.

8.11

Applicable Law

• (a) This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual claims) shall be exclusively governed by and construed in accordance with the law of British Columbia and the federal laws of Canada applicable therein without regard to choice of laws or conflict of laws principles that would require or permit the application of the laws of any other jurisdiction.

• (b) Except as required by law, or as otherwise expressly specified herein, each of the parties hereby irrevocably attorns and submits to the exclusive jurisdiction of the courts of British Columbia respecting all matters relating to this Agreement or its subject matter or formation (including non-contractual disputes or claims) and the rights and obligations of the parties hereunder.

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8.12 Execution in Counterparts

This Agreement may be executed in any number of counterparts and by facsimile or electronic signatures, each of which shall constitute an original and all the counterparts taken together shall constitute one and the same instrument.

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==> picture [596 x 842] intentionally omitted <==

----- Start of picture text -----

/s/ Sybrand van der Spuy
----- End of picture text -----

==> picture [596 x 842] intentionally omitted <==

----- Start of picture text -----

/s/ Brian Kiernan
----- End of picture text -----

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SCHEDULE 1 – COMPANY PROPERTIES

Tenement Name	Owner Name	Type	Area (km2 )	Original Grant Date	Current Expiry Date	Land Registry Number	Underlying Agreement(s)
BURKINA FASO
WUO LAND	Aristide Jean Clément BOUDO	Permis de recherche	61.6	6 March 2018	5 March 2021	2018- 044/MMC/SG/DGC M	Option Agreement Escrow Agreement
DARAMANDOUG OU I	EXMA	Permis d’exploitation semi- mécanisée	1	25 May 2016	23 May 2022	2020- 035/MMC/SG/DGC M	Option Agreement Escrow Agreement
WUO-NE	EXMA	Permis d’exploitation semi- mécanisée	1	25 May 2016	23 May 2022	2020- 034/MMC/SG/DGC M	Option Agreement Escrow Agreement
MALI
KALAKA	Panthera Mali Resources SARL	Permis de Recherche	61.5	17 August 2016	31 December 2021	2018-4571/MMP- SG DU 31 DEC 2018	GSM Agreement
NIGERIA
PAIMASA	Paimasa Mining Limited	Exploration licence	174.4	12 April 2017	11 April 2022	25093 EL	PW Agreement

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DAGMA	Dagma Mining Limited	Exploration licence	40	17 November 2017	16 November 2021	18633 EL	PW Agreement
DEXT	Dext Mining Limited	Exploration licence	6.4	21 March 2018	20 March 2021	27039 EL	PW Agreement

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SCHEDULE 2 – AIMCO AGREEMENT

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SCHEDULE 3 – CURRENT PAYABLES

MOYDOW PAYABLES JULY 31, 2021	US$
	55,000
	101,011
	10,000
	15,000
	5,000
	2,500
	220,000
	100,000
	32,000
	110,000
	69,818
	700
	20,000
	100,000
TOTAL PAYABLES AS AT JULY 31, 2021	841,029

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