E2Gold Inc. - M&A Activity 2020 | FinancialReports.eu

DEFINITIVE OPTION AGREEMENT

DATED the 28 day of January, 2020

AMONG :

5003754 Ontario Ltd. , an Ontario corporation with an office at: 298 Waverley Road, Toronto, Ontario, M4L 3T6, Attention Laurel Duquette, phone 416-902-4172, email lsduquette@gmail.com (" ONTCO ")

AND :

PAVEY ARK MINERALS INC. , an Ontario corporation with an office at: 130 Foxridge Drive, Ancaster, Ontario, L9G 5B9, Attention: Richard Sutcliffe RHSutcliffe@paveyarkminerals.com (" Pavey Ark ")

WHEREAS :

A. Pavey Ark is the legal owner of a 100% interest in certain mineral interests located in the Province of Ontario known as the "Hawkins Gold Property", as is more particularly described in Schedule "A" attached hereto;
B. ONTCO wishes to acquire an option to acquire all of Pavey Ark's interest in and to such mineral interests, subject to the terms and conditions herein;

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the premises and mutual covenants set out herein, the parties agree as follows:

ARTICLE 1 DEFINITIONS

Definitions

1.1 In this Agreement, the following terms will have the following meanings:
(a) " Agreement " means this property option agreement, together with the schedules attached hereto, as amended, supplemented or restated from time to time;
(b) " Anniversary Date " means the date of this agreement in each year after 2020;
(c) “ Annual Expenditure Program ” is defined in clause 2.2(d);
(d) " Area of Interest " is defined in Section 8.1;
(e) “ Commercial Production ” is deemed to have been achieved when the concentrator processing ores for other than testing purposes has operated for a period of 30 consecutive production days at an average rate of not less than 60% of design capacity or, if a concentrator is not erected on the Property pursuant to the Production Decision, when ores have been produced for a period of 30 consecutive production days at the rate of not less than 60% of the mining rate

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specified in a Feasibility Study or other study that is the basis of recommending placing the Property in production;

(f)
“ Conditions Date ” means January 30, 2020;
(g) " Consideration Shares " means the common shares in the capital of a reporting issuer in Ontario that is the holder of ONTCO’s rights hereunder as a result of a Listing Transaction;
(h) " Data " means any maps, drill core, samples, assays, geological and other technical reports, studies, designs, plans and financial or other records (whether in tangible or electronic form) related to a Property in the possession of or under the control of Pavey Ark;
(i) " Encumbrance " means any interest or equity of any person (including any right to acquire, option or right of pre-emption or first offer or first refusal) or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention or other security agreement or arrangement or any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership, royalty, carried interest, deferred obligation or similar right or encumbrance;
(j) " Expenditures " means, without limitation, all costs and expenses incurred on the Property including without limitation monies expended in doing geophysical, geochemical and geological surveys, drilling, drifting and other surface and underground work, assaying and metallurgical testing and engineering and costs, fees and expenses which may be paid to obtain feasibility, engineering or other studies or reports on or with respect to the Property or any part of it, and in acquiring facilities for the Property and equipping the Property for and commencing commercial production, including without limitation all taxes, management, legal and land fees associated with the management of the Property, the costs, fees and expenses of recording work for assessment credit under applicable legislation and property and mining taxes relating to or in respect of the Property; and in paying the fees, wages, salaries, travelling expenses and fringe benefits (whether or not required by law) of all persons engaged in work with respect to or for the benefit of the Property, in paying for the food, lodging and other reasonable needs of such persons and including all costs at prevailing charge out rates for any personnel who from time to time are engaged directly in work on the Property, such rates to be in accordance with industry standards;
(k) “ Initial Financing Transaction ” means an initial financing of ONTCO to fund the requirements of the exploration program for the Property for the first year commencing on the date of this Agreement;
(l) “ Legacy Claims ” refers to the original claim numbers and claim boundaries that were in effect prior to the launch of MLAS by the Ontario Ministry of Northern Development and Mines on April 9, 2018.
(m) “ Listing Transaction ” means a transaction whereby ONTCO transfers 100% of its interest in this Agreement to a Company that is a reporting issuer in Ontario that is listed and trading on a Canadian stock exchange, or alternatively ONTCO becomes a reporting issuer in Ontario that is listed and trading on a Canadian stock exchange;

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(n) “ Option ” is defined in section 2.1;
(o) “ Pre-Listing Shares ” means the common shares of ONTCO prior to a Listing Transaction;
(p) " Property " means the mineral interests located Derry, Hawkins, Walls, Legge, Minnipuka and Puskuta Townships in the Sault Ste Marie and Porcupine Mining Divisions of the Province of Ontario as is more particularly described in Schedule "A" attached herein, and includes the Data and Related Rights thereto, and any mineral leases or other mineral interests into which the respective mineral interests comprising the Property may be converted;
(q) " Related Rights " means, collectively, any surface, water, access and other nonmineral rights of and to any lands comprising the Property, including surface rights held in fee or under lease, licence, easement, right of way or other rights of any kind (and all renewals, extensions and amendments thereof or substitutions therefor);
(r)
“ Royalty ” is defined in Section 2.6; and
(s) " Underlying NSRs " means the existing net smelter returns royalties with respect to the mineral claims described in Schedule B attached hereto.

Interpretation

1.2 Except as otherwise expressly provided for herein, in this Agreement:
(a) a reference to an Article, Section or Subsection of this Agreement refers to an article, section or subsection of this Agreement so designated;
(b) the headings are for convenience only, do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any of its provisions; and
(c) all reference to currency means Canadian currency.

ARTICLE 2 THE OPTION

The Option

2.1 Pavey Ark hereby grants to ONTCO an option (the " Option ") to acquire, free and clear of all Encumbrances (excepting the Royalty described in Section 2.6 and the Underlying NSRs), all of Pavey Ark's interest, direct and indirect, legal and beneficial, in and to the Property in consideration of all obligations of ONTCO provided in this Agreement and including Section 2.2 (the “ Consideration ”).

Good Standing

2.2 To maintain the Option in good standing, ONTCO shall make cash payments to Pavey Ark, issue Consideration Shares to Pavey Ark (or as Pavey Ark shall direct title to such shares), and incur Expenditures in or on the Property as follows:
(a) Cash payments in the amount of $1,000,000.00 as follows:

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(i) $20,000 upon execution of this Agreement of which $10,000 is acknowledged by Pavey Ark as having been received by it as a deposit;
(ii) $50,000 on the earlier of A) the date that is 6 months from the date of this Agreement; and B) the completion of an Initial Financing Transaction to complete the first Annual Expenditure Program.
(iii) $100,000 on or before the first Anniversary Date;
(iv) $200,000 on or before the second Anniversary Date;
(v) $200,000 on or before the third Anniversary Date;
(vi) $200,000 on or before the fourth Anniversary Date; and
(vii) the remaining amount of $230,000 on or before the fifth Anniversary Date.

In the event that there has been no Initial Financing Transaction to enable ONTCO to complete the first Annual Expenditure Program on or before the first Anniversary Date, this Agreement may be terminated on notice in writing at Pavey Ark’s sole discretion.

(b) On the earlier of A) the date that is 6 months from the date of this Agreement; and B) the completion of an Initial Financing Transaction to complete the first Annual Expenditure Program, ONTCO will issue to Pavey Ark Pre-Listing Shares having an aggregate value equal to $100,000 based on the Initial Financing Transaction share price, provided that the listing shares are less than 10% of the outstanding shares of ONTCO. In the event that the Pre-Listing shares would be greater than 10% of the outstanding shares of ONTCO then the difference will be compensated by issuing additional Consideration Shares on the first Anniversary Date.
(c) ONTCO shall cause Consideration Shares with an aggregate value of $900,000.00 (each tranche valued as of the date of issue and aggregated at those initial values) to be issued as follows:
(i) On the first Anniversary Date, Consideration Shares having an aggregate value equal to $100,000 based, if the Listing Transaction shall have occurred less than 20 trading days before the first Anniversary Date, on the Listing Transaction price and otherwise on the 20-day volume weighted average price (“ VWAP ”) as at the day of issuance of the Consideration Shares;
(ii) On the second Anniversary Date, Consideration Shares having an aggregate value equal to $200,000 based on the 20-day VWAP as at the day of issuance of the Consideration Shares;
(iii) On the third Anniversary Date, Consideration Shares having an aggregate value equal to $200,000 based on the 20-day VWAP as at the day of issuance of the Consideration Shares;

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(iv) On the fourth Anniversary Date, Consideration Shares having an aggregate value equal to $200,000 based on the 20-day VWAP as at the day of issuance of the Consideration Shares; and
(v) On the fifth Anniversary Date, Consideration Shares having an aggregate value equal to $200,000 based on the 20-day VWAP as at the day of issuance of the Consideration Shares.
In the event that ONTCO has not completed an Initial Financing Transaction on or before the date that is 6 months from the date of this Agreement, this Agreement may be terminated at any time prior to completion of an Initial Financing Transaction, on notice in writing at Pavey Ark’s sole discretion. In the event that ONTCO has not completed a Listing Transaction or before the First Anniversary Date, this Agreement may be terminated at any time prior to completion of a Listing Transaction, on notice in writing at Pavey Ark’s sole discretion. Provided Pavey Ark shall not have terminated this Agreement prior to the date of a Listing Transaction, ONTCO, on the date of the Listing Transaction, shall cause to be issued to Pavey Ark Consideration Shares equal in value to the shares that would have been issued to Pavey Ark prior to that date had the Listing Transaction occurred prior to the first Anniversary Date. For clarity, Consideration includes $1,000,000 of Pre-Listing and Consideration Shares and the Option shall not have been exercised unless that value of Pre-Listing and Consideration Shares shall have been issued to Pavey Ark.
(d) ONTCO shall incur and spend an aggregate total of $2,500,000.00 Expenditures in or on the Property, with $500,000 of Expenditures during each 12-month period immediately prior to each of the first 5 Anniversary Dates (each such 12 month period an “ Annual Expenditure Program ”).

Legending

2.3 Pavey Ark acknowledges and agrees that the Pre-Listing and Consideration Shares to be issued under this Agreement may be subject to such resale restrictions and legending requirements as are required under applicable securities laws. At any time that Pavey Ark shall have been issued greater than 10% of the voting securities of ONTCO, Pavey Ark shall:
(a) vote such securities in favour of management nominees to the ONCTO board of directors and in support of any resolutions put forward by or supported by the management of ONTCO; and
(b) not, without the prior written consent of ONTCO, acquire additional securities of ONTCO.

Acceleration

2.4 Notwithstanding Section 2.2 herein, if, in any given time period stipulated under Section 2.2, ONTCO makes cash payments, issues Consideration Shares or incurs Expenditures exceeding the amount required to be paid, issued or incurred under Section 2.2 for that time period, ONTCO may apply the excess cash paid, Consideration shares issued or Expenditures incurred in that time period to reduce the amount of cash, Consideration

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Shares or Expenditures otherwise required to be paid, issued or incurred to maintain or exercise the Option during the following or subsequent time period(s) by a like amount. Additionally, for greater clarity, at any time during the 5-year period covered by this agreement, ONTCO may accelerate payments and expenditures to complete the 100% of its requirements for exercise of the Option ahead of the schedule provided in section 2.2 herein and upon completion of all such requirements shall be deemed to have exercised the Option and acquired all the rights optioned herein. ONTCO may at any time and from time to time elect to incur Expenditures by paying amounts directly to Pavey Ark and any such payments shall be deemed to be Expenditures for the purposes of this Agreement.

No Obligation

2.5 Pavey Ark acknowledges and agrees that this Agreement is an option only, and that, except for ONTCO's obligation to pay the Deposit and maintain the Property in good standing, no provision in this Agreement shall obligate ONTCO to issue any shares, to make any cash payments or to incur Expenditures except as consideration for the exercise of the Option. ONTCO may at any time and in its sole discretion terminate the Option and this Agreement by providing written notice to Pavey Ark, subject to the terms and conditions of this Agreement.

Royalties

2.6 Subject to Section 2.7 herein, Pavey Ark reserves the Royalty. Pavey Ark and ONTCO shall enter into an agreement with respect to the Royalty on the terms and conditions set forth in Schedule "C" attached hereto, which shall provide as follows:
(a) Pavey Ark will be entitled to a 2.0% of Net Smelter Returns on all mineral products produced from the Property and the Area of Interest, except for the claims described as the McKinnon claims in Schedule "B" attached hereto.;
(b) Pavey Ark will be entitled to a 0.5% of Net Smelter Returns on all mineral products produced from the mining claims described as the McKinnon claims in Schedule "B" attached hereto.

Installments of the Royalty payable will be paid by ONTCO on a calendar quarterly basis, commencing with the quarter in which Commencement of Commercial Production occurs. Pavey Ark, may in its sole discretion assign all or any portion or portions of the Royalty to Helvellyn Capital Corp. (“ Helvellyn ”); Richard Sutcliffe; Richard Gilliam and/or a company or companies controlled by Richard Gilliam.

2.7 ONTCO acknowledges that, in addition to and not in substitution for the Royalty, there are existing Underlying NSRs with respect to those Legacy Claims described in Schedule B attached hereto.
2.8 Provided it shall by then have exercised the Option and be in Commercial Production on the Property, ONTCO will have a 30-day right of first refusal on the sale of any portion of Pavey Ark’s royalty by Pavey Ark. The right granted in this Section 2.8 shall not be assignable by ONTCO except for assignment to a listed entity constituting a Listing Transaction.

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ARTICLE 3 EXERCISE OF OPTION

Deemed Exercise

3.1 In the event that ONTCO shall have made all of cash payments and issuances as contemplated under Section 2.2 herein and otherwise completed performance of the Consideration, ONTCO shall without any further payment or action be deemed to have exercised the Option and to have acquired and been vested with all of Pavey Ark’s right, title and interest in and to the Property, being an undivided 100% interest, free and clear of all Encumbrances excepting the Royalty and Underlying NSRs. For greater certainty, the exercise of the Option shall include ONTCO’s right as claim holder to reduce the Underlying NSRs.

Transfer of Interest

3.2 Within five days after the exercise of the Option pursuant to Section 3.1, Pavey Ark shall execute and deliver to ONTCO such deeds of transfer or other documents or assurances as ONTCO may reasonably require to convey, transfer and assign the legal title to the Property to it, and shall appoint ONTCO as its agent for the purpose of filing the same. ONTCO shall be entitled to record the transfers contemplated hereby at its own cost with the appropriate government office.

ARTICLE 4 OPERATORSHIP

Operatorship

4.1 Pavey Ark hereby grants to ONTCO, its employees, agents and independent contractors, the sole and exclusive right, until the exercise or expiry of the Option, to:
(a) enter upon and have immediate possession of the Property;
(b) carry out operations on the Property as ONTCO may in its sole discretion determine;
(c) bring and install on the Property and remove from time to time such buildings, plant, machinery, equipment, tools, appliances and supplies as ONTCO may deem necessary; and
(d) remove from the Property reasonable quantities of rocks, ores, minerals and metals and to transport the same for the purpose of sampling, testing and assaying.

Interim Obligations of Pavey Ark

4.2 Pavey Ark shall not enter into any agreement, right or option, present or future, that could become an agreement, right or option to acquire any interest in and to the Property or any portion thereof except as provided for under this Agreement, nor shall it allow any Encumbrance to be created or registered against the Property or any portion thereof.

Interim Obligations of Ontco

4.3 Until this Agreement is terminated or the Option exercised, ONTCO shall ensure that the claims related to the Property (the “ Claims ”) are maintained in good standing and shall

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conduct all operations in a proper and workmanlike manner and in accordance with all applicable laws. The requirement to maintain Claims in good standing shall include responsibility for funding assessment work requirements due in 2020. For greater certainty, these include: $19,600 due February 8, 2020; $8,200 due March 8, 2020; $22,800 due in June 2020, and $32,800 due in July 2020.

Surrender

4.4 ONTCO may, at any time and from time to time during the term of this Agreement, abandon, surrender, or reduce the area of the Property, provided that the Claims remain in good standing with respect to all governmental filings for at least 6 months thereafter. ONTCO shall give to Pavey Ark not less than thirty days’ notice of its intention to do so and will deliver forthwith to Pavey Ark duly executed transfers of the part or parts of the Property so intended to be dealt with. Any part or parts of the Property so dealt with shall cease to be included in the Property and will cease to be subject to this Agreement for all purposes but shall not limit or modify the Consideration.

ARTICLE 5 REPRESENTATIONS AND WARRANTIES

Representations and Warranties of Pavey Ark

5.1 Pavey Ark represents and warrants to ONTCO as follows:
(a) It has the legal capacity and corporate authority to enter into and to execute this Agreement and to observe and perform its covenants and obligations hereunder; and the transactions contemplated hereby will not result in the violation of any of the terms and provisions of any agreement, written or oral, to which it is a party or by which it is bound;
(b) to the best of its knowledge, the Property has been properly staked and is in good standing in accordance with relevant governing bodies, statutes and regulations;
(c) it is the legal holder of the Property free and clear of any Encumbrances excepting the Underlying NSRs;
(d) to the best of its knowledge, there are no disputes with respect to the title to the Property, and no other party has an interest in the Property or the exploration or production of mineral products from or in relation to the Property, or any right to acquire any such interest;
(e) there are no actions, suits, claims, proceedings, litigation or investigations pending or to the best of its knowledge after due investigation, threatened, or judgments outstanding and unsatisfied against or affecting its or any part of or all of the Property;
(f) there are no outstanding orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Property and the conduct of the operations related thereto, and it is not aware of any notice of same, and is not aware of any basis on which such orders or direction could be made;

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(g) Pavey Ark’s ownership of the Property is in compliance with, is not in default or violation in any material respect under, and Pavey Ark has not been charged with or received any notice at any time of any material violation of any statute, law, ordinance, regulation, rule, decree or other applicable regulation in connection with Pavey Ark's ownership of the Property;
(h) to the best of its knowledge, there are no pending or ongoing actions taken by or on behalf of any First Nations persons pursuant to the assertion of any land claims with respect to lands included in the Property; and
(i) Pavey Ark has duly filed or cause to be filed all reports and returns required to be filed with governmental authorities and has obtained all governmental permits and other consents reasonably required to maintain its rights in and to the Property, except as may be required after the execution of this Agreement, and all of such permits and consents are in full force and effect, and no proceedings for the suspension or cancellation of any of them, and no investigation relating to any of them, is pending or, to its knowledge, threatened, and none of them will be adversely affected by the execution of this Agreement.

Representations and Warranties of ONTCO

5.2 ONTCO represents and warrants to Pavey as follows:
(a) it has the legal capacity and corporate authority to enter into and to execute this Agreement and to observe and perform its covenants and obligations hereunder; and the transactions contemplated hereby will not result in the violation of any of the terms and provisions of any agreement, written or oral, to which ONTCO may be a party or by which ONTCO is or may be bound;
(b) it is not a non-Canadian for purposes of the Investment Canada Act .

Survival

5.3 The representations and warranties of Pavey Ark contained in Section 5.1 are provided for the exclusive benefit of ONTCO, and any misrepresentation or breach of warranty may be waived by ONTCO in whole or in part at any time without prejudice to its rights in respect of any other misrepresentation or breach of the same or any other representation or warranty; and the representations and warranties contained in Section 5.1 shall survive the execution and performance of this Agreement until the exercise of the Option after which they shall be deemed to have expired.
5.4 The representations and warranties of ONTCO contained in Section 5.2 are provided for the exclusive benefit of Pavey Ark, and any misrepresentation or breach of warranty may be waived by Pavey Ark in whole or in part at any time without prejudice to its rights in respect of any other misrepresentation or breach of the same or any other representation or warranty; and the representations and warranties contained in Section 5.2 shall survive the execution and performance of this Agreement.

ARTICLE 6 DILIGENCE AND CONDITIONS PRECEDENT

Due Diligence

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6.1 Upon execution of this Agreement, Pavey Ark shall deliver or cause to be delivered to ONTCO all information in its possession or control, whether in tangible or electronic form, relating to the Property, including but not limited to true copies of all the mineral rights comprising the Property and all maps, assays, surveys, drill logs, samples, metallurgical, geological, geophysical, geochemical and engineering data (whether in tangible or electronic form) in respect of the Property. Pavey Ark shall also ensure that ONTCO has full access to the Property to conduct investigations as ONTCO sees fit. ONTCO may request information from Pavey Ark relating to the Property and Pavey Ark shall use reasonable efforts to supply the same.

Conditions Precedent

6.2 The parties acknowledge and agree that the completion of the transactions contemplated hereunder is subject to completion of the following on or before the Conditions Date:
(a) ONTCO and Pavey Ark receiving the prior approval from its board of directors with respect to the transactions contemplated herein;
(b) the representations and warranties of each party hereunder being true as at the Approval Date.

ARTICLE 7TERMINATION

Termination

7.1 This Agreement may be terminated prior to the exercise of the Option:
(a) upon the mutual agreement of the parties;
(b) by Pavey Ark:
- (i) if ONTCO is in default of its obligations under this Agreement, including the prompt payment or issuance of each part of the Consideration, and Pavey shall have provided written notice (a " Default Notice ") to ONTCO of such default; and
- (ii) if ONTCO remains in default of such obligations after 30 days from its receipt of the Default Notice;
(c) by ONTCO pursuant to Section 2.5 herein.

Events on Termination

7.2 If this Agreement is terminated pursuant to Subsection 7.1(c) or (d) herein:
(a) in the event that ONTCO has registered title to the Property in its own name or the name of its nominee, ONTCO shall forthwith deliver duly executed transfers of the Property in favour of Pavey Ark;
(b) ONTCO shall remove from the Property within twelve months of termination, or sooner if required under applicable law, all structures, machinery, equipment, facilities and supplies erected, installed or brought upon the Property by or at the

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instance of ONTCO. In the event that, after such twelve month period (or shorter period if required under applicable law) any of such structures, machinery, equipment, facilities or supplies are not removed from the Property, then Pavey may, in its sole discretion, remove such structures, machinery, equipment, facilities or supplies from the Property at the cost of ONTCO;

(c) the option herein shall expire unexercised, and ONTCO shall have no further right or interest in the Property and Pavey shall be entitled to retain, as liquidated damages and not a penalty, all Consideration paid or issued to it and benefit of all Expenditures pursuant to the Consideration; and
(d) ONTCO shall return all Data including maps, drill core, samples, assays, geological and other technical reports, studies, designs, plans and financial or other records (whether in tangible or electronic form) related to a Property in the possession or under the control of ONTCO.

ARTICLE 8 AREA OF INTEREST

Area of Interest

8.1 If, prior to the Option being exercised pursuant to Section 3.1, ONTCO or Pavey Ark (such party a " Staking Party ") stakes or acquires any interest in mineral claims or any other form of mineral tenure (the " AOI Tenure ") located wholly or partially in the area (the " Area of Interest ") within 2.0 km of any of the boundaries of the Property, the Staking Party shall forthwith give notice to the other (such party receiving notice referred to as an " Electing Party "), as applicable, of such staking or acquisition, and all details in the Staking Party’s possession with respect to the nature of such AOI Tenure and the known mineralization thereon. Upon delivery of such notice, the Electing Party may, in its sole discretion, elect by notice to the Staking Party, require that such AOI Tenure be included in and thereafter form a part of the Property.

ARTICLE 9 INDEMNITY

Indemnity for Pavey

9.1 ONTCO shall indemnify, defend and save harmless Pavey Ark, its directors, officers, employees and agents, from all claims, demands, suits, judgments, costs, and expenses (including but not limited to reasonable legal costs) on account of any loss or injury suffered by them, directly or indirectly, by reason of or arising out of:
(a) a breach of any agreement, term or covenant on the part of ONTCO made or to be observed or performed under this Agreement; or
(b) any operations or activities conducted in or on the Property by or on behalf of ONTCO including as required hereunder.

Indemnity for ONTCO

9.2 Pavey Ark shall indemnify, defend and save harmless ONTCO, its directors, officers, employees and agents from all claims, demands, suits, judgments, costs, and expenses (including but not limited to reasonable legal costs) on account of any loss or injury suffered by them to the extent that such loss or injury was caused by any representation

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or warranty of Pavey Ark under this Agreement being untrue or materially incomplete, except that no claim shall be brought under this subsection after the expiry of the representations and warranties as provided in section 5.3 and the total liability of Pavey Ark hereunder shall be limited at all times to the amount of the Consideration actually received by Pavey Ark.

ARTICLE 10 RESTRICTIONS ON TRANSFERS AND ENCUMBRANCES

Restrictions on Transfers and Encumbrances

10.1 Pavey Ark shall not sell, transfer, assign or convey or grant any Encumbrance over all or part of its interest in the Property or this Agreement, or any of its rights, benefits and privileges hereunder without the prior written consent of ONTCO.
10.2 Except for a Listing Transaction, prior to the Exercise of the Option, ONTCO shall not sell, transfer, assign or convey or grant any Encumbrance over all or part of its interest in the Property or this Agreement, or any of its rights, benefits and privileges hereunder without the prior written consent of Pavey Ark.

ARTICLE 11 GENERAL

Relationship

11.1 Nothing in this Agreement will be deemed to constitute either party as a partner, agent or legal representative of the other, or to create any fiduciary relationship between them, for any purpose whatsoever.

Other Activities

11.2 Nothing in this Agreement will restrict in any way the freedom of either party, except with respect to its interest in the Property as provided herein, to conduct as it sees fit any business or activity whatsoever, including the exploration for, or the development, mining, production or marketing of, any mineral, without any accountability to the other party. No party which is the owner or operator of another mining property, mill or other facility will be obliged to mill, beneficiate or handle any material from the Property.

Further Assurances

11.3 Each of the parties hereby covenants and agrees to execute all further and other documents and instruments and to do all further and other things that may be necessary to implement and carry out the intent of this Agreement.

Notices

11.4 Each notice, demand or other communication required or permitted to be given under this Agreement shall be in writing and shall be sent by prepaid registered mail addressed to the party entitled to receive the same, or delivered to such party by hand, or communicated by fax or email, at the address for such party as described in the first page above. The date of receipt of any notice, demand or other communication shall be the date of delivery thereof if delivered, the date of transmission if communicated by fax or email, or, if given by registered mail as aforesaid, shall be deemed conclusively to be the third day after the

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same shall have been so mailed except in the case of interruption of postal services for any reason whatever, in which case the date of receipt shall be the date on which the notice, demand or other communication is actually received by the addressee. The parties may at any time and from time to time notify the other party in writing of a change of address and the new address to which notice shall be given to it thereafter until further change.

Entire Agreement

11.5 This Agreement, including the Schedules hereto, shall constitute the entire Agreement of the parties with respect to the subject matter hereof, and no modification or alteration of this Agreement shall be effective unless agreed to in writing by both of the parties. No prior or contemporaneous agreements shall be binding upon the parties.

Pavey Ark Affiliates

11.6 Pavey Ark may direct all or any portion or portions of the Consideration and/or the Royalty to be paid or issued to Helvellyn, Richard Sutcliffe, Richard Gilliam or any corporation controlled by Richard Gilliam..

Jurisdiction

11.7 This Agreement shall in all respects be governed by and be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party irrevocably submits to the jurisdiction of the courts of the Province of Ontario with respect to any matter arising hereunder or related hereto to the specific and entire exclusion of all other jurisdictions.

Enurement

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

Recording of this Agreement

11.9 ONTCO may, in its sole discretion and expense, record this Agreement or a memorandum of this Agreement in the office of any applicable governmental authority in order to give notice to third persons of this Agreement, and Pavey agrees to execute all such documents as are necessary to perfect such recording.

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/s/ L. S. Duquette /s/ R. H. Sutcliffe

SCHEDULE A THE PROPERTY

The Property comprises the following mineral interests located in the Sault Ste Marie and Porcupine Mining Divisions in the Province of Ontario:

Legacy Claim Id	Township / Area	Tenure ID	Tenure Type	Anniversary Date	Tenure Status	Tenure Percentage
4280496	LEGGE	103402	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280496	LEGGE	268416	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280496	LEGGE	119866	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280497	LEGGE	103402	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280497	LEGGE	326980	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280497	LEGGE	298365	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280497	LEGGE	268416	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280497	LEGGE	243909	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280497	LEGGE	223734	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280497	LEGGE	183919	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280497	LEGGE	177891	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280497	LEGGE	158361	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280497	LEGGE	158360	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280497	LEGGE	119866	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280497	LEGGE	119033	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280497	LEGGE	119032	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280498	LEGGE	117537	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280498	LEGGE,MINNIPUKA	175134	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280498	LEGGE	326980	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280498	LEGGE	312895	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280498	LEGGE	293494	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280498	LEGGE	288322	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280498	LEGGE	190152	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280498	LEGGE	172731	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280498	LEGGE	172730	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280498	LEGGE	172729	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280498	LEGGE	158360	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100

5781451.1

16 -

4280498	LEGGE	119033	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280499	LEGGE	117537	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280499	LEGGE	336706	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280499	LEGGE	276281	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280499	LEGGE	127758	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280500	LEGGE	117537	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280500	MINNIPUKA	324352	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280500	MINNIPUKA	288321	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280500	MINNIPUKA	155713	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280500	MINNIPUKA	127756	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280500	LEGGE,MINNIPUKA	336705	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280500	LEGGE,MINNIPUKA	175134	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280500	LEGGE,MINNIPUKA	155714	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280500	LEGGE,MINNIPUKA	127757	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280500	LEGGE	336706	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280500	LEGGE	324353	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280500	LEGGE	288323	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280500	LEGGE	288322	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280500	LEGGE	276281	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280500	LEGGE	276280	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280500	LEGGE	127758	Single Cell Mining Claim	2019-11-04	Hold Pending extension of time	100
4280351	PUSKUTA	118996	Single Cell Mining Claim	2019-11-07	Hold Pending extension of time	100
4280351	PUSKUTA	338671	Single Cell Mining Claim	2019-11-07	Hold Pending extension of time	100
4280351	PUSKUTA	329796	Single Cell Mining Claim	2019-11-07	Hold Pending extension of time	100
4280351	PUSKUTA	251086	Single Cell Mining Claim	2019-11-07	Hold Pending extension of time	100
4280351	PUSKUTA	243060	Single Cell Mining Claim	2019-11-07	Hold Pending extension of time	100
4280351	PUSKUTA	199061	Single Cell Mining Claim	2019-11-07	Hold Pending extension of time	100
4280351	PUSKUTA	186902	Single Cell Mining Claim	2019-11-07	Hold Pending extension of time	100
4280351	PUSKUTA	177027	Single Cell Mining Claim	2019-11-07	Hold Pending extension of time	100
4280351	PUSKUTA	158336	Single Cell Mining Claim	2019-11-07	Hold Pending extension of time	100
4280351	PUSKUTA	131180	Single Cell Mining Claim	2019-11-07	Hold Pending extension of time	100
4280351	PUSKUTA	122987	Single Cell Mining Claim	2019-11-07	Hold Pending extension of time	100

5781451.1

17 -

4280352	PUSKUTA	103375	Single Cell Mining Claim	2019-11-07	Hold Pending extension of time	100
4280352	PUSKUTA	282885	Single Cell Mining Claim	2019-11-07	Hold Pending extension of time	100
4280352	PUSKUTA	253714	Single Cell Mining Claim	2019-11-07	Hold Pending extension of time	100
4280352	PUSKUTA	199061	Single Cell Mining Claim	2019-11-07	Hold Pending extension of time	100
4280352	PUSKUTA	186902	Single Cell Mining Claim	2019-11-07	Hold Pending extension of time	100
4280352	PUSKUTA	158336	Single Cell Mining Claim	2019-11-07	Hold Pending extension of time	100
4280352	PUSKUTA	122988	Single Cell Mining Claim	2019-11-07	Hold Pending extension of time	100
4280352	PUSKUTA	122987	Single Cell Mining Claim	2019-11-07	Hold Pending extension of time	100
4280352	PUSKUTA	119843	Single Cell Mining Claim	2019-11-07	Hold Pending extension of time	100
4280495	LEGGE	177835	Single Cell Mining Claim	2019-11-07	Hold Pending extension of time	100
4280495	PUSKUTA	231180	Single Cell Mining Claim	2019-11-07	Hold Pending extension of time	100
4280495	PUSKUTA	223693	Single Cell Mining Claim	2019-11-07	Hold Pending extension of time	100
4280495	PUSKUTA	164445	Single Cell Mining Claim	2019-11-07	Hold Pending extension of time	100
4280495	PUSKUTA	158336	Single Cell Mining Claim	2019-11-07	Hold Pending extension of time	100
4280495	PUSKUTA	119843	Single Cell Mining Claim	2019-11-07	Hold Pending extension of time	100
4280495	PUSKUTA	118996	Single Cell Mining Claim	2019-11-07	Hold Pending extension of time	100
4280495	PUSKUTA	118995	Single Cell Mining Claim	2019-11-07	Hold Pending extension of time	100
4280495	PUSKUTA	103375	Single Cell Mining Claim	2019-11-07	Hold Pending extension of time	100
4280495	LEGGE,PUSKUTA	339365	Single Cell Mining Claim	2019-11-07	Hold Pending extension of time	100
4280495	LEGGE,PUSKUTA	279180	Single Cell Mining Claim	2019-11-07	Hold Pending extension of time	100
4280495	LEGGE,PUSKUTA	223711	Single Cell Mining Claim	2019-11-07	Hold Pending extension of time	100
4280495	LEGGE	243868	Single Cell Mining Claim	2019-11-07	Hold Pending extension of time	100
4280496	LEGGE	243868	Single Cell Mining Claim	2019-11-07	Hold Pending extension of time	100
4280497	LEGGE	243868	Single Cell Mining Claim	2019-11-07	Hold Pending extension of time	100
4280497	LEGGE	177835	Single Cell Mining Claim	2019-11-07	Hold Pending extension of time	100
4280783	WALLS	123204	Single Cell Mining Claim	2019-12-21	Hold Pending extension of time	100
4280783	WALLS	337201	Single Cell Mining Claim	2019-12-21	Hold Pending extension of time	100
4280783	WALLS	194572	Single Cell Mining Claim	2019-12-21	Hold Pending extension of time	100
4280783	WALLS	175057	Single Cell Mining Claim	2019-12-21	Hold Pending extension of time	100
4280784	WALLS	118935	Single Cell Mining Claim	2019-12-21	Hold Pending extension of time	100
4280784	WALLS	234528	Single Cell Mining Claim	2019-12-21	Hold Pending extension of time	100
4280784	WALLS	161689	Single Cell Mining Claim	2019-12-21	Hold Pending extension of time	100

5781451.1

18 -

4280784	WALLS	123204	Single Cell Mining Claim	2019-12-21	Hold Pending extension of time	100
4280785	WALLS	228635	Single Cell Mining Claim	2019-12-21	Hold Pending extension of time	100
4280785	WALLS	307939	Single Cell Mining Claim	2019-12-21	Hold Pending extension of time	100
4280785	WALLS	234528	Single Cell Mining Claim	2019-12-21	Hold Pending extension of time	100
4280786	WALLS	218815	Single Cell Mining Claim	2019-12-21	Hold Pending extension of time	100
4280786	WALLS	343679	Single Cell Mining Claim	2019-12-21	Hold Pending extension of time	100
4280786	WALLS	312908	Single Cell Mining Claim	2019-12-21	Hold Pending extension of time	100
4280786	WALLS	226138	Single Cell Mining Claim	2019-12-21	Hold Pending extension of time	100
4280787	WALLS	173456	Single Cell Mining Claim	2019-12-21	Hold Pending extension of time	100
4280787	WALLS	306897	Single Cell Mining Claim	2019-12-21	Hold Pending extension of time	100
4280787	WALLS	226138	Single Cell Mining Claim	2019-12-21	Hold Pending extension of time	100
4280787	WALLS	203527	Single Cell Mining Claim	2019-12-21	Hold Pending extension of time	100
4280788	WALLS	130422	Single Cell Mining Claim	2019-12-21	Hold Pending extension of time	100
4280788	WALLS	306897	Single Cell Mining Claim	2019-12-21	Hold Pending extension of time	100
4280788	WALLS	261801	Single Cell Mining Claim	2019-12-21	Hold Pending extension of time	100
4280788	WALLS	235947	Single Cell Mining Claim	2019-12-21	Hold Pending extension of time	100
4280788	WALLS	160584	Single Cell Mining Claim	2019-12-21	Hold Pending extension of time	100
4280789	WALLS	136169	Single Cell Mining Claim	2019-12-21	Hold Pending extension of time	100
4280789	WALLS	235947	Single Cell Mining Claim	2019-12-21	Hold Pending extension of time	100
4280789	WALLS	188151	Single Cell Mining Claim	2019-12-21	Hold Pending extension of time	100
4280789	WALLS	142201	Single Cell Mining Claim	2019-12-21	Hold Pending extension of time	100
4242116	WALLS	104518	Single Cell Mining Claim	2020-02-08	Active	100
4242116	WALLS	297111	Boundary Cell Mining Claim	2020-02-08	Active	100
4242116	WALLS	278488	Boundary Cell Mining Claim	2020-02-08	Active	100
4242116	WALLS	277700	Single Cell Mining Claim	2020-02-08	Active	100
4242116	WALLS	259653	Single Cell Mining Claim	2020-02-08	Active	100
4242116	WALLS	243167	Single Cell Mining Claim	2020-02-08	Active	100
4242116	WALLS	230474	Boundary Cell Mining Claim	2020-02-08	Active	100
4242116	WALLS	230473	Single Cell Mining Claim	2020-02-08	Active	100
4242116	WALLS	222512	Boundary Cell Mining Claim	2020-02-08	Active	100
4242116	WALLS	192604	Single Cell Mining Claim	2020-02-08	Active	100
4242116	WALLS	176599	Boundary Cell Mining Claim	2020-02-08	Active	100
4242116	WALLS	163714	Single Cell Mining Claim	2020-02-08	Active	100
4242116	WALLS	129190	Single Cell Mining Claim	2020-02-08	Active	100
4242116	WALLS	118470	Single Cell Mining Claim	2020-02-08	Active	100
4242116	WALLS	118469	Single Cell Mining Claim	2020-02-08	Active	100

5781451.1

19 -

4266806	PUSKUTA	119341	Single Cell Mining Claim	2020-02-08	Active	100
4266806	PUSKUTA	340723	Single Cell Mining Claim	2020-02-08	Active	100
4266806	PUSKUTA	328300	Boundary Cell Mining Claim	2020-02-08	Active	100
4266806	PUSKUTA	280543	Boundary Cell Mining Claim	2020-02-08	Active	100
4266806	PUSKUTA	280542	Single Cell Mining Claim	2020-02-08	Active	100
4266806	PUSKUTA	269782	Single Cell Mining Claim	2020-02-08	Active	100
4266806	PUSKUTA	269781	Single Cell Mining Claim	2020-02-08	Active	100
4266806	PUSKUTA	245256	Single Cell Mining Claim	2020-02-08	Active	100
4266806	PUSKUTA	233072	Boundary Cell Mining Claim	2020-02-08	Active	100
4266806	PUSKUTA	233071	Boundary Cell Mining Claim	2020-02-08	Active	100
4266806	PUSKUTA	225079	Single Cell Mining Claim	2020-02-08	Active	100
4266806	PUSKUTA	185247	Single Cell Mining Claim	2020-02-08	Active	100
4266806	PUSKUTA	179218	Single Cell Mining Claim	2020-02-08	Active	100
4266806	PUSKUTA	159705	Single Cell Mining Claim	2020-02-08	Active	100
4266806	PUSKUTA	159704	Single Cell Mining Claim	2020-02-08	Active	100
4269930	MINNIPUKA	342326	Single Cell Mining Claim	2020-02-08	Active	100
4269930	MINNIPUKA	216785	Single Cell Mining Claim	2020-02-08	Active	100
4269930	MINNIPUKA	216784	Single Cell Mining Claim	2020-02-08	Active	100
4269931	WALLS	118843	Single Cell Mining Claim	2020-02-08	Active	100
4269931	WALLS	215886	Single Cell Mining Claim	2020-02-08	Active	100
4269931	WALLS	186602	Single Cell Mining Claim	2020-02-08	Active	100
4269931	WALLS	180546	Single Cell Mining Claim	2020-02-08	Active	100
4269931	WALLS	167133	Single Cell Mining Claim	2020-02-08	Active	100
4269931	WALLS	161082	Single Cell Mining Claim	2020-02-08	Active	100
4269931	WALLS	122591	Single Cell Mining Claim	2020-02-08	Active	100
4269931	WALLS	122590	Boundary Cell Mining Claim	2020-02-08	Active	100
4269931	WALLS	122588	Boundary Cell Mining Claim	2020-02-08	Active	100
4269932	WALLS	188130	Single Cell Mining Claim	2020-02-08	Active	100
4269932	WALLS	136152	Single Cell Mining Claim	2020-02-08	Active	100
4269932	WALLS	122591	Single Cell Mining Claim	2020-02-08	Active	100
4269932	MINNIPUKA,WALLS	254902	Single Cell Mining Claim	2020-02-08	Active	100
4269932	MINNIPUKA,WALLS	236782	Single Cell Mining Claim	2020-02-08	Active	100
4269932	MINNIPUKA,WALLS	188129	Single Cell Mining Claim	2020-02-08	Active	100
4269932	MINNIPUKA	342369	Single Cell Mining Claim	2020-02-08	Active	100
4269932	MINNIPUKA	342326	Single Cell Mining Claim	2020-02-08	Active	100
4269932	MINNIPUKA	304126	Single Cell Mining Claim	2020-02-08	Active	100
4269932	MINNIPUKA	304125	Single Cell Mining Claim	2020-02-08	Active	100
4269932	MINNIPUKA	283941	Single Cell Mining Claim	2020-02-08	Active	100
4269932	MINNIPUKA	254901	Single Cell Mining Claim	2020-02-08	Active	100
4269932	MINNIPUKA	235927	Single Cell Mining Claim	2020-02-08	Active	100
4269932	MINNIPUKA	235926	Single Cell Mining Claim	2020-02-08	Active	100
4269932	MINNIPUKA	142186	Single Cell Mining Claim	2020-02-08	Active	100

5781451.1

20 -

4266806	PUSKUTA	245255	Single Cell Mining Claim	2020-03-08	Active	100
4266806	PUSKUTA	225078	Single Cell Mining Claim	2020-03-08	Active	100
4266806	PUSKUTA	179217	Single Cell Mining Claim	2020-03-08	Active	100
4283661	PUSKUTA	111730	Single Cell Mining Claim	2020-03-08	Active	100
4283661	PUSKUTA	339268	Single Cell Mining Claim	2020-03-08	Active	100
4283661	PUSKUTA	329870	Single Cell Mining Claim	2020-03-08	Active	100
4283661	PUSKUTA	299846	Single Cell Mining Claim	2020-03-08	Active	100
4283661	PUSKUTA	299845	Boundary Cell Mining Claim	2020-03-08	Active	100
4283661	PUSKUTA	263183	Single Cell Mining Claim	2020-03-08	Active	100
4283661	PUSKUTA	251190	Single Cell Mining Claim	2020-03-08	Active	100
4283661	PUSKUTA	245255	Single Cell Mining Claim	2020-03-08	Active	100
4283661	PUSKUTA	243159	Single Cell Mining Claim	2020-03-08	Active	100
4283661	PUSKUTA	225078	Single Cell Mining Claim	2020-03-08	Active	100
4283661	PUSKUTA	214488	Single Cell Mining Claim	2020-03-08	Active	100
4283661	PUSKUTA	214487	Single Cell Mining Claim	2020-03-08	Active	100
4283661	PUSKUTA	214486	Single Cell Mining Claim	2020-03-08	Active	100
4283661	PUSKUTA	195957	Single Cell Mining Claim	2020-03-08	Active	100
4283661	PUSKUTA	184436	Single Cell Mining Claim	2020-03-08	Active	100
4283661	PUSKUTA	184435	Single Cell Mining Claim	2020-03-08	Active	100
4283661	PUSKUTA	179217	Single Cell Mining Claim	2020-03-08	Active	100
4283661	PUSKUTA	161932	Single Cell Mining Claim	2020-03-08	Active	100
4283665	HAWKINS	276969	Single Cell Mining Claim	2020-03-08	Active	100
4283665	HAWKINS	337407	Single Cell Mining Claim	2020-03-08	Active	100
4283665	HAWKINS	325046	Single Cell Mining Claim	2020-03-08	Active	100
1229071	HAWKINS	156306	Single Cell Mining Claim	2020-06-06	Active	100
1229071	HAWKINS	229144	Single Cell Mining Claim	2020-06-06	Active	100
1229071	HAWKINS	221163	Single Cell Mining Claim	2020-06-06	Active	100
1229072	HAWKINS	102324	Single Cell Mining Claim	2020-06-06	Active	100
1229072	HAWKINS	336802	Single Cell Mining Claim	2020-06-06	Active	100
1229072	HAWKINS	324948	Single Cell Mining Claim	2020-06-06	Active	100
1229072	HAWKINS	295736	Single Cell Mining Claim	2020-06-06	Active	100
1229072	HAWKINS	258344	Single Cell Mining Claim	2020-06-06	Active	100
1229072	HAWKINS	229144	Single Cell Mining Claim	2020-06-06	Active	100
1229072	HAWKINS	221163	Single Cell Mining Claim	2020-06-06	Active	100
1229072	HAWKINS	221162	Single Cell Mining Claim	2020-06-06	Active	100
1229072	HAWKINS	156307	Single Cell Mining Claim	2020-06-06	Active	100
1229072	HAWKINS	156306	Single Cell Mining Claim	2020-06-06	Active	100
1229072	HAWKINS	127859	Single Cell Mining Claim	2020-06-06	Active	100
1229072	HAWKINS	102325	Single Cell Mining Claim	2020-06-06	Active	100
4267269	HAWKINS	130877	Single Cell Mining Claim	2020-06-22	Active	100
4267269	HAWKINS,WALLS	328402	Single Cell Mining Claim	2020-06-22	Active	100
4267269	HAWKINS,WALLS	289229	Single Cell Mining Claim	2020-06-22	Active	100

5781451.1

21 -

4267269	HAWKINS,WALLS	245858	Single Cell Mining Claim	2020-06-22	Active	100
4267269	HAWKINS,WALLS	215125	Single Cell Mining Claim	2020-06-22	Active	100
4267269	HAWKINS,WALLS	119427	Single Cell Mining Claim	2020-06-22	Active	100
4267269	HAWKINS	297432	Single Cell Mining Claim	2020-06-22	Active	100
4267269	HAWKINS	262340	Single Cell Mining Claim	2020-06-22	Active	100
4267269	HAWKINS	250292	Single Cell Mining Claim	2020-06-22	Active	100
4267269	HAWKINS	242285	Single Cell Mining Claim	2020-06-22	Active	100
4267269	HAWKINS	176179	Single Cell Mining Claim	2020-06-22	Active	100
4267269	HAWKINS	147572	Single Cell Mining Claim	2020-06-22	Active	100
4267270	HAWKINS,WALLS	119427	Single Cell Mining Claim	2020-06-22	Active	100
4267270	WALLS	289230	Single Cell Mining Claim	2020-06-22	Active	100
4267270	WALLS	281139	Single Cell Mining Claim	2020-06-22	Active	100
4267270	WALLS	245859	Single Cell Mining Claim	2020-06-22	Active	100
4267270	WALLS	233162	Single Cell Mining Claim	2020-06-22	Active	100
4267270	WALLS	185344	Single Cell Mining Claim	2020-06-22	Active	100
4267270	WALLS	160312	Single Cell Mining Claim	2020-06-22	Active	100
4267270	WALLS	121841	Single Cell Mining Claim	2020-06-22	Active	100
4267270	WALLS	104183	Single Cell Mining Claim	2020-06-22	Active	100
4267270	WALLS	104182	Single Cell Mining Claim	2020-06-22	Active	100
4267270	WALLS	104007	Single Cell Mining Claim	2020-06-22	Active	100
4267270	HAWKINS,WALLS	328402	Single Cell Mining Claim	2020-06-22	Active	100
4267270	HAWKINS,WALLS	289229	Single Cell Mining Claim	2020-06-22	Active	100
4267270	HAWKINS,WALLS	245858	Single Cell Mining Claim	2020-06-22	Active	100
4267270	HAWKINS,WALLS	215125	Single Cell Mining Claim	2020-06-22	Active	100
1229071	HAWKINS	337457	Single Cell Mining Claim	2020-06-25	Active	100
1229071	HAWKINS	296421	Single Cell Mining Claim	2020-06-25	Active	100
1229071	HAWKINS	241982	Single Cell Mining Claim	2020-06-25	Active	100
1229072	HAWKINS	276375	Single Cell Mining Claim	2020-06-25	Active	100
1229072	HAWKINS	258345	Single Cell Mining Claim	2020-06-25	Active	100
4267268	HAWKINS	103453	Single Cell Mining Claim	2020-06-25	Active	100
4267268	HAWKINS	327034	Single Cell Mining Claim	2020-06-25	Active	100
4267268	HAWKINS	298415	Single Cell Mining Claim	2020-06-25	Active	100
4267268	HAWKINS	276375	Single Cell Mining Claim	2020-06-25	Active	100
4267268	HAWKINS	268464	Single Cell Mining Claim	2020-06-25	Active	100
4267268	HAWKINS	258345	Single Cell Mining Claim	2020-06-25	Active	100
4267268	HAWKINS	243960	Single Cell Mining Claim	2020-06-25	Active	100
4267268	HAWKINS	231744	Single Cell Mining Claim	2020-06-25	Active	100
4267268	HAWKINS	158410	Single Cell Mining Claim	2020-06-25	Active	100
4267268	HAWKINS	119091	Single Cell Mining Claim	2020-06-25	Active	100
4267269	HAWKINS	243960	Single Cell Mining Claim	2020-06-25	Active	100
4267269	HAWKINS	158410	Single Cell Mining Claim	2020-06-25	Active	100
4272109	HAWKINS	104365	Single Cell Mining Claim	2020-06-25	Active	100

5781451.1

22 -

4272109	HAWKINS	337458	Single Cell Mining Claim	2020-06-25	Active	100
4272109	HAWKINS	337457	Single Cell Mining Claim	2020-06-25	Active	100
4272109	HAWKINS	296421	Single Cell Mining Claim	2020-06-25	Active	100
4272109	HAWKINS	296420	Single Cell Mining Claim	2020-06-25	Active	100
4272109	HAWKINS	241983	Single Cell Mining Claim	2020-06-25	Active	100
4272109	HAWKINS	241982	Single Cell Mining Claim	2020-06-25	Active	100
4272109	HAWKINS	229800	Single Cell Mining Claim	2020-06-25	Active	100
4272109	HAWKINS	229799	Single Cell Mining Claim	2020-06-25	Active	100
4272109	HAWKINS	221837	Single Cell Mining Claim	2020-06-25	Active	100
4272109	HAWKINS	128519	Single Cell Mining Claim	2020-06-25	Active	100
4272109	HAWKINS	128518	Single Cell Mining Claim	2020-06-25	Active	100
4272109	HAWKINS	119637	Single Cell Mining Claim	2020-06-25	Active	100
4265571	MINNIPUKA	133490	Single Cell Mining Claim	2020-07-02	Active	100
4265571	WALLS	180545	Single Cell Mining Claim	2020-07-02	Active	100
4265571	WALLS	122589	Single Cell Mining Claim	2020-07-02	Active	100
4265571	MINNIPUKA,WALLS	233262	Single Cell Mining Claim	2020-07-02	Active	100
4265571	MINNIPUKA,WALLS	164631	Single Cell Mining Claim	2020-07-02	Active	100
4265571	MINNIPUKA,WALLS	164630	Single Cell Mining Claim	2020-07-02	Active	100
4265571	MINNIPUKA	252771	Single Cell Mining Claim	2020-07-02	Active	100
4265571	MINNIPUKA	233261	Single Cell Mining Claim	2020-07-02	Active	100
4265571	MINNIPUKA	225251	Single Cell Mining Claim	2020-07-02	Active	100
4265571	MINNIPUKA	178685	Single Cell Mining Claim	2020-07-02	Active	100
4265571	MINNIPUKA	178684	Single Cell Mining Claim	2020-07-02	Active	100
4265571	MINNIPUKA	149412	Single Cell Mining Claim	2020-07-02	Active	100
4265572	MINNIPUKA	135057	Single Cell Mining Claim	2020-07-02	Active	100
4265572	MINNIPUKA	310900	Single Cell Mining Claim	2020-07-02	Active	100
4265572	MINNIPUKA	303582	Single Cell Mining Claim	2020-07-02	Active	100
4265572	MINNIPUKA	292182	Single Cell Mining Claim	2020-07-02	Active	100
4265572	MINNIPUKA	283380	Single Cell Mining Claim	2020-07-02	Active	100
4265572	MINNIPUKA	283379	Single Cell Mining Claim	2020-07-02	Active	100
4265572	MINNIPUKA	277552	Single Cell Mining Claim	2020-07-02	Active	100
4265572	MINNIPUKA	255008	Single Cell Mining Claim	2020-07-02	Active	100
4265572	MINNIPUKA	235925	Single Cell Mining Claim	2020-07-02	Active	100
4265572	MINNIPUKA	216783	Single Cell Mining Claim	2020-07-02	Active	100
4265572	MINNIPUKA	207198	Single Cell Mining Claim	2020-07-02	Active	100
4265572	MINNIPUKA	200379	Single Cell Mining Claim	2020-07-02	Active	100
4265572	MINNIPUKA	178685	Single Cell Mining Claim	2020-07-02	Active	100
4265572	MINNIPUKA	176443	Single Cell Mining Claim	2020-07-02	Active	100
4265572	MINNIPUKA	156990	Single Cell Mining Claim	2020-07-02	Active	100
4265573	MINNIPUKA	104384	Single Cell Mining Claim	2020-07-02	Active	100
4265573	MINNIPUKA	337476	Single Cell Mining Claim	2020-07-02	Active	100
4265573	MINNIPUKA	337475	Single Cell Mining Claim	2020-07-02	Active	100

5781451.1

23 -

4265573	MINNIPUKA	277582	Single Cell Mining Claim	2020-07-02	Active	100
4265573	MINNIPUKA	277552	Single Cell Mining Claim	2020-07-02	Active	100
4265573	MINNIPUKA	242524	Single Cell Mining Claim	2020-07-02	Active	100
4265573	MINNIPUKA	242523	Single Cell Mining Claim	2020-07-02	Active	100
4265573	MINNIPUKA	242522	Single Cell Mining Claim	2020-07-02	Active	100
4265573	MINNIPUKA	229822	Single Cell Mining Claim	2020-07-02	Active	100
4265573	MINNIPUKA	222366	Single Cell Mining Claim	2020-07-02	Active	100
4265573	MINNIPUKA	222365	Single Cell Mining Claim	2020-07-02	Active	100
4265573	MINNIPUKA	176444	Single Cell Mining Claim	2020-07-02	Active	100
4265573	MINNIPUKA	176443	Single Cell Mining Claim	2020-07-02	Active	100
4265573	MINNIPUKA	176442	Single Cell Mining Claim	2020-07-02	Active	100
4265573	MINNIPUKA	163062	Single Cell Mining Claim	2020-07-02	Active	100
4265573	MINNIPUKA	156990	Single Cell Mining Claim	2020-07-02	Active	100
4265573	MINNIPUKA	129054	Single Cell Mining Claim	2020-07-02	Active	100
4265573	MINNIPUKA	119669	Single Cell Mining Claim	2020-07-02	Active	100
4265574	MINNIPUKA	112071	Single Cell Mining Claim	2020-07-02	Active	100
4265574	MINNIPUKA	337475	Single Cell Mining Claim	2020-07-02	Active	100
4265574	MINNIPUKA	335913	Single Cell Mining Claim	2020-07-02	Active	100
4265574	MINNIPUKA	315000	Single Cell Mining Claim	2020-07-02	Active	100
4265574	MINNIPUKA	277159	Single Cell Mining Claim	2020-07-02	Active	100
4265574	MINNIPUKA	277158	Single Cell Mining Claim	2020-07-02	Active	100
4265574	MINNIPUKA	260513	Single Cell Mining Claim	2020-07-02	Active	100
4265574	MINNIPUKA	248501	Single Cell Mining Claim	2020-07-02	Active	100
4265574	MINNIPUKA	242522	Single Cell Mining Claim	2020-07-02	Active	100
4265574	MINNIPUKA	240445	Single Cell Mining Claim	2020-07-02	Active	100
4265574	MINNIPUKA	204522	Single Cell Mining Claim	2020-07-02	Active	100
4265574	MINNIPUKA	174269	Single Cell Mining Claim	2020-07-02	Active	100
4265574	MINNIPUKA	159785	Single Cell Mining Claim	2020-07-02	Active	100
4265574	MINNIPUKA	139723	Single Cell Mining Claim	2020-07-02	Active	100
4265574	MINNIPUKA	139722	Single Cell Mining Claim	2020-07-02	Active	100
4265574	MINNIPUKA	112072	Single Cell Mining Claim	2020-07-02	Active	100
4265575	LEGGE,MINNIPUKA	177008	Single Cell Mining Claim	2020-07-02	Active	100
4265575	MINNIPUKA	317078	Single Cell Mining Claim	2020-07-02	Active	100
4265575	MINNIPUKA	262556	Single Cell Mining Claim	2020-07-02	Active	100
4265575	MINNIPUKA	248501	Single Cell Mining Claim	2020-07-02	Active	100
4265575	MINNIPUKA	240445	Single Cell Mining Claim	2020-07-02	Active	100
4265575	MINNIPUKA	195861	Single Cell Mining Claim	2020-07-02	Active	100
4265575	MINNIPUKA	195860	Single Cell Mining Claim	2020-07-02	Active	100
4265575	MINNIPUKA	183818	Single Cell Mining Claim	2020-07-02	Active	100
4265575	MINNIPUKA	183817	Single Cell Mining Claim	2020-07-02	Active	100
4265575	MINNIPUKA	161824	Single Cell Mining Claim	2020-07-02	Active	100
4265575	MINNIPUKA	161823	Single Cell Mining Claim	2020-07-02	Active	100

5781451.1

24 -

4265575	MINNIPUKA	147732	Single Cell Mining Claim	2020-07-02	Active	100
4265575	MINNIPUKA	131154	Single Cell Mining Claim	2020-07-02	Active	100
4265575	MINNIPUKA	131033	Single Cell Mining Claim	2020-07-02	Active	100
4265575	MINNIPUKA	131031	Single Cell Mining Claim	2020-07-02	Active	100
4265575	MINNIPUKA	112072	Single Cell Mining Claim	2020-07-02	Active	100
4265575	LEGGE,MINNIPUKA	279507	Single Cell Mining Claim	2020-07-02	Active	100
4265575	LEGGE,MINNIPUKA	243034	Single Cell Mining Claim	2020-07-02	Active	100
4265575	LEGGE,MINNIPUKA	177009	Single Cell Mining Claim	2020-07-02	Active	100
4265576	LEGGE	108933	Single Cell Mining Claim	2020-07-02	Active	100
4265576	MINNIPUKA	317564	Single Cell Mining Claim	2020-07-02	Active	100
4265576	MINNIPUKA	298086	Single Cell Mining Claim	2020-07-02	Active	100
4265576	MINNIPUKA	298085	Single Cell Mining Claim	2020-07-02	Active	100
4265576	MINNIPUKA	184203	Single Cell Mining Claim	2020-07-02	Active	100
4265576	MINNIPUKA	131033	Single Cell Mining Claim	2020-07-02	Active	100
4265576	MINNIPUKA	131032	Boundary Cell Mining Claim	2020-07-02	Active	100
4265576	MINNIPUKA	131031	Single Cell Mining Claim	2020-07-02	Active	100
4265576	MINNIPUKA	120197	Boundary Cell Mining Claim	2020-07-02	Active	100
4265576	LEGGE,MINNIPUKA	279507	Single Cell Mining Claim	2020-07-02	Active	100
4265576	LEGGE,MINNIPUKA	213074	Single Cell Mining Claim	2020-07-02	Active	100
4265576	LEGGE,MINNIPUKA	120199	Single Cell Mining Claim	2020-07-02	Active	100
4265576	LEGGE,MINNIPUKA	120198	Boundary Cell Mining Claim	2020-07-02	Active	100
4265576	LEGGE	263024	Single Cell Mining Claim	2020-07-02	Active	100
4265576	LEGGE	263023	Boundary Cell Mining Claim	2020-07-02	Active	100
4265576	LEGGE	184204	Single Cell Mining Claim	2020-07-02	Active	100
4269930	MINNIPUKA	163062	Single Cell Mining Claim	2020-07-02	Active	100
4269930	MINNIPUKA	337476	Single Cell Mining Claim	2020-07-02	Active	100
4269930	MINNIPUKA	283380	Single Cell Mining Claim	2020-07-02	Active	100
4269930	MINNIPUKA	283379	Single Cell Mining Claim	2020-07-02	Active	100
4269930	MINNIPUKA	216783	Single Cell Mining Claim	2020-07-02	Active	100
4269930	MINNIPUKA	176443	Single Cell Mining Claim	2020-07-02	Active	100
4269931	WALLS	180545	Single Cell Mining Claim	2020-07-02	Active	100
4269931	WALLS	122589	Single Cell Mining Claim	2020-07-02	Active	100
4269932	MINNIPUKA	133490	Single Cell Mining Claim	2020-07-02	Active	100
4269932	WALLS	122589	Single Cell Mining Claim	2020-07-02	Active	100
4269932	MINNIPUKA,WALLS	164631	Single Cell Mining Claim	2020-07-02	Active	100
4269932	MINNIPUKA	310900	Single Cell Mining Claim	2020-07-02	Active	100
4269932	MINNIPUKA	283380	Single Cell Mining Claim	2020-07-02	Active	100
4269932	MINNIPUKA	235925	Single Cell Mining Claim	2020-07-02	Active	100
4269932	MINNIPUKA	178685	Single Cell Mining Claim	2020-07-02	Active	100
4269932	MINNIPUKA	149412	Single Cell Mining Claim	2020-07-02	Active	100
4270206	HAWKINS	118998	Single Cell Mining Claim	2020-08-10	Active	100
4270206	HAWKINS	338837	Single Cell Mining Claim	2020-08-10	Active	100

5781451.1

25 -

4270206	HAWKINS	279182	Single Cell Mining Claim	2020-08-10	Active	100
4270206	HAWKINS	277548	Single Cell Mining Claim	2020-08-10	Active	100
4270206	HAWKINS	277547	Single Cell Mining Claim	2020-08-10	Active	100
4270206	HAWKINS	268377	Single Cell Mining Claim	2020-08-10	Active	100
4270206	HAWKINS	261026	Single Cell Mining Claim	2020-08-10	Active	100
4270206	HAWKINS	243874	Single Cell Mining Claim	2020-08-10	Active	100
4270206	HAWKINS	243873	Single Cell Mining Claim	2020-08-10	Active	100
4270206	HAWKINS	223696	Single Cell Mining Claim	2020-08-10	Active	100
4270206	HAWKINS	183888	Single Cell Mining Claim	2020-08-10	Active	100
4270206	HAWKINS	177840	Single Cell Mining Claim	2020-08-10	Active	100
4270206	HAWKINS	177839	Single Cell Mining Claim	2020-08-10	Active	100
4270206	HAWKINS	177838	Single Cell Mining Claim	2020-08-10	Active	100
4270206	HAWKINS	158320	Single Cell Mining Claim	2020-08-10	Active	100
4272109	HAWKINS	277548	Single Cell Mining Claim	2020-08-10	Active	100
4272109	HAWKINS	277547	Single Cell Mining Claim	2020-08-10	Active	100
4278951	HAWKINS	119375	Single Cell Mining Claim	2020-09-22	Active	100
4278951	HAWKINS	281072	Single Cell Mining Claim	2020-09-22	Active	100
4278951	HAWKINS	269827	Single Cell Mining Claim	2020-09-22	Active	100
4278951	HAWKINS	269826	Single Cell Mining Claim	2020-09-22	Active	100
4278951	HAWKINS	251933	Single Cell Mining Claim	2020-09-22	Active	100
4278951	HAWKINS	251932	Single Cell Mining Claim	2020-09-22	Active	100
4278951	HAWKINS	159736	Single Cell Mining Claim	2020-09-22	Active	100
4280457	HAWKINS	119583	Single Cell Mining Claim	2020-10-07	Active	100
4280457	HAWKINS	327015	Single Cell Mining Claim	2020-10-07	Active	100
4280457	HAWKINS	298390	Single Cell Mining Claim	2020-10-07	Active	100
4280457	HAWKINS	258958	Single Cell Mining Claim	2020-10-07	Active	100
4280457	HAWKINS	231725	Single Cell Mining Claim	2020-10-07	Active	100
4280457	HAWKINS	231724	Single Cell Mining Claim	2020-10-07	Active	100
4280457	HAWKINS	231723	Single Cell Mining Claim	2020-10-07	Active	100
4280457	HAWKINS	231722	Single Cell Mining Claim	2020-10-07	Active	100
4280457	HAWKINS	165001	Single Cell Mining Claim	2020-10-07	Active	100
4280457	HAWKINS	165000	Single Cell Mining Claim	2020-10-07	Active	100
4280458	HAWKINS	119350	Single Cell Mining Claim	2020-10-07	Active	100
4280458	HAWKINS	340738	Single Cell Mining Claim	2020-10-07	Active	100
4280458	HAWKINS	327015	Single Cell Mining Claim	2020-10-07	Active	100
4280458	HAWKINS	277690	Single Cell Mining Claim	2020-10-07	Active	100
4280458	HAWKINS	231724	Single Cell Mining Claim	2020-10-07	Active	100
4280458	HAWKINS	222501	Single Cell Mining Claim	2020-10-07	Active	100
4280458	HAWKINS	163699	Single Cell Mining Claim	2020-10-07	Active	100
4280459	HAWKINS	119583	Single Cell Mining Claim	2020-10-07	Active	100
4280459	HAWKINS	289017	Single Cell Mining Claim	2020-10-07	Active	100
4280459	HAWKINS	289016	Single Cell Mining Claim	2020-10-07	Active	100

5781451.1

26 -

4280459	HAWKINS	276989	Single Cell Mining Claim	2020-10-07	Active	100
4280459	HAWKINS	258958	Single Cell Mining Claim	2020-10-07	Active	100
4280459	HAWKINS	156415	Single Cell Mining Claim	2020-10-07	Active	100
4280459	HAWKINS	156414	Single Cell Mining Claim	2020-10-07	Active	100
4280459	HAWKINS	128476	Single Cell Mining Claim	2020-10-07	Active	100
4280460	HAWKINS	163699	Single Cell Mining Claim	2020-10-07	Active	100
4280460	HAWKINS	338113	Single Cell Mining Claim	2020-10-07	Active	100
4280460	HAWKINS	338112	Single Cell Mining Claim	2020-10-07	Active	100
4280460	HAWKINS	325733	Single Cell Mining Claim	2020-10-07	Active	100
4280460	HAWKINS	278476	Single Cell Mining Claim	2020-10-07	Active	100
4280460	HAWKINS	277690	Single Cell Mining Claim	2020-10-07	Active	100
4280460	HAWKINS	222502	Single Cell Mining Claim	2020-10-07	Active	100
4280460	HAWKINS	222501	Single Cell Mining Claim	2020-10-07	Active	100
4280460	HAWKINS	192591	Single Cell Mining Claim	2020-10-07	Active	100
4280460	HAWKINS	192590	Single Cell Mining Claim	2020-10-07	Active	100
4280460	HAWKINS	192589	Single Cell Mining Claim	2020-10-07	Active	100
4280460	HAWKINS	176585	Single Cell Mining Claim	2020-10-07	Active	100
4280460	HAWKINS	176584	Single Cell Mining Claim	2020-10-07	Active	100
4280461	DERRY,HAWKINS	280536	Single Cell Mining Claim	2020-10-07	Active	100
4280461	HAWKINS	233062	Single Cell Mining Claim	2020-10-07	Active	100
4280461	HAWKINS	119317	Single Cell Mining Claim	2020-10-07	Active	100
4280461	HAWKINS	104079	Single Cell Mining Claim	2020-10-07	Active	100
4265571	WALLS	165725	Single Cell Mining Claim	2020-10-30	Active	100
4266186	DERRY,HAWKINS	295675	Single Cell Mining Claim	2020-10-30	Active	100
4266186	HAWKINS	324395	Single Cell Mining Claim	2020-10-30	Active	100
4266186	HAWKINS	258302	Single Cell Mining Claim	2020-10-30	Active	100
4266186	HAWKINS	241251	Single Cell Mining Claim	2020-10-30	Active	100
4266186	HAWKINS	229082	Single Cell Mining Claim	2020-10-30	Active	100
4266186	HAWKINS	191194	Single Cell Mining Claim	2020-10-30	Active	100
4266186	HAWKINS	175174	Single Cell Mining Claim	2020-10-30	Active	100
4266186	HAWKINS	155754	Single Cell Mining Claim	2020-10-30	Active	100
4266186	HAWKINS	127803	Single Cell Mining Claim	2020-10-30	Active	100
4266186	HAWKINS	117578	Single Cell Mining Claim	2020-10-30	Active	100
4266186	HAWKINS	117577	Single Cell Mining Claim	2020-10-30	Active	100
4266186	HAWKINS	102276	Single Cell Mining Claim	2020-10-30	Active	100
4266186	HAWKINS	102275	Single Cell Mining Claim	2020-10-30	Active	100
4266186	DERRY,HAWKINS	324394	Single Cell Mining Claim	2020-10-30	Active	100
4266186	DERRY,HAWKINS	336750	Single Cell Mining Claim	2020-10-30	Active	100
4266187	HAWKINS	118610	Single Cell Mining Claim	2020-10-30	Active	100
4266187	HAWKINS	338780	Single Cell Mining Claim	2020-10-30	Active	100
4266187	HAWKINS	327675	Single Cell Mining Claim	2020-10-30	Active	100
4266187	HAWKINS	324955	Single Cell Mining Claim	2020-10-30	Active	100

5781451.1

27 -

4266187	HAWKINS	279132	Single Cell Mining Claim	2020-10-30	Active	100
4266187	HAWKINS	269118	Single Cell Mining Claim	2020-10-30	Active	100
4266187	HAWKINS	229082	Single Cell Mining Claim	2020-10-30	Active	100
4266187	HAWKINS	224441	Single Cell Mining Claim	2020-10-30	Active	100
4266187	HAWKINS	175174	Single Cell Mining Claim	2020-10-30	Active	100
4266187	HAWKINS	155754	Single Cell Mining Claim	2020-10-30	Active	100
4266187	HAWKINS	120580	Single Cell Mining Claim	2020-10-30	Active	100
4266187	HAWKINS	120579	Single Cell Mining Claim	2020-10-30	Active	100
4266188	HAWKINS	102333	Single Cell Mining Claim	2020-10-30	Active	100
4266188	HAWKINS	338780	Single Cell Mining Claim	2020-10-30	Active	100
4266188	HAWKINS	324955	Single Cell Mining Claim	2020-10-30	Active	100
4266188	HAWKINS	288424	Single Cell Mining Claim	2020-10-30	Active	100
4266188	HAWKINS	288423	Single Cell Mining Claim	2020-10-30	Active	100
4266188	HAWKINS	288422	Single Cell Mining Claim	2020-10-30	Active	100
4266188	HAWKINS	279134	Single Cell Mining Claim	2020-10-30	Active	100
4266188	HAWKINS	279133	Single Cell Mining Claim	2020-10-30	Active	100
4266188	HAWKINS	279132	Single Cell Mining Claim	2020-10-30	Active	100
4266188	HAWKINS	278368	Single Cell Mining Claim	2020-10-30	Active	100
4266188	HAWKINS	278367	Single Cell Mining Claim	2020-10-30	Active	100
4266188	HAWKINS	260953	Single Cell Mining Claim	2020-10-30	Active	100
4266188	HAWKINS	243323	Single Cell Mining Claim	2020-10-30	Active	100
4266188	HAWKINS	241312	Single Cell Mining Claim	2020-10-30	Active	100
4266188	HAWKINS	177269	Single Cell Mining Claim	2020-10-30	Active	100
4266188	HAWKINS	129838	Single Cell Mining Claim	2020-10-30	Active	100
4266188	HAWKINS	119495	Single Cell Mining Claim	2020-10-30	Active	100
4266188	HAWKINS	119494	Single Cell Mining Claim	2020-10-30	Active	100
4266188	HAWKINS	118610	Single Cell Mining Claim	2020-10-30	Active	100
4266189	HAWKINS	102333	Single Cell Mining Claim	2020-10-30	Active	100
4266189	HAWKINS	289195	Single Cell Mining Claim	2020-10-30	Active	100
4266189	HAWKINS	281097	Single Cell Mining Claim	2020-10-30	Active	100
4266189	HAWKINS	271044	Single Cell Mining Claim	2020-10-30	Active	100
4266189	HAWKINS	271043	Single Cell Mining Claim	2020-10-30	Active	100
4266189	HAWKINS	241312	Single Cell Mining Claim	2020-10-30	Active	100
4266189	HAWKINS	233127	Single Cell Mining Claim	2020-10-30	Active	100
4266189	HAWKINS	233126	Single Cell Mining Claim	2020-10-30	Active	100
4266189	HAWKINS	185304	Single Cell Mining Claim	2020-10-30	Active	100
4266189	HAWKINS	166359	Single Cell Mining Claim	2020-10-30	Active	100
4266189	HAWKINS	129838	Single Cell Mining Claim	2020-10-30	Active	100
4266189	HAWKINS	121299	Single Cell Mining Claim	2020-10-30	Active	100
4266189	HAWKINS	119495	Single Cell Mining Claim	2020-10-30	Active	100
4266189	HAWKINS	104149	Single Cell Mining Claim	2020-10-30	Active	100
4266190	WALLS	104008	Single Cell Mining Claim	2020-10-30	Active	100

5781451.1

28 -

4266190	WALLS	260334	Single Cell Mining Claim	2020-10-30	Active	100
4266190	WALLS	260333	Boundary Cell Mining Claim	2020-10-30	Active	100
4266190	WALLS	224495	Boundary Cell Mining Claim	2020-10-30	Active	100
4266190	WALLS	179137	Boundary Cell Mining Claim	2020-10-30	Active	100
4266190	WALLS	165725	Single Cell Mining Claim	2020-10-30	Active	100
4266190	WALLS	165723	Single Cell Mining Claim	2020-10-30	Active	100
4266190	WALLS	120639	Single Cell Mining Claim	2020-10-30	Active	100
4266190	WALLS	104009	Single Cell Mining Claim	2020-10-30	Active	100
4269931	WALLS	260334	Single Cell Mining Claim	2020-10-30	Active	100
4269931	WALLS	179137	Boundary Cell Mining Claim	2020-10-30	Active	100
4269931	WALLS	165725	Single Cell Mining Claim	2020-10-30	Active	100
4269931	WALLS	120639	Single Cell Mining Claim	2020-10-30	Active	100
	HAWKINS	534365	Single Cell Mining Claim	2020-11-07	Active	100
	HAWKINS	534366	Single Cell Mining Claim	2020-11-07	Active	100
	HAWKINS	534367	Single Cell Mining Claim	2020-11-07	Active	100
	HAWKINS	534372	Single Cell Mining Claim	2020-11-07	Active	100
	MINNIPUKA	534394	Single Cell Mining Claim	2020-11-08	Active	100
	WALLS	563966	Single Cell Mining Claim	2021-11-07	Active	100
	WALLS	569312	Single Cell Mining Claim	2022-01-13	Active Pending	100
	WALLS	569313	Single Cell Mining Claim	2022-01-13	Active Pending	100
	WALLS	569314	Single Cell Mining Claim	2022-01-13	Active Pending	100

5781451.1

SCHEDULE B Underlying NSR CLAIMS

Existing NSR Royalties apply to the Legacy Mining Claims described as follows:

McKinnon Claims:

Legacy Claims 1229071, 1229072, 4267268, 4270206, 4272109, 4267269 , 4267270 (known as the McKinnon Property) that were acquired from Canadian Orebodies Inc. are subject to 0.5% NSR royalty in favour of Canadian Orebodies Inc. plus a 3.0% NSR royalty in favour of Stephanie Townsend-McKinnon (McKinnon Royalty). The McKinnon Royalty provides for the claim holder to reduce the McKinnon royalty to a 1.5% NSR royalty for $250,000 and to a 1.0% NSR for a further $500,000.

OEC Claims:

Legacy Claims 4266186, 4266187, 4266188, and 4266189 are subject to 0.5% NSR in favour of Ontario Exploration Corporation (OEC).

5781451.1

SCHEDULE C ROYALTY

See attached.

5781451.1

Schedule C “Royalties Agreement”

NET SMELTER RETURN ROYALTIES

THIS AGREEMENT made as of the 28[th] day of January, 2020.

AMONG:

5003754 Ontario Ltd. , a corporation duly incorporated pursuant to the laws of the Province of Ontario (the " Grantor ")

OF THE FIRST PART

And

Pavey Ark Minerals Inc ., a corporation duly incorporated pursuant to the laws of the Province of Ontario (the "Grantee" )

OF THE SECOND PART

WHEREAS the Grantor has an agreement to acquire a 100% undivided interest in the Property (as hereinafter defined) from the Grantee pursuant to an option agreement dated as of January 28, 2020. As partial consideration for such acquisition, the Grantor has agreed to grant the Grantee, or its Assignee, certain Net Smelter Return Royalties (the " Royalties ") (as hereinafter defined) all on and subject to the terms and conditions hereinafter contained.

NOW THEREFORE THIS AGREEMENT WITNESSETH THAT for good and valuable consideration the receipt and sufficiency whereof being acknowledged by each of the parties hereto, the parties hereto do hereby covenant and agree as follows:

1. DEFINITIONS

" Affiliate of the Grantor " means any person, partnership, venture, corporation or other form of enterprise which directly or indirectly controls, is controlled by, or is under common control with, the Grantor.

" Affiliate of the Grantee " means any person, partnership, venture, corporation or other form of enterprise which directly or indirectly controls, is controlled by, or is under common control with, the Grantee.

“ Commercial Production ” shall mean, and is deemed to have been achieved when the concentrator processing ores for other than testing purposes has operated for a period of 30 consecutive production days at an average rate of not less than 60% of design capacity or, if a concentrator is not erected on the Property pursuant to the Production Decision, when ores have been produced for a period of 30 consecutive production days at the rate of not less than 60% of the mining rate specified in a Feasibility Study or other study that is the basis of recommending placing the Property in production.

" Effective Date " shall mean January 28, 2020.

" Gross Value " shall mean the consideration actually received by the Grantor from the sale or other disposition of Minerals, provided that where the Grantor's sale or disposition is based upon a contract for the sale of Minerals that fixes a selling price for metals on other than a market price of the product on the date of delivery to the purchaser (less deductions normally negotiated as a part of such contracts), specifically including without limitation, forward sales, futures trading or commodity options trading and any other price hedging, price protection and speculative arrangements not involving physical delivery of Minerals produced from ores mined from the Property, Minerals shall be deemed to have been sold only at the time that refined metal attributable to such Minerals is physically delivered by the Grantor in satisfaction of such commitments. Gross Value of Minerals shall be based on the contained metal value of the Minerals actually delivered, calculated by dividing the sum of all such prices reported for each respective metal on each day of the calendar month by the number of days for which such prices were reported for the month in which the sale occurred, as such prices are quoted on the London Metal Exchange (LME) p.m. fix. The Royalty payable to the Grantee shall be based upon such Gross Value, net of the deductions more fully set forth below. In the event of cessation or suspension of quotations for a period of more than five consecutive days in a given month, the parties hereto shall agree on a reputable substitute quotation mechanism for each affected metal. If the Grantor terminates or " buys-back " any of such price protection arrangements without actual physical delivery of Minerals, the Grantee shall not share in any profits or losses therefrom.

" Minerals " shall mean raw ores, concentrates, precipitates, leach liquor, metals, ore and mineral materials of every kind and character and all other naturally-occurring products contained within the Property which are sold by the Grantor to third parties (excluding only sand and gravel and other common non-metallic materials).

" Produced " shall mean the mining, saving, extraction from the soil or other creation of a marketable production containing Minerals from the Property.

" Property " shall mean the property known as the "Hawkins Gold Property" in Derry, Hawkins, Walls, Minnipuka, Legge, and Puskuta Townships in the Mining Divisions of Sault Ste Marie and Porcupine in the Province of Ontario, as is more particularly described in Schedule "A" attached hereto plus any property acquired by the Grantor within a 2 km area of influence around the Property described in Schedule “A”.

" Net Returns " shall mean the Gross Value received by the Grantor from the sale or other disposition of Minerals, less the following expenses incurred by the Grantor with respect to such Minerals after they leave the Property: (i) actual charges for treatment in the smelting and refining process (including handling, assaying, processing, penalties, impurity charges, metal losses and other processor deductions); (ii) actual sales, marketing and brokerage costs; (iii) any sales, severance, gross production, privilege or similar taxes assessed on or in connection with the sale or other disposition of Minerals; (iv) actual costs of transportation (including freight, insurance, security charges, transaction taxes, import and export duties, levies, imposts, handling, port, demurrage,

delay, stowage and forwarding expenses incurred by reason of or in the course of such transportation) of such Minerals, to the smelter or other purchaser, user or customer. The Grantor shall be permitted to sell concentrates in the form usually commercially marketable to an Affiliate of the Grantor provided that such sales shall be considered, solely for the purpose of computing Net Returns, to have been sold at prices and on terms no less favourable than those which would be extended to an unaffiliated third party in a bona fide arm's length transaction under similar circumstances. Similarly, if the Grantor or an Affiliate of the Grantor incurs costs that are deductible or treats the Minerals in a smelter that the Grantor or the Affiliate of the Grantor owns or controls, the Grantor or the Affiliate of the Grantor may deduct treatment charges and costs, but only to the extent they are no more than the amount that the Grantor or the Affiliate of the Grantor would have charged an unaffiliated third party in a bona fide arm's length transaction under similar circumstances.

" Royalties " shall mean: i) a 0.5% net smelter royalty to the Grantee on any production from legacy mining claims 1229071, 1229072, 4267268, 4270206, 4272109, 4267269 , 4267270 ( McKinnon Claims ); and ii) a 2% net smelter royalty to the Grantee on any production from all other claims listed in Schedule “A” plus a 2 km area of influence around the Property described in Schedule “A”.

2. ROYALTY INTEREST

The Grantor does hereby grant the Royalties to the Grantee in perpetuity, subject to the terms and conditions of this Agreement. The Royalties shall run with the Property. The Royalties shall apply to any and all Minerals Produced from the Property. The Royalties shall be on the basis of the Net Returns received by the Grantor from the sale or other disposition of Minerals actually Produced from the Property. The Grantee may register the Royalties on title.

3. GRANTOR'S OPERATIONS

(a) Further Processing. The Grantor may, but is not obligated to, beneficiate, mill, sort, concentrate, refine, smelt or otherwise process or upgrade the Minerals Produced from ores mined from the Property prior to sale, transfer, or conveyance to a purchaser, user or consumer other than the Grantor. The Grantor shall not be liable for mineral values lost in such processing except for losses resulting from the bad faith or gross negligence of the Grantor.

– (b) Weighing and Sampling Commingling . All ores, materials or products containing Minerals shall be weighed or measured, sampled and analyzed in accordance with the Grantor's standard mining and metallurgical practices. After such weights, measurements or samples are taken, at its discretion, the Grantor may mix or commingle such ores, materials or products with ores, materials or products from other properties or sources.

(c) Information to Grantee . All payments of the Royalty hereunder shall be accompanied by a smelter settlement sheet or other evidence of sale indicating the weight of materials received, contained mineral values and a statement of the Grantor as to the deductions made. If no Royalty

is due the Grantee for any pay period, subject to the provisions of section 4(a), the Grantor shall nonetheless provide the Grantee with a statement showing in reasonable detail the quantities of Minerals produced from the Property.

(d) Mining Methods - No Implied Covenants . The Grantor shall have the sole and exclusive right to determine the timing and the manner of any production from the Property and all related exploration, development, operational and mining activities. Nothing in this Agreement shall require the Grantor to explore, develop or mine or continue operations on the Property or to process ores from the Property. The Grantor shall not be responsible for nor be obliged to make any Royalty payments for Minerals values lost in any mining or processing of the Minerals conducted pursuant to customary mining practices. The Grantor shall not be required to mine or to preserve or protect the Minerals which under customary mining practices cannot be mined or shipped at a reasonable profit at the time mined.

(e) Retention of Inventory. The Grantor may, but is not obligated to, retain ore or treated ore products containing Minerals as inventory for any length of time and for any reason. At the Grantee’ reasonable request, the Grantor shall deliver to the Grantee a monthly statement of such inventory, but subject to section 4(a), the Grantee shall have no right to any Royalty payments until the Grantor actually delivers and sells the Minerals. Raw Minerals stockpiles are not subject to the Royalty until treated and the products are delivered and sold.

4. PAYMENT OF ROYALTY

(a) Frequency of Payment of Royalty . The Royalty shall be due and payable within 30 business days after the end of each calendar quarter, commencing with the quarter in which the Property is brought into Commercial Production. The Grantee shall have the right to take their Royalty " in-kind " subject to the following conditions:

(i) The Grantee’ election to take their Royalty " in kind " must be made each year on a calendar basis by delivering written notice of that election by no later than 60 days prior to the end of the preceding year. A failure to so deliver such notice shall be deemed to be an election not to take " in kind ". The Grantee’ option to take their Royalty " in kind " shall be applicable for all of the Royalty in the calendar year for which such option is exercised.

(ii) The Grantee shall be entitled to take in kind the Minerals in the form they are produced by Grantor at the Grantor’s processing facility at or near the Property or at the processing facility actually used by the Grantor.

(iii) As a precondition to taking the Royalty " in kind ", the Grantee shall pay the Grantor all costs and expenses that the Grantor would not have otherwise incurred except for the Grantee’ election to take " in kind ", if any, incurred by the Grantor or any Affiliate of the Grantor as a result of that taking "in kind".

(iv) If the Grantee have elected to take the Royalty " in kind ", the Grantor shall advise the Grantee reasonably in advance when and where the Minerals will be available for delivery to the Grantee and of the charges payable to the Grantor with respect to such Minerals. It shall be the Grantee’ responsibility to arrange for the timely pick-up of Minerals and title and risk of loss of the

same shall pass to the Grantee upon delivery to the Grantee (or their agent or nominee if so requested by the Grantee). Any storage, insurance or other handling costs of the Grantee’ share of such Minerals after the delivery date shall be borne exclusively by the Grantee.

(b) Method of Making Payments . All Royalty payments required to be made hereunder shall be either delivered by courier to the Grantee’s address (or Affiliate’s address) or transferred by wire to the Grantee’s bank account (or Affiliate’s bank account) as per the Grantee’s instructions.

(c) Records; Inspection . All books and records used by the Grantor to calculate the Royalty shall be kept in accordance with generally accepted accounting principles. The Grantee may, at their sole expense, upon reasonable notice to the Grantor, inspect such books and records used to calculate the Royalty. No inspections taken hereunder shall be in derogation of the Grantee’ right to make objections as described in subsection 4(d).

(d) Objections . All Royalty payments shall be considered final and in full satisfaction of all obligations of the Grantor with respect thereto, unless the Grantee give the Grantor written notice describing and setting forth a specific objection to the calculation thereof within 60 days after receipt by the Grantee of the quarterly statement provided for herein. If an audit of production records is timely requested by the Grantee, then for up to a period of 60 days following receipt of the Grantee’ objection, such audit shall be performed of the Grantor's records and accounts relating to the Royalty calculation by an independent certified public accountant acceptable to the Grantor at reasonable times and upon reasonable notice to the Grantor. If such audit determines that there has been a deficiency or an excess in the payment made to the Grantee such deficiency or excess shall be resolved by adjusting the next quarterly Royalty payment due hereunder. The Grantee shall pay all costs of such audit unless a deficiency in the payment made to the Grantee is greater than 5% of the Royalty determined to exist, in which event the Grantor shall pay such costs. Failure on the part of the Grantee to make claim on the Grantor for adjustment in the 60 day period referenced above shall conclusively establish the correctness of the statement and preclude the filing of exceptions thereto or the making of any claim for adjustment thereon for the calendar quarter in question.

(e) Application to Reprocessed and Other Materials . If the Grantor reprocesses any mill tailings or any residues from the Property, the Royalty shall be payable only upon any Minerals recovered. The Grantee shall not be entitled to any royalties on ores or minerals produced from other properties which are otherwise processed at the Property by the Grantor.

5. NOTICES

All notices required or permitted to be given hereunder shall be given in writing and shall be sent by the parties by registered or certified mail, telex, facsimile transmission or by express delivery service to the address set forth below or to such other address as either party may later designate by like notice to the other:

(i) to the Grantor at: 5003754 Ontario Ltd. 298 Waverley Road, Toronto, Ontario, M4L 3T6 Attn: Laurel Duquette, 416-902-4172 Email: [email protected] (ii) to the Grantee at: Pavey Ark Minerals Inc. Address: 130 Foxridge Drive, Ancaster, Ontario, L9G 5B9 Attn: Richard Sutcliffe, Phone: 905 304-4499 Email: [email protected]

All notices required or permitted to be given hereunder shall be deemed to have been given upon the earliest of; (1) actual receipt; (2) acknowledgment in any form of receipt of telex or facsimile transmission; (3) the business day next following deposit with an express delivery service, properly addressed; or (4) 72 hours after deposit with Canada Post, properly addressed with postage prepaid. Any party may change its address from time-to-time by notice to the other party hereunder.

7. INTERPRETATION

(a) Governing Law. This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

(b) Performance. The failure of either the Grantee or the Grantor to insist on the strict performance of any provision of this Agreement or to exercise any right, power or remedy upon a breach hereof shall not constitute a waiver of any provision of this Agreement or limit the Grantee’ or the Grantor's right thereafter to enforce any provision or exercise any right hereunder. A waiver of any provision of this Agreement shall not be effective unless in writing and signed by the party against whom it is to be enforced.

(c) Invalidity of Provisions . If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic and 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 hereto 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.

(d) Enurement . This Agreement shall be binding on and shall enure to the benefit of the respective heirs, executors, administrators, legal representatives, successors and permitted assigns of the Grantee and the Grantor.

8. GENERAL

/s/ Richard Sutcliffe

/s/ Laurel Duquette

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E2Gold Inc. — M&A Activity 2020

47978_rns_2020-11-11_a42153ac-c63d-4da2-82ee-9317ad30a511.pdf

DEFINITIVE OPTION AGREEMENT

AMONG :

AND :

WHEREAS :

ARTICLE 1 DEFINITIONS

Definitions

Interpretation

ARTICLE 2 THE OPTION

The Option

Good Standing

Legending

Acceleration

No Obligation

Royalties

ARTICLE 3 EXERCISE OF OPTION

Deemed Exercise

Transfer of Interest

ARTICLE 4 OPERATORSHIP

Operatorship

Interim Obligations of Pavey Ark

Interim Obligations of Ontco

Surrender

ARTICLE 5 REPRESENTATIONS AND WARRANTIES

Representations and Warranties of Pavey Ark

Representations and Warranties of ONTCO

Survival

ARTICLE 6 DILIGENCE AND CONDITIONS PRECEDENT

Due Diligence

Conditions Precedent

ARTICLE 7TERMINATION

Termination

Events on Termination

ARTICLE 8 AREA OF INTEREST

Area of Interest

ARTICLE 9 INDEMNITY

Indemnity for Pavey

Indemnity for ONTCO

ARTICLE 10 RESTRICTIONS ON TRANSFERS AND ENCUMBRANCES

Restrictions on Transfers and Encumbrances

ARTICLE 11 GENERAL

Relationship

Other Activities

Further Assurances

Notices

Entire Agreement

Pavey Ark Affiliates

Jurisdiction

Enurement

Recording of this Agreement

SCHEDULE A THE PROPERTY

SCHEDULE B Underlying NSR CLAIMS

SCHEDULE C ROYALTY

Schedule C “Royalties Agreement”

NET SMELTER RETURN ROYALTIES

AMONG:

OF THE FIRST PART

OF THE SECOND PART

1. DEFINITIONS

2. ROYALTY INTEREST

3. GRANTOR'S OPERATIONS

4. PAYMENT OF ROYALTY

5. NOTICES

7. INTERPRETATION

8. GENERAL

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E2Gold Inc. M&A Activity 2020