Endeavour Mining PLC — Regulatory Filings 2021

Oct 16, 2021

zimtu
ADVANTAGE

Consulting Agreement

between

Zimtu Capital Corp.

Suite 1450 – 789 West Pender Street

Vancouver, BC V6C 1H2

and

Commerce Resources Corp.

Suite 1450 – 789 West Pender Street

Vancouver, BC V6C 1H2

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CONSULTING AGREEMENT

WHEREAS:

A. Zimtu Capital Corp. ("Zimtu") administers a cooperative marketing opportunity generation program, including the provision of limited management services, on a cost-sharing basis (the "Program"); and

B. Commerce Resources Corp. ("Commerce") wishes to avail itself of the services of Zimtu set forth and described in Section 1 of this Agreement (the "Services") and Zimtu is prepared to provide the Services upon the terms and conditions hereinafter provided;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and other good and valuable consideration (the receipt whereof is hereby acknowledged) the parties hereto agree as follows:

1. Services to be rendered: Zimtu will, and will make personnel available to, assist Commerce to participate in the Program and carry out the following services:

(a) providing opportunities, guidance, cost savings and assistance covering multiple aspects of being a public company.

(b) building financial networks, building business networks, shared costs with other public companies, building a social media presence, conference opportunities, media outlets and guidance and special group pricing provided by Zimtu's network of public company professionals.

(c) access to, and meetings with, market participants in Europe and North America as part of a Program arranged by Zimtu.

(d) support with implementing Commerce's social media strategy.

(e) such additional services as are requested by Commerce and agreed to be provided by Zimtu.

The Program provides the flexibility to allow participating companies to customize the Program and Services to best support their needs.

1. Investor Relations Services. At Commerce's request, Zimtu may internally or externally commission a newsletter writer to write articles regarding the business and prospects of Commerce. Zimtu may also disseminate Commerce's news releases to its own shareholders and others. Canadian Securities Commissions consider that these activities constitute investor relations (IR) which is deemed a material fact, and Commerce is required to disseminate a press release announcing the IR activity and file this agreement as a material contract on SEDAR before the IR services go into effect.

Zimtu will provide such IR articles in advance of publication, and Commerce will approve of the materials prior to dissemination. Commerce acknowledges that there will be advertising placement fees to place these articles where they will be more widely viewed, and Commerce

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will be notified of the costs in advance of the placement, which are in addition to the fees listed below.

1. Fee: For services rendered by Zimtu in accordance with this Agreement, Commerce shall pay Zimtu a fee of $8,333.33 per month, payable in advance for the initial 12 month term (total $100,000 + 5% GST = $105,000). This amount is non-refundable.

2. Term: This Agreement shall be in effect for a period of twelve consecutive months upon execution. This Agreement may be terminated immediately by either party upon any breach thereof or violation of the law by the other party. The parties may extend this contract by mutual agreement, and the terms set out herein shall remain in effect during any such extension.

3. Confidential Information. "Confidential Information" means any information, whether or not owned by or developed by Commerce, which is not generally known and which Zimtu may obtain through direct or indirect contact with Commerce. Such Confidential Information includes, but is not limited to: business records and plans, marketing strategies, cost, discounts, product design information, technical information, business affairs, financial reports, customer lists, and other proprietary information.

Confidential Information does not include information that is:

(a) in the public domain.
(b) rightfully received from a third party without any obligation of confidentiality.
(c) rightfully known to Zimtu without any limitations on use or disclosure prior to its receipt from Commerce.
(d) independently developed by Zimtu without use of or reference to the Confidential Information by persons who had no access to the Confidential Information.

Zimtu acknowledges that the Confidential Information is and will at all times continue to be the property of Commerce. Zimtu will not, and shall cause its representatives to not, directly or indirectly, without Commerce’ prior written consent, disclose any Confidential Information to any person directly or indirectly in any manner whatsoever, in whole or in part, nor use the Confidential Information for any purpose other than to perform the Services in accordance with this Agreement.

Within thirty (30) days after the expiry or termination of this Agreement or the date of any request in writing of Commerce, Zimtu shall upon request return to Commerce all Confidential Information received by Zimtu including all reproductions or copies including electronic copies made by Zimtu or any representative working on Zimtu's behalf.

1. Conflict of Interest. Commerce acknowledges that Zimtu has similar ZimtuADVANTAGE Consulting Agreements with a number of other publicly listed companies, each of whom receive similar services from Zimtu. Zimtu will use reasonable efforts to ensure that no conflict arises between the obligations of Zimtu or its agents and such other ZimtuADVANTAGE companies, but in the event of such conflict, Zimtu will use its best efforts to resolve the conflict amicably. Additionally, Zimtu may hold securities in the capital of Commerce and may in its sole discretion buy or sell securities of Commerce at any time without notice to Commerce.

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Zimtu will not be liable to Commerce for any damages or loss incurred by Commerce as a result of any such conflict or the purchase or sale of Commerce securities.

1. Independent Contractor. Zimtu acknowledges that it is at all times acting as an independent contractor under this Agreement and except as specifically provided herein, not as an agent, employee, or partner of Commerce. Zimtu has no authority to enter into any contract or incur any other obligation on behalf or in the name of Commerce. Zimtu agrees to be solely responsible for all matters relating to compensation of its employees, including but not limited to all related taxes and benefits.

2. Program Participation. Zimtu's Program activities are organized for all ZimtuADVANTAGE participant companies, and are strictly voluntary. Costs are shared among the participants and no participant is required to participate in any specific Program activity. Costs will vary for each Program activity, depending on the scope of the Program activity and the number of companies participating. Costs invoiced to Commerce will be paid within 30 days of invoice for each Program activity, except where funds are required in advance as a result of upfront costs; in which case Zimtu may withhold Commerce participation in the Program activity until payment is received.

3. No Guarantee of Results. Commerce acknowledges that there is no guarantee of any specific results accruing to Commerce as a result of Program participation or Zimtu's provision of the Services. Zimtu is not liable if the Services or the Programs do not result in any benefit to Commerce.

4. Use of Name. Zimtu may, without the prior written consent of Commerce, use the name of Commerce or the relationship arising out of this Agreement in any manner during or after the term hereof in any materials advertising or promoting Zimtu or otherwise.

5. Entire Agreement: This Agreement contains the entire agreement between Zimtu and Commerce regarding this matter and fees, charges and expenses relating thereto. This Agreement shall not be modified except by written agreement signed by Zimtu and Commerce. Each provision of this Agreement shall be severable and if any provision is determined by a court to be invalid or unenforceable, the validity of the remaining provisions shall not be affected thereby.

6. General

(a) Where required, this Agreement is subject to the acceptance of the applicable regulatory authorities having jurisdiction over the subject matter thereof.

(b) The parties hereto agree from time to time after the execution hereof to make, do, execute or cause or permit to be made, done or executed all such further and other lawful acts, deeds, things, devices and assurances in law whatsoever as may be required to carry out the true intention and to give full force and effect to this Agreement.

(c) This Agreement embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and undertakings, whether oral or written, relative to the subject matter thereof.

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

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(e) Any reference herein to the Company or Zimtu shall include their respective heirs, successors and permitted assigns.

(f) If any provisions of this Agreement or any part thereof shall be found or determined to be invalid it shall be severable from this Agreement and the remainder of this Agreement shall be construed as if such invalid provision or part has been deleted from this Agreement.

(g) This Agreement and all matters arising thereunder shall be governed by the laws of British Columbia and all disputes arising under this Agreement shall be referred to a court of British Columbia.

(h) Any notice, direction or instrument required or permitted to be given hereunder shall be given in writing and be mailed, postage prepaid or delivered by one party to the other at the addresses first herein appearing. Any notice, direction or other instrument aforesaid if delivered shall be deemed to be given or made on the day on which it was delivered or sent by electronic transmission to an email address as provided by the other party, or, if mailed, shall be deemed to have been given or made on the fifth business day following the day on which it was mailed, provided that if there shall be a postal strike, slow down or other labour dispute which may affect the delivery of such notice through the mail between the time of mailing and the actual receipt of notice then such notice shall only be effective if actually delivered. Any party may, from time to time, give notice of any change of its respective address and, in such event, the address of such party shall be deemed to be changed accordingly.

(i) This Agreement may be executed in counterpart and by electronic transmission, each of such counterparts will be deemed to be an original and such counterparts together will constitute one and the same instrument. A signature delivered by electronic transmission capable of being printed shall be deemed an original signature.

IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the day and year first above written.

Confirmed and accepted this 31 day of August, 2019.

ZIMTU CAPITAL CORP.
BY: DAVE HODGE, President

COMMERCE INC.
BY: CHRIS GROVE, President