SHARE EXCHANGE AGREEMENT

THIS AGREEMENT is dated for reference the 16th day of April, 2020.

AMONG:

LODGE RESOURCES INC., a corporation incorporated under the British Columbia Business Corporations Act

("Lodge")

AND:

1132144 B.C. LTD., a corporation incorporated under the British Columbia Business Corporations Act

("L48")

AND:

THE SHAREHOLDERS OF L48, as listed on Schedule A attached hereto

(the "L48 Shareholders")

WHEREAS:

A. The L48 Shareholders are the registered and beneficial owners of all 33,740,000 issued and outstanding common shares in the capital of L48 as more particularly set out in Schedule A attached hereto;

B. L48 is a privately held corporation with fewer than 50 shareholders;

C. Lodge is a "reporting issuer" under the Securities Act (Ontario), Securities Act (British Columbia) and the Securities Act (Alberta) and Lodge's shares are listed for trading on the Canadian Securities Exchange;

D. Lodge has agreed to issue an aggregate of 33,740,000 common shares of Lodge to the L48 Shareholders on a pro rata basis as consideration for the purchase by Lodge of all the issued and outstanding shares of L48 held by the L48 Shareholders;

THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties covenant and agree as follows:

1. INTERPRETATION

1.1 Definitions. In this Agreement and all Schedules hereto, the following capitalized terms and expressions have the following meanings, unless the context requires otherwise:

(a) "Additional Claims" means the mining claims adjacent to the Lemhi Project to be staked as further depicted in the map in Schedule E;
(b) "Agreement" shall mean this Agreement, and all the exhibits, schedules and other documents attached to or referred to in this Agreement, and all amendments and supplements, if any, to this Agreement;
(c) "Ashanti Royalty" means the $2,000,000 royalty payable to Ashanti Goldfields Inc. within 30 days after the first pour of dore containing gold or silver produced from certain of the patented mining claims comprising the Lemhi Property;
(d) "Back‐in Right" means the back‐in right in favour of Meridian Minerals Corporation to acquire a 51% interest in certain patented mining claims which comprise the Lemhi Project upon the determination of an economically mineable reserve of 2,500,000 ounces of gold on the claims subject to the Back‐in Right;
(e) "Business Day" means a day which is not a Saturday, Sunday, or statutory holiday in British Columbia;
(f) "Closing" means the completion of the Exchange Transaction, in accordance with Section 6 hereof, at which the Closing Documents will be exchanged by the parties, except for those documents or other items specifically required to be exchanged at a later time;
(g) "Closing Date" shall mean a date mutually agreed upon by the parties hereto in writing following the satisfaction or waiver by Lodge, L48 and the L48 Shareholders of the conditions precedent set out in Sections 4.1, 4.2 and 4.3;
(h) "Closing Documents" means the papers, instruments and documents required to be executed and delivered at Closing pursuant to this Agreement;
(i) "Common Shares" means common shares without par value in the capital of Lodge, as constituted at the date hereof;
(j) "CSE" means the Canadian Securities Exchange;
(k) "Exchange Ratio" has the meaning specified in Section 2.3 of this Agreement;
(l) "Exchange Transaction" means the exchange of the Transaction Shares for the L48 Shares;
(m) "Financing" means the financing by Lodge of a minimum of aggregate gross proceeds of not less than $3,500,000**;**
(n) "Humbug Royalty" means the 2% NSR royalty on the patented mining claims comprising a portion of the Lemhi Property owing to BHLK‐2 LLC pursuant to a deed of royalty dated September 22, 2011;
(o) "L48 BCSub" means Lower 48 Resources Ltd.
(p) "L48 Documents" means this Agreement and any other document contemplated by this Agreement to be signed by L48;
(q) "L48 Financial Statements" mean the audited financial statements of L48 for the year ended November 30, 2019;
(r) "L48 Idaho" means Lower 48 Resources Idaho LLC;
(s) "L48 Material Adverse Effect" has the meaning ascribed to that term in Section Error! Reference source not found. of Schedule D of this Agreement;
(t) "L48 Shareholder" means a holder of L48 Shares;
(u) "L48 Shares" means the 33,740,000 common shares in the capital of L48 held by the L48 Shareholders, being all of the issued and outstanding common shares of L48 beneficially held, either directly or indirectly, by the L48 Shareholders;
(v) "Lemhi Agreement" means the Purchase and Sale Agreement and Joint Escrow Instructions dated October 16, 2019, as amended on December 4, 2019;
(w) "Lemhi Property" means the patented and unpatented claims acquired under the Lemhi Agreement and the unpatented claims subject to the Option Agreement.
(x) "Letter of Intent" means the letter of intent dated November 26, 2019 between Lodge and L48;
(y) "Liabilities" includes any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted choate or inchoate, liquidated or unliquidated, secured or unsecured;
(z) "Lodge Documents" means this Agreement and any other documents contemplated by this Agreement to be used by Lodge;
(aa) "Lodge Material Adverse Effect" has the meaning ascribed to that term in Section Error! Reference source not found. of Schedule C of this Agreement;
(bb) "Lodge Shareholder" means a holder of Common Shares;
(cc) "Lodge's Stock Option Plan" means the existing stock option plan of Lodge;
(dd) "Option Agreement" means the option agreement dated August 31, 2019 between L48 and BHLK‐2 LLC in respect of 46 unpatented mining claimslocated in Lemhi County, Idaho;
(ee) "Optioned Claims Royalty" means the 2% net smelter returns royalty payable to the BHLK‐2 LLC with respect to the claims subject to the Option Agreement.
(ff) "Outside Date" means April 30, 2020;
(gg) "Permitted Royalties" means the (i) Optioned Claims Royalty; (ii) Humbug Royalty; and (iii) Ashanti Royalty;
(hh) "Taxes" includes international, federal, provincial and local income taxes, capital gains tax, value‐added taxes, franchise, personal property and real property taxes, levies, assessments, tariffs, duties (including any customs duty), business license or other fees, sales, use and any other taxes relating to the assets of the designated party or the business of the designated party for all periods up to and including the Closing Date, together with any related charge or amount, including interest, fines, penalties and additions to tax, if any, arising out of tax assessments;
(ii) "Transaction Shares" means the 33,740,000 Common Shares to be issued by Lodge at Closing in exchange for the L48 Shares existing as at the date hereof and on the Closing Date as set out in Schedule A hereto;

1.2 Other Terms. Other terms may be defined elsewhere in this Agreement and, unless otherwise indicated, will have such meaning indicated throughout this Agreement.

1.3 Interpretation. In this Agreement and the Schedules attached hereto, unless the context otherwise requires:

(a) all uses of the words "hereto", "herein", "hereby", "hereof" and "hereunder" and similar expressions refer to this Agreement and not to any particular section or portion of it;
(b) unless specified otherwise, reference in this Agreement to a statute refers to that statute as it may be amended from time to time, or to any restated or successor legislation of comparable effect;
(c) all accounting and financial terms used herein, unless specifically provided to the contrary, will be interpreted and applied in accordance with generally accepted accounting principles, including without limitation IFRS, from time to time approved by the Canadian Accounting Standards Board**,** or any successor institute, applicable as at the date on which any calculation or determination isrequired to be made in accordance with generally accepted accounting principles;
(d) any reference to the term "including" means "including without limitation" and will not be construed to limit any general statement which it follows to the specific or similar items or matters immediately following it;
(e) nothing in this Agreement is intended to or will, expressly or by implication, confer upon any person, other than the parties hereto, any rights or remedies of any kind;
(f) if any action is required to be taken pursuant to this Agreement on or by a specified date which is not a Business Day, then such action will be valid if taken on or by the next succeeding Business Day;
(g) the Schedulesto this Agreement form part of this Agreement and will have the same force and effect as if expressly set out in the body of this Agreement. Any reference to "this Agreement" will include the Schedules hereto; and
(h) all references to currency referred to in this Agreement are in Canadian Dollars unless expressly stated otherwise.
1.4 Schedules. The following Schedules are attached to and form part of this Agreement:

ScheduleA	‾	L48Shareholders,L48SharesOutstandingPriortoClosingandTransactionSharesIssuableinExchange
ScheduleB	‾	MaterialcontractsandcommitmentsofL48
Error!Referencesourcenotfound.C	‾	RepresentationsandWarranteesofLodge
ScheduleD	‾	RepresentationsandWarranteesofL48
ScheduleE	‾	AdditionalClaims

2. OFFER, PURCHASE AND SALE OF SHARES

2.1 Offer, Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, the L48 Shareholders hereby covenant and agree to sell, assign and transfer to Lodge, and Lodge hereby covenants and agrees to purchase from the L48 Shareholders, all of the L48 Shares held by the L48 Shareholders. The parties acknowledge that the issuance of the Transaction Shares will be made in reliance of the exemptions from prospectus requirements contained in section 2.16 of NI 45‐106.

2.2 Consideration. As consideration for the sale of the L48 Shares to Lodge by the L48 Shareholders, Lodge will allot and issue the Transaction Shares to the L48 Shareholders in the amounts set out opposite each L48 Shareholder's name in Schedule A attached hereto.

2.3 Exchange Ratio. The L48 Shares issued and outstanding immediately prior to Closing will be exchanged for the Transaction Shares at an exchange ratio of one Transaction Share for one L48 Share (the "Exchange Ratio").

2.4 Share Exchange Procedure. Each L48 Shareholder may exchange his, her or its certificate representing the L48 Shares by delivering such certificate to Lodge duly executed and endorsed in blank (or accompanied by duly executed stock powers duly endorsed in blank), in each case in proper form for transfer, and, if applicable, with all stock transfer and any other required documentary stamps affixed thereto and with appropriate instructions to allow the transfer agent to issue certificates for the Transaction Shares to the holder thereof.

2.5 Legend. The share certificates representing the Transaction Shares will be endorsed with a time based restrictive legend for the time periods described in section 2.6 below, together with any such legend required to be affixed under any applicable law or stock exchange rule.

2.6 Hold Periods. The Transaction Shares will be subject to a voluntary hold period from the date of issuance and released as to:

(a) 17.5% on the Closing Date;
(b) 22.5% on the 6 month anniversary of the Closing Date;
(c) 30% on the 9 month anniversary of the Closing Date; and
(d) 30% on the 12 month anniversary of the Closing Date.

2.7 Fractional Shares. Lodge will not be obligated to issue any fractional Transaction Shares and the total number of Transaction Shares set out opposite the name of each holder of L48 Shares in Schedule A attached hereto represents such holder's entitlement rounded down or up to the closest whole number of Transaction Shares. A one‐half share entitlement will be rounded down.

2.8 Compliance with Letter of Intent. The parties acknowledge the $1,230,000 advance from Lodge to L48 in accordance with the terms of the Letter of Intent. The parties acknowledge that Lodge may advance a further US$250,000, or such other amount as the parties may agree to, prior to Closing.

3. REPRESENTATIONS AND WARRANTIES

3.1 Each of the L48 Shareholders hereby severally represents and warrants to Lodge (and each acknowledges that Lodge is relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement) that as of the date hereof and as at the Closing Date:

(a) Such L48 Shareholder is the legal and beneficial owner of the L48 Shares listed opposite his, her or its name in Schedule A hereto and upon delivery by Lodge to or to the order of such L48 Shareholder of the number of Transaction Shares shown opposite such L48 Shareholder's name in Schedule A hereto, Lodge will acquire good, valid, marketable and indefeasible title to the L48 Shares, free and clear of any liens, claims, charges and encumbrances whatsoever.
(b) Such L48 Shareholder holds no other shares in the capital of L48 or any option or right to acquire additional shares in the capital of L48.
(c) If such L48 Shareholder is a corporation:
- (i) such L48 Shareholder is a corporation duly incorporated and organized under the laws of the jurisdiction of its incorporation*,* is a valid and subsisting corporation, and is in good standing under the laws of such jurisdiction;
- (ii) the performance of the terms of this Agreement, if applicable, will not be in violation of the charter documents of such L48 Shareholder or of any agreement

to which such L48 Shareholder is a party and will not result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever in favour of a third party upon or against the L48 Shares owned by such L48 Shareholder;

(iii) such L48 Shareholder has the corporate power and capacity to enter into this Agreement and perform its obligations thereunder and such L48 Shareholder has taken all necessary corporate action to duly authorize execution and delivery of the Agreement by such L48 Shareholder;
(iv) this Agreement constitutes the valid, binding and enforceable obligation of such L48 Shareholder in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors, specific performance, injunctive relief and other equitable remedies; and
(d) all of the representations and warranties of L48 as contained in this Agreement are true and correct to the best of the knowledge and belief of each L48 Shareholder, after due inquiry.

3.2 Each L48 Shareholder acknowledges that, at the Closing Date, this Agreement will constitute an irrevocable direction to transfer the entirety of its L48 Shares (as set forth in Schedule A) to Lodge. Each L48 Shareholder covenantsto send its originalshare certificate, or other evidence of itsshareholding, to Lodge within 15 days following the Closing Date, at the Lodge address for notice in Section 9.3(c).

4. CONDITIONS PRECEDENT

4.1 Conditions Precedent to Closing by All Parties. The obligation of all parties to this Agreement to close the Exchange Transaction will be subject to the fulfillment to the satisfaction of all parties at or before Closing of all of the following conditions or the written waiver thereof by all parties:

(a) the laws of the Province of British Columbia and any other jurisdiction in which the securities regulatory authorities of that jurisdiction would have jurisdiction over the affairs of the parties hereto or any of them regarding the Exchange Transaction will have been complied with.

4.2 Conditions Precedent to Closing by Lodge. The obligation of Lodge to close the Exchange Transaction will be subject to the satisfaction or written waiver of the conditions set forth below at or before Closing. These conditions precedent are for the benefit of Lodge and may be waived by Lodge in its sole discretion.

(a) Board Approval. The board of directors of Lodge shall have approved the transaction.
(b) Representations and Warranties. The representations and warranties of L48 and the L48 Shareholders set forth in this Agreement and the Letter of Intent will be true, correct and complete in all respects as of the Closing Date, as though made on and as of the Closing Date and L48 will have delivered to Lodge a certificate dated as of the Closing Date, to the effect that the representations and warranties made by L48 in this Agreement and the Letter of Intent remain true and correct.
(c) Performance. All of the covenants and obligations that L48 and the L48 Shareholders are required to perform or to comply with pursuant to this Agreement and the Letter of intent at or prior to the Closing must have been performed and complied with in all material respects.
(d) Transaction Documents. This Agreement, the L48 Documents, the L48 Financial Statements and all other documents necessary or reasonably required to consummate the Exchange Transaction, all in form and substance reasonably satisfactory to Lodge, will have been executed and delivered to Lodge.
(e) Third Party Consents. Lodge will have received duly executed copies of all third party consents and approvals (including stock exchange approvals, if applicable) in form and substance reasonably satisfactory to Lodge.
(f) Title Opinion. Lodge will have received a favourable title opinion with respect to the Lemhi Project from L48's local counsel in form and substance reasonably satisfactory to Lodge and its counsel.
(g) Legal Opinion L48. Lodge will have received an opinion, dated as of the Closing Date, from counsel for L48, and such other local orspecial counsel asis appropriate, all of which opinion will be in the form and substance reasonably satisfactory to Lodge and its counsel.
(h) L48 Options. All options to acquire shares in the capital of L48 will be exercised in full.
(i) Working Capital. Immediately before closing of the Exchange Transaction, L48 will have positive working capital of at least $1.
(j) No Material Adverse Change. No material adverse change will have occurred relating to the business, results of operations, assets, liabilities, financial condition of L48, L48 Idaho or the Lemhi Project from the date of the Letter of Intent.
(k) Additional Claims. The Additional Claims shall have been acquired in a manner satisfactory to Lodge, acting reasonably, and evidence of same shall be provided to Lodge prior to Closing.
(l) NI 43‐101 Report. Lodge shall have received a National Instrument 43‐101 compliant technical report prepared under the instruction of L48 in respect of the Lemhi Project.
(m) No Action. No suit, action, or proceeding will be pending or threatened which would:
- (i) prevent the consummation of any of the transactions contemplated by this Agreement; or
- (ii) cause the Exchange Transaction to be rescinded following consummation.
(n) Delivery of Financial Statements. L48 will have delivered to Lodge the L48 Financial Statements prepared in accordance with Section 1.3(c) of this Agreement.
(o) Due Diligence Generally. Lodge and its solicitors will be reasonably satisfied with their due diligence investigation of L48 that is reasonable and customary in a transaction of a similar nature to that contemplated by the Exchange Transaction, including:
- (i) materials, documents and information in the possession and control of L48 and the L48 Shareholders which are reasonably germane to the Exchange Transaction and the business of L48 and its subsidiaries; and
- (ii) title to the material assets of L48 and L48 Idaho.

4.3 Conditions Precedent to Closing by L48 and the L48 Shareholders. The obligation of L48 and the L48 Shareholders to consummate the Exchange Transaction will be subject to the satisfaction or written waiver of the conditions set forth below at or before Closing. These conditions precedent are for the benefit of L48 and the L48 Shareholders and may be waived by L48 and the L48 Shareholders in their discretion.

(a) Board Approval. The board of directors of L48 shall have approved the transaction.
(b) Representations and Warranties. The representations and warranties of Lodge set forth in this Agreement will be true, correct and complete in all respects as of the Closing Date, as though made on and as of the Closing Date and Lodge will have delivered to L48 a certificate dated as of the Closing Date, to the effect that the representations and warranties made by Lodge in this Agreement remain true and correct.
(c) Performance. All of the covenants and obligations that Lodge is required to perform or to comply with pursuant to this Agreement at or prior to the Closing must have been performed and complied with in all material respects. Lodge must have delivered each of the documents required to be delivered by it pursuant to this Agreement.
(d) Transaction Documents. This Agreement, the Lodge Documents and all other documents necessary or reasonably required to consummate the Exchange Transaction, all in form and substance reasonably satisfactory to L48, will have been executed and delivered by Lodge.
(e) No Material Adverse change. No material adverse change will have occurred since the date of the Letter of Intent.
(f) No Action. No suit, action, or proceeding will be pending or threatened before any governmental or regulatory authority wherein an unfavourable judgment, order, decree, stipulation, injunction or charge would:
- (i) prevent the consummation of any of the transactions contemplated by this Agreement; or
- (ii) cause the Exchange Transaction to be rescinded following consummation.
(g) Due Diligence Generally. L48 will be reasonably satisfied with their due diligence investigation of Lodge that is reasonable and customary in a transaction of a similar nature to that contemplated by the Exchange Transaction.

5. ADDITIONAL COVENANTS OF THE PARTIES

5.1 Conduct of L48 and Lodge Business Prior to Closing. From the date of this Agreement to the Closing Date, and except to the extent that Lodge otherwise consents in writing, L48 will operate its business substantially as presently operated and only in the ordinary course and in compliance with all applicable laws, and use its best efforts to preserve intact its good reputation and present business organization and to preserve its relationships with persons having business dealings with it. Likewise, from the date of this Agreement to the Closing Date, and except to the extent that L48 otherwise consents in writing, Lodge will operate its business substantially as presently operated and only in the ordinary course and in compliance with all applicable laws, and use its best efforts to preserve intact its good reputation and present business organization and to preserve its relationships with persons having business dealings with it.

5.2 Certain Acts Prohibited – L48. Except as expressly contemplated by this Agreement or for purposesin furtherance of this Agreement, between the date of this Agreement and the Closing Date, L48 will not, without the prior written consent of Lodge:

(a) amend its incorporation or other constating documents;
(b) incur any liability or obligation other than in the ordinary course of business or encumber or permit the encumbrance of the Lemhi Project or any properties or assets of L48 except in the ordinary course of business;
(c) dispose of or contract to dispose of any L48 property or assets, including the interests governed by the contracts described in Schedule B attached hereto, exceptin the ordinary course of business consistent with past practice;
(d) issue, deliver, sell, pledge or otherwise encumber or subject to any lien any L48 Shares, or any rights, warrants or options to acquire, any such shares or any, voting securities or convertible securities of L48;
(e) declare, set aside or pay any dividends on, or make any other distributions in respect of the L48 Shares,
(f) split, combine or reclassify any L48 Shares or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for the L48 Shares; or
(g) increase benefits or compensation expenses of L48, other than as contemplated by the terms of any employment agreement in existence on the date of this Agreement, increase the cash compensation of any director, executive officer or other key employee or pay any benefit or amount not required by a plan or arrangement as in effect on the date of this Agreement to any such person.

5.3 Certain Acts Prohibited – Lodge. Except as expressly contemplated by this Agreement, between the date of this Agreement and the Closing Date, Lodge will not:

(a) amend its incorporation or other constating documents;

(b) incur any liability or obligation other than in the ordinary course of business or encumber or permit the encumbrance of any properties or assets of Lodge except in the ordinary course of business consistent with past practice;
(c) dispose of or contract to dispose of any of Lodge's property or assets except in the ordinary course of business consistent with past practice; or
(d) declare, set aside or pay any dividends or make any other distributions in respect of the Common Shares.
(e) split, combine or reclassify any Common Shares or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for the Common Shares; or
(f) materially increase benefits or compensation expenses of Lodge, other than as contemplated by the terms of any employment agreement in existence on the date of this Agreement, increase the cash compensation of any director, executive officer or other key employee or pay any benefit or amount not required by a plan or arrangement as in effect on the date of this Agreement to any such person.

5.4 Access and Investigation. Between the date of this Agreement and the Closing Date, L48, on the one hand, and Lodge, on the other hand, will, and will cause each of their respective representatives to:

(a) afford the other and its representatives full and free access to its personnel, properties, assets, contracts, books and records, and other documents and data;
(b) furnish the other and its representatives with copies of all such contracts, books and records, and other existing documents and data as required by this Agreement and as the other may otherwise reasonably request; and
(c) furnish the other and its representatives with such additional financial, operating, and other data and information as the other may reasonably request.

All such access, investigation and communication by a party and its representatives will be conducted during normal business hours and in a manner designed not to interfere unduly with the normal business operations of the other party. Each party will instruct its auditors to co‐operate with the other party and its representatives in connection with such investigations.

5.5 L48 Shares. L48 and the L48 Shareholders will take all necessary action to cancel any outstanding options, warrants, subscriptions, conversion rights, or other rights, agreement or commitment obligating L48 to issue any additional L48 Shares such that there will only be 33,740,000 L48 Shares issued and outstanding on the Closing Date.

5.6 Financing. Lodge will complete the Financing within 90 days of Closing.

5.7 Notification. Between the date of this Agreement and the Closing Date, each of the parties to this Agreement will promptly notify the other parties in writing if it becomes aware of any fact or condition that causes or constitutes a material breach of any of its representations and warranties as of the date of this Agreement, if it becomes aware of the occurrence after the date of this Agreement of

any fact or condition that would cause or constitute a material breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition. Should any such fact or condition require any change in the Schedules relating to such party, such party will promptly deliver to the other parties a supplement to the Schedules specifying such change. During the same period, each party will promptly notify the other parties of the occurrence of any material breach of any of its covenants in this Agreement or of the occurrence of any event that may make the satisfaction of such conditions impossible or unlikely.

5.8 Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to its terms, L48 will not, directly or indirectly, solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non‐public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of L48, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreement.

5.9 Assistance for Closing of Exchange Transaction. Each of L48 and the L48 Shareholders will use commercially reasonable efforts to provide any documents, including without limitation independent geological reports and valuation reports, necessary to obtain the regulatory approvals required to complete the Exchange Transaction.

6. CLOSING

6.1 Closing. The Closing of the Exchange Transaction will take place on the Closing date at the offices of Lodge's legal counsel or at such other location as agreed to by the parties. Notwithstanding the location of the Closing of the Exchange Transaction, each party agreesthat the Closing of the Exchange Transaction may be completed by the exchange of undertakings between the respective legal counsel for the parties hereto, provided such undertakings are satisfactory to each party's respective legal counsel.

6.2 Closing Deliveries of L48 and the L48 Shareholders. At Closing, L48 and the L48 Shareholders will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to Lodge:

(a) copies of this Agreement executed by each of L48 and the L48 Shareholders;
(b) copies of all resolutions of the directors of L48:
- (i) approving the Exchange Transaction and this Agreement and authorizing execution and delivery of this Agreement and all other documentsto be delivered by L48 at Closing;
- (ii) authorizing the transfer of the L48 Shares from the L48 Shareholders to Lodge and authorizing the issuance of a new certificate or certificates representing 33,740,000 L48 Shares registered in the name of Lodge;
(c) if any of the L48 Shareholders appoint any person, by power of attorney or equivalent, to execute this Agreement or any other agreement, document, instrument or certificate contemplated by this agreement on behalf of the L48 Shareholder, a valid and binding power of attorney or equivalent from such L48 Shareholder;
(d) if any L48 Shareholder is a corporation, any documentation required by the CSE;
(e) share certificates representing all of the L48 Shares owned by the L48 Shareholders, duly endorsed for transfer;
(f) the L48 Documents and any other necessary documents, each duly executed by L48, as required to give effect to the Exchange Transaction;
(g) a certificate of an officer of L48, dated at Closing, certifying that:
- (i) each covenant and obligation of L48 in this Agreement has been complied with;
- (ii) each representation, warranty and covenant of L48 in this Agreement is true and correct at the Closing as if made on and as of the Closing; and
(h) a certificate of an officer of L48, dated at Closing, certifying that all conditions referenced in Section 4 in favour of L48 have been satisfied or waived.

6.3 Closing Deliveries of Lodge. At Closing, Lodge will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to L48:

(a) a copy of this Agreement executed by Lodge;
(b) copies of all resolutions of the directors of Lodge:
- (i) approving the Exchange Transaction and this Agreement and authorizing execution and delivery of this Agreement and all other documentsto be delivered by Lodge at Closing; and
- (ii) authorizing the issuance of the Transaction Shares and share certificates in the name of each of the L48 Shareholders as set out in Schedule A attached hereto.

the share certificates representing the Transaction Shares with the total number of Transaction Shares issuable to such L48 Shareholder being as set out opposite his name in Schedule A hereto;

(c) the L48 Documents and any other necessary documents, each duly executed by L48, as required to give effect to the Exchange Transaction;
(d) a certificate of an officer of Lodge, dated at Closing, certifying that:
- (i) each covenant and obligation of Lodge in this Agreement has been complied with;
- (ii) each representation, warranty and covenant of Lodge is true and correct at the Closing as if made on and as of the Closing;
(e) a certificate of an officer of Lodge, dated at Closing, certifying that all conditions referenced in Section 4 in favour of Lodge have been satisfied or waived.

(f) a copy of the letter or letters from the CSE confirming conditional acceptance of the Exchange Transaction.

7. TERMINATION

7.1 Termination. This Agreement may be terminated at any time prior to the Closing Date contemplated hereby by:

(a) Lodge and L48, upon mutual agreement;
(b) Lodge, if there has been a material breach by L48 or any of the L48 Shareholders of any representation, warranty, covenant or agreement set forth in this Agreement that is not cured to the reasonable satisfaction of Lodge within ten Business Days after notice ofsuch breach is given by Lodge (except that no cure period will be provided for a breach by L48 or the L48 Shareholders that by its nature cannot be cured);
(c) L48, if there has been a material breach by Lodge of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of Lodge that is not cured by Lodge, to the reasonable satisfaction of L48, within ten Business Days after notice of such breach is given by L48 (except that no cure period will be provided for a breach by Lodge that by its nature cannot be cured);
(d) Lodge or L48, if the Transaction contemplated by this Agreement has not been consummated by the Outside Date, unless the parties hereto agree to extend such date in writing; or
(e) Lodge or L48 if any permanent injunction or other order of a governmental entity of competent authority preventing the consummation of the Transaction contemplated by this Agreement has become final and non‐appealable.

7.2 Effect of Termination. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement will be of no further force or effect, provided, however, that no termination of this Agreement will relieve any party of liability for any breaches of this Agreement that are based on a wrongful refusal or failure to perform any obligations.

8. INDEMNIFICATION, REMEDIES, SURVIVAL

8.1 Certain Definitions. For the purposes of this Article 9, the terms "Loss" and "Losses" mean any and all demands, claims, actions or causes of action, assessments, losses, damages, Liabilities, costs, and expenses, including without limitation, interest, penalties, fines and reasonable attorneys, accountants and other professional fees and expenses, but excluding any indirect, consequential or punitive damages suffered by Lodge or L48 including damages for lost profits or lost business opportunities.

8.2 Agreement of L48 to Indemnify. L48 will indemnify, defend, and hold harmless, to the full extent of the law, Lodge from, against, and in respect of any and all losses asserted against, relating to, imposed upon, or incurred by Lodge and its shareholders by reason of, resulting from, based upon or arising out of:

(a) the breach by L48 of any representation or warranty of L48 contained in or made pursuant to this Agreement, any L48 Document or any certificate or other instrument delivered pursuant to this Agreement; or
(b) the breach or partial breach by L48 of any covenant or agreement of L48 made in or pursuant to this Agreement, any L48 Document or any certificate or other instrument delivered pursuant to this Agreement.

8.3 Agreement of the L48 Shareholders to Indemnify. The L48 Shareholders will indemnify, defend, and hold harmless, to the full extent of the law, Lodge from, against, and in respect of any and all losses asserted against, relating to, imposed upon, or incurred by Lodge and its shareholders by reason of, resulting from, based upon or arising out of:

(a) any breach by the L48 Shareholders of Section 3 of this Agreement; or
(b) any misstatement, misrepresentation or breach of the representations and warranties made by the L48 Shareholders contained in this Agreement.

8.4 Agreement of Lodge to Indemnify. Lodge will indemnify, defend, and hold harmless, to the full extent of the law, L48 and the L48 Shareholders from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by L48 and the Selling Shareholders by reason of, resulting from, based upon or arising out of:

(a) the breach by Lodge of any representation or warranty of Lodge contained in or made pursuant to this Agreement, any Lodge Document or any certificate or other instrument delivered pursuant to this Agreement; or
(b) the breach or partial breach by Lodge of any covenant or agreement of Lodge made in or pursuant to this Agreement, any Lodge Document or any certificate or other instrument delivered pursuant to this Agreement.

9. GENERAL PROVISIONS

9.1 Further Assurances. Each of the parties hereto will co‐operate with the others and execute and deliver to the other parties hereto such other instruments and documents and take such other actions as may be reasonably requested from time to time by any other party hereto as necessary to carry out, evidence, and confirm the intended purposes of this Agreement.

9.2 Amendment. Except as herein otherwise provided, this Agreement may not be amended except by an instrument in writing signed by each of the parties.

9.3 Notices. Any notice required or permitted to be given under this Agreement will be in writing and may be given by delivering, sending by email transmission, or sending by prepaid registered mail posted in Canada, the notice to the following address or email address:

(a) If to a L48 Shareholder :

to the address of such L48 Shareholder as shown opposite his name in Schedule A hereto

(b) If to L48:

1132144 British Columbia Ltd. 110‐8429 29th Street NW Edmonton, Alberta T6P 1L3

Attention: Dean Besserer Email: [email protected]

With a copy (which will not constitute notice) to:

AFG Law LLP 605-815 Hornby Street Vancouver, BC V6Z 2E6

Attention: Nick Ayling Email: [email protected]

Lodge Resources Inc. Suite 1570 ‐ 505 Burrard Street, Vancouver, British Columbia V7X 1M5

Attention: Steve Mathiesen Email: [email protected]

With a copy (which will not constitute notice) to:

McMillan LLP Suite 1500 ‐ 1055 – West Georgia Street Vancouver, British Columbia V6E 4N7

Attention: Desmond Balakrishnan Email: [email protected]

Any notice delivered or sent by email transmission on a Business Day will be deemed conclusively to have been effectively given on the day the notice was delivered, or the email transmission wassentsuccessfully to the email address set out above, as the case may be. Any notice sent by prepaid registered mail will be deemed conclusively to have been effectively given on the third Business Day after posting; but if at the time of posting or between the time of posting and the third Business Day thereafter there is a strike, lockout, or other labour disturbance affecting postal service, then the notice will not be effectively given until actually delivered.

9.4 Expenses. Lodge, the L48 Shareholders and L48 will each bear their own transaction costs in connection with the execution and performance of this Agreement and the Exchange Transaction, including all fees and expenses of agents, representatives and accountants.

9.5 Governing Law. This Agreement will be construed and enforced according to the laws of the Province of British Columbia and the applicable federal laws of Canada and each party to this

Agreement hereby attorns to the jurisdiction of any appropriate court in the Province of British Columbia for an action which, in whole or in part, in any way arises under this Agreement.

9.6 Headings and Captions. The division of this Agreement into headings, sections, sub‐ sections, paragraphs and Schedules is for convenience of reference only and in no way defines, limits, or enlarges the scope or meaning of the provisions of this Agreement. The section, sub‐section, paragraph and Schedule headings are not intended to be full or precise descriptions of the text to which they refer and are not to be considered part of this Agreement.

9.7 Number and Gender. All referencesto any party will be read with such changesin number and gender as the context or reference requires.

9.8 Severability. If any provision of this Agreement is determined to be void or unenforceable in whole or in part, it will be deemed not to affect or impair the validity of any other provision of this Agreement and such void or unenforceable provision will be severable from this Agreement.

9.9 Benefits. This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective representatives, heirs, successors and assigns.

9.10 Entire Agreement. This Agreement, the Schedules attached hereto and the other documents in connection with the Exchange Transaction contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior arrangements and understandings, both written and oral, expressed or implied, with respect thereto. Any preceding correspondence or offers are expressly superseded and terminated by this Agreement.

9.11 Counterparts. This Agreement may be executed in two or more counterparts and may be executed and delivered by electronic transmission and all such counterparts and electronically transmitted documents will together constitute one and the same document.

IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the day and year first above written.

LODGE RESOURCES INC.

Per: /s/Authorized Signatory Authorized Signatory

1132144 B.C.LTD.

Per: /s/Authorized Signatory Authorized Signatory

L48 SHAREHOLDERS:

[REDACTED – Personal Information]

SCHEDULE A

LIST OF L48 SECURITYHOLDERS

L48 SHARES OUTSTANDING PRIOR TO CLOSING AND TRANSACTION SHARES ISSUABLE IN EXCHANGE

[REDACTED – Personal Information]

SCHEDULE B

MATERIAL CONTRACTS AND COMMITMENTS OF L48

ContractType	Signingdate	Parties	Details
OptionAgreement	August31,2019	L48andBHLK‐2LLC	OptionAgreementgrantingL48theoptiontoacquirea100%interestinanumberofunpatentedminingclaims
PurchaseandSaleAgreement	September23,2019	L48IdahoandLemhiGoldTrust,LLC	PurchaseAgreementthroughwhichtheLemhipropertywasacquired.
PermittedRoyaltiesandBack‐inRight(asdefinedherein)	Various	Various	VariousroyaltiesandencumbrancesencumberingtheLemhiProperty.

SCHEDULE C

Representations and Warrantees of Lodge

Lodge represents and warrants to L48 and the L48 Shareholders (and acknowledges that L48 and the L48 Shareholders are relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement) that as of the date hereof and as at the Closing Date:

1.1 Organization and Good Standing. Lodge is duly incorporated, organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to own, lease and carry on its business as now being conducted. Lodge is qualified to do business and is in good standing as a corporation in each of the jurisdictions in which it owns property, leases property, does business, or is otherwise required to do so, where the failure to be so qualified would have a material adverse effect on the businesses, operations, or financial condition of Lodge.

1.2 Authority. Lodge has all requisite corporate power and authority to execute and deliver this Agreement and the Lodge Documents and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of each of the Lodge Documents by Lodge and the consummation by Lodge of the transactions contemplated hereby have been duly authorized by its board of directors and no other corporate or shareholder proceedings on the part of Lodge are necessary to authorize such documents or to consummate the transactions contemplated. This Agreement has been, and the other Lodge Documents when executed and delivered by Lodge as contemplated by this Agreement will be, duly executed and delivered by Lodge and this Agreement is, and the other Lodge Documents when executed and delivered by Lodge, as contemplated hereby will be, valid and binding obligations of Lodge enforceable in accordance with their respective terms, except:

(a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally;

(b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies; and

1.3 Capitalization of Lodge. The authorized capital of Lodge consists of an unlimited number of Common Shares without par value and an unlimited number of preferred shares without par value. As of the date of this Agreement, there are 14,257,770 Common Shares of Lodge issued and outstanding, an no preferred shares outstanding. There are no agreements purporting to restrict the transfer of the Common Shares, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Common Shares of Lodge.

1.4 Non‐Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Exchange Transaction, will:

(a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien,security interest, charge or encumbrance upon any of the material properties or assets of Lodge under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Lodge or any of its material property or assets;

(b) violate any provision of the applicable incorporation or charter documents of Lodge; or

(c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Lodge or any of its material property or assets.

1.5 Validity of Transaction Shares Issuable under the Exchange Transaction. The Transaction Shares to be issued to the L48 Shareholders upon consummation of the Exchange Transaction in accordance with this Agreement will, upon issuance, have been duly and validly authorized and, when so issued in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and non‐ assessable.

1.6 Actions and Proceedings. To the best knowledge of Lodge, there is no claim, charge, arbitration, grievance, action, suit, investigation or proceeding by or before any court, arbiter, administrative agency or other governmental authority now pending or, to the best knowledge of Lodge, threatened against Lodge which involves any of the business, or the properties or assets of Lodge that, if adversely resolved or determined, would have a material adverse effect on the business, operations, assets, properties, prospects or conditions of Lodge taken as a whole (a "Lodge Material Adverse Effect"). There is no reasonable basis for any claim or action that, based upon the likelihood of its being asserted and its success if asserted, would have such an Lodge Material Adverse Effect.

1.7 Compliance.

(a) To the best knowledge of Lodge, Lodge is in compliance with, is not in default or violation in any material respect under, and 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 to the business or operations of Lodge;

(b) To the best knowledge of Lodge, Lodge is not subject to any judgment, order or decree entered in any lawsuit or proceeding applicable to its business and operations that would constitute an Lodge Material Adverse Effect;

(c) Lodge has duly filed all reports and returnsrequired to be filed by it with governmental authorities and have obtained all governmental permits and other governmental consents, except as may be required after the execution of this Agreement. All 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 the best knowledge of Lodge, threatened, and none of them will be affected in a material adverse manner by the consummation of the Exchange Transaction; and

(d) Lodge has operated in material compliance with all laws, rules, statutes, ordinances, orders and regulations applicable to its business. Lodge has not received any notice of any violation thereof, nor is Lodge aware of any valid basis therefore.

1.8 Absence of Undisclosed Liabilities. Lodge has no material Liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise, which:

(a) are not set forth in the Lodge Financial Statements or have not heretofore been paid or discharged;

(b) did not arise in the regular and ordinary course of business under any agreement, contract, commitment, lease or plan specifically disclosed in writing to L48; or

(c) have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the date of the last Lodge Financial Statements.

1.9 Tax Matters.

(a) As of the date hereof:

(i) Lodge has timely filed all tax returns in connection with any Taxes which are required to be filed on or prior to the date hereof, taking into account any extensions of the filing deadlines which have been validly granted to them, and

(ii) all such returns are true and correct in all material respects;

(b) Lodge has paid all Taxes that have become or are due with respect to any period ended on or prior to the date hereof;

(c) Lodge is not presently under and has not received notice of, any contemplated investigation or audit by the Canada Revenue Agency or any foreign taxing authority concerning any fiscal year or period ended prior to the date hereof;

(d) All Taxesrequired to be withheld on or prior to the date hereof from employeesfor income Taxes, social security Taxes, unemployment Taxes and other similar withholding Taxes have been properly withheld and, if required on or prior to the date hereof, have been deposited with the appropriate governmental agency; and

(e) To the best knowledge of Lodge, the Lodge Financial Statements contain full provision for all Taxes including any deferred Taxes that may be assessed to Lodge for the accounting period ended on the August 31, 2019 (the "Lodge Accounting Date") or for any prior period in respect of any transaction, event or omission occurring, or any profit earned, on or prior to the Lodge Accounting Date or for any profit earned by Lodge on or prior to the Lodge Accounting Date or for which Lodge is accountable up to such date and all contingent Liabilitiesfor Taxes have been provided for or disclosed in the Lodge Financial Statements.

1.10 Absence of Changes. Since the Lodge Accounting Date, Lodge has not without public disclosure:

(a) incurred any Liabilities, other than Liabilitiesincurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties;

(b) sold, encumbered, assigned or transferred any material fixed assets or properties;

(c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Lodge to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever;

(d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business;

(e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities;

(f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects;

(g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise);

(h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation,strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; or

(i) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled..

1.11 Absence of Certain Changes or Events. Since the Lodge Accounting Date, there has not been:

(a) a Lodge Material Adverse Effect; or

(b) any material change by Lodge in its accounting methods, principles or practices.

1.12 Subsidiaries. Lodge does not have any subsidiaries other than Lodge Minerals Inc. and Lodge does not have any affiliated companies or agreements, options or commitmentsto acquire any shares or securities of any corporation or to acquire or lease any business operations, real property or assets other than pursuant to the Exchange Transaction.

1.13 Material Contracts and Transactions. Other than as publicly disclosed, Lodge is not a party to any material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise.

Completeness of Disclosure. No representation or warranty by Lodge in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to L48 pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

SCHEDULE D Representations and Warranties of L48

L48 represents and warrants to Lodge (and acknowledges that Lodge is relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement) that as of the date hereof and as at the Closing Date:

1.1 Organization and Good Standing. L48, L48 BCSub and L48 Idaho are duly incorporated, organized, validly existing and in good standing under the laws of the jurisdiction of their incorporation and have all requisite corporate power and authority to own, lease and carry on their business as now being conducted. L48 L48 BCSub and L48 Idaho are qualified to do business and are in good standing in each of the jurisdictions in which they own property, lease property, conduct business, or are otherwise required to do so, where the failure to be so qualified would have a material adverse effect on the businesses, operations, or financial condition of L48, L48 BC Sub or L48 Idaho, as the case may be.

1.2 Authority. L48 has all requisite corporate power and authority to execute and deliver this Agreement and the L48 Documents and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of each of the L48 Documents by L48 and the consummation by L48 of the transactions contemplated hereby have been duly authorized by its board of directors and no other corporate or shareholder proceedings on the part of L48 are necessary to authorize such documents or to consummate the transactions contemplated hereby. This Agreement has been, and the other L48 Documents when executed and delivered by L48 as contemplated by this Agreement will be, duly executed and delivered by L48 and this Agreement is, and the other L48 Documents when executed and delivered by L48, as contemplated hereby will be, valid and binding obligations of L48 enforceable in accordance with their respective terms, except:

(a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally;

(b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies; and

1.3 Capitalization.

(a) The authorized capital of L48 consists of an unlimited number of common shares without par value. As of the date of this Agreement, there are 33,740,000 common shares of L48 issued and outstanding. There are no agreements purporting to restrict the transfer of the L48 Shares, and no shareholders agreements, pooling agreements, voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the L48 Shares.

(b) The authorized capital of L48 BCSub consists of an unlimited number of common shares without par value. As of the date of this Agreement, there is one common shares of L48 BC Sub issued and outstanding. There are no agreements purporting to restrict the transfer of the common shares of L48 BCSub, and no shareholders agreements, pooling agreements, voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the common shares of L48 BCSub.

(c) As of the date of this Agreement, the authorized capital of L48 Idaho consists of two membership units issued and outstanding. There are no agreements purporting to restrict the transfer of the membership units of L48 Idaho, and no operating agreements, pooling agreements, voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the membership units of L48 Idaho.

1.4 Absence of Rights. No person has any right, agreement or option, present or future, contingent or absolute, pre‐emptive or contractual, or any right capable of becoming a right, agreement or option, for the issue or allotment of any unissued common shares or membership units, as applicable, of L48, L48 BC Sub or L48 Idaho, or any other agreement or option for the issue or allotment of any unissued common shares or membership units, as applicable, of L48, L48 BCSub or L48 Idaho, or any other security convertible into or exchangeable for any such common shares or membership units, as applicable, or to require L48 to purchase, redeem or otherwise acquire any of the issued and outstanding common shares or membership units, as applicable, of L48, or to require L48 Idaho to purchase, redeem or otherwise acquire any of the issued and outstanding common shares of L48 Idaho, other than pursuant to the Exchange Transaction.

1.5 Reporting Issuer Status. L48 is not a reporting issuer in any jurisdiction, and its common shares are not listed on any stock exchange of trading facility.

1.6 Non‐Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Exchange Transaction, will:

(a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien,security interest, charge or encumbrance upon any of the material properties or assets of L48 under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to L48 or any of its material properties or assets;

(b) violate any provision of the applicable incorporation or charter documents of L48; or

(c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to L48 or any of its material properties or assets.

1.7 Actions and Proceedings. To the best knowledge of L48, there is no claim, charge, arbitration, grievance, action, suit, investigation or proceeding by or before any court, arbiter, administrative agency or other governmental authority now pending or, to the best knowledge of L48, threatened against L48 which involves any of the business, or the properties or assets of L48 that, if adversely resolved or determined, would have a material adverse effect on the business, operations, assets, properties, prospects or conditions of L48 taken as a whole (an "L48 Material Adverse Effect"). There is no reasonable basisfor any claim or action that, based upon the likelihood of its being asserted and itssuccessif asserted, would have such an L48 Material Adverse Effect.

1.8 Compliance.

(a) To the best knowledge of L48, L48 is in compliance with, is not in default or violation in any material respect under, and 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 to the business or operations of L48;

(b) To the best knowledge of L48, L48 is not subject to any judgment, order or decree entered in any lawsuit or proceeding applicable to its business and operations that would constitute an L48 Material Adverse Effect;

(c) L48 has duly filed all reports and returns required to be filed by it with governmental authorities and has obtained all governmental permits and other governmental consents, except as may be required after the execution of this Agreement. All 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 the best knowledge of L48, threatened, and none of them will be affected in a material adverse manner by the consummation of the Exchange Transaction; and

(d) L48 has operated in material compliance with all laws, rules, statutes, ordinances, orders and regulations applicable to its business. L48 has not received any notice of any violation thereof, nor is L48 aware of any valid basis therefore.

1.9 Financial Statements. The L48 Financial Statements contain no misrepresentation and,

(a) present fairly, in all material respects, the financial position of L48 and the statements of operations, retained earnings, cash flow from operations and changes in financial information of L48 for the periods specified in such L48 Financial Statements;

(b) have been prepared in conformity with International Financial Reporting Standards applied throughout the periods involved; and

(c) do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the L48 Financial Statements.

1.10 Absence of Undisclosed Liabilities. L48 has no material Liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise, which:

(a) are not set forth in the L48 Financial Statements or have not heretofore been paid or discharged;

(b) did not arise in the regular and ordinary course of business under any agreement, contract, commitment, lease or plan specifically disclosed in writing to Lodge; or

1.11 Tax Matters.

(a) As of the date hereof:

(i) L48 has timely filed all tax returns in connection with any Taxes which are required to be filed on or prior to the date hereof, taking into account any extensions of the filing deadlines which have been validly granted to them, and

(ii) all such returns are true and correct in all material respects;

(b) L48 has paid all Taxes that have become or are due with respect to any period ended on or prior to the date hereof;

(c) L48 is not presently under and has not received notice of, any contemplated investigation or audit by the Canada Revenue Agency or any foreign taxing authority concerning any fiscal year or period ended prior to the date hereof;

(e) To the best knowledge of L48, the L48 Financial Statements contain full provision for all Taxes including any deferred Taxes that may be assessed to L48 for the accounting period ended on the November 30, 2019 (the "L48 Accounting Date") or for any prior period in respect of any transaction, event or omission occurring, or any profit earned, on or prior to the L48 Accounting Date or for any profit earned by L48 on or prior to the L48 Accounting Date or for which L48 is accountable up to such date and all contingent Liabilities for Taxes have been provided for or disclosed in the L48 Financial Statements.

1.12 Absence of Changes. Since the L48 Accounting Date, L48 has not without public disclosure:

(b) sold, encumbered, assigned or transferred any material fixed assets or properties other than the L48's interest in the Soap Gulch Property pursuant to a termination agreement dated February 1, 2020;

(c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged orsubjected any of the material assets or properties of L48 to any mortgage, lien, pledge,security interest, conditional sales contract or other encumbrance of any nature whatsoever;

(f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects;

(g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise);

1.13 Absence of Certain Changes or Events. Since the L48 Accounting Date, there has not been:

(a) an L48 Material Adverse Effect; or

(b) any material change by L48 in its accounting methods, principles or practices.

1.14 Subsidiaries. L48 does not have any subsidiaries other than and L48 BCSub and L48 Idaho. 100% of the issued and outstanding common shares of L48 BCSub are owned by L48, and L48 does not have any affiliated companies or agreements, options or commitments to acquire any shares or securities of any corporation or to acquire or lease any business operations, real property or assets other than pursuant to the Exchange Transaction. 100% of the issued and outstanding membership units of L48 Idaho are owned by L48 BCSub, and L48 BCSub does not have any affiliated companies or agreements, options or commitments to acquire any shares or securities of any corporation or to acquire or lease any business operations, real property or assets other than pursuant to the Exchange Transaction.

1.15 Material Assets. L48 itself, and through its subsidiaries L48 BCSub and L48 Idaho is the absolute legal and beneficial owner of, and has good and marketable title to, all of its material assets relating to the Lemhi Property, including the Additional Claims, free of all mortgages, liens, charges, pledges,security interests, encumbrances, claims or demands whatsoever and no other assets or property rights are necessary for the conduct of this business of L48 and, there are no material restrictions on the ability of L48 to use, transfer or otherwise exploit such assets or property rights, and L48 does not know of any claim or basisfor a claim that might or could adversely affect itsrightsto use, transfer or otherwise exploit such assets or property rights and L48 has no responsibility or obligation to pay any commission, royalty, license, fee or similar payment to any person with respect to the assets or property rights thereof. Any and all agreements pursuant to which L48 holds its material assets relating to the Lemhi Property, including the Additional Claims, or is entitled to the use of or to acquire ownership of such material assets (whether directly or indirectly) are valid and subsisting agreements in full force and effect, enforceable in accordance with its respective terms, and there is currently no material default of any provisions of any such agreements by any party thereto nor has any such default been alleged, and L48, after making due enquiries, is not aware of any disputes with respect thereto and such assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situate, and all leases, licenses, concessions, and claims pursuant to which L48 derives its interests (whether legal or beneficial) in such material assets are in good standing and there has been no material default under any such leases, licenses, concessions, and claims and all material Taxes required to be paid with respect to such assets to

the date hereof have been paid. L48 BCSub has no assets other than its interest in L48 Idaho. L48 Idaho has no assets other than its interest in the Lemhi Property.

1.16 Title to the Mining Rights.

(a) L48 itself, and through L48 Idaho holds its title to the Lemhi Property through mining titles, permits, licenses, claims and concessions (collectively, the "Mining Rights") and such Mining Rights are free and clear of any encumbrances or title defect of whatever kind or nature, regardless of form, whether or not registered or registrable and whether or not consensual or arising by law (statutory or otherwise), including any mortgage, lien, charge, pledge or security interest, whether fixed or floating, or any joint‐ venture or similar interest, earn‐in provision, assignment, lease, option, right of pre‐emption, privilege, encumbrance, easement, servitude, right of way, restrictive covenant, right of use or any other material right or material claim of any kind or nature whatsoever which affects ownership or possession of, or title to, any interest in, or the right to use or occupy such property or assets; and

(b) there are no conflicting claims that could constitute a material defect in L48 Idaho's title to any of the Mining Rights.

(c) There are no pending or threatened suits, claims, actions, proceedings or investigations of any nature affecting the Lemhi Property or the Mining Rights.

(d) The Mining Rights are in good standing, are valid and enforceable, are free and clear of any material Liens or charges other than the Back‐in Right. Other than the Permitted Royalties, no royalty, revenue sharing or other similar interest is payable in respect of any of the Mining Rights. There are no restrictions on the use, transfer or ability to otherwise exploit any such Mining Rights, except as required by applicable laws.

(e) The Mining Rights are the only material prospecting or exploration rights owned or held by L48 with respect to the Lemhi Property.

(f) L48 has not received notice from any governmental licensing authority of any material proposal or intention to withdraw, revoke, amend or terminate any of the Mining Rights.

(g) All material obligations in respect of the Mining Rights have been complied with at all times and L48 is currently in compliance with the obligations required of it under the Mining Rights, and no action, claim, demand, dispute or liability in respect of the same is outstanding or threatened.

(h) The Option Agreement is in good standing.

1.17 Environmental Laws. To the best knowledge of L48, it is not in violation of any federal, provincial, state, local, municipal or foreign statute, law, rule, regulation, ordinance, code, policy or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively "Hazardous Materials") or to the manufacture, processing, distribution, use, treatment, storage, disposal, transports or handling of Hazardous Materials (collectively, "Environmental Laws"). To the best knowledge of L48, it has all permits, authorizations and approval required under any applicable Environmental Laws and is in compliance with the requirements of any applicable Environmental Laws, and there are no pending, or to the knowledge of L48, threatened administrative, regulatory or judicial actions,suits, demands, demand letters, claims, liens, notices of non‐ compliance or violations, investigations, or proceedings related to any Environmental Laws against L48.

1.18 Possession of Licenses and Permits. Otherthan as disclosed in writing to Lodge prior to the closing date, L48 possesses such permits, certificates, licenses, approvals, consents and other authorizations (collectively, "Governmental Licenses") issued by the appropriate federal, provincial, state, local or foreign regulatory agencies of bodies necessary to own, lease, use, stake or maintain the Lemhi Property and to conduct the business now operated by it and to explore the Lemhi Property, except where the failure to possess such Governmental Licenses would not reasonably be expected to have an L48 Material Adverse Effect. L48 is in material compliance with the terms and conditions of all such Governmental Licenses. All of the Governmental Licenses are valid and in full force and effect. L48 has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses. L48 is licenses, qualified and registered to carry on business as currently conducted and contemplated to be conducted.

1.19. Material Contracts and Transactions. All of the material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed of otherwise (collectively, the "Material Contracts") have been disclosed to Lodge. L48 has not received notification from any party claiming that L48 is in breach or default under any Material Contract and L48 is not aware that any counterparty to any Material Contract is in breach or default thereof.

1.20 No Brokers. L48 has not incurred any obligation or liability to any party for any brokerage fees, agent's commissions, or finder's fees in connection with the Exchange Transaction.

1.21 Completeness of Disclosure. No representation or warranty by L48 in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to Lodge pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

SCHEDULE E

[See attached.]

T26NT25N3422$\overline{c}$$\Box$$\infty$်ချ$rac{1}{2}$205$\frac{1}{2}$196199lig.$\frac{1}{2}$်က ျ210189$\overline{56}$$\overline{a}$$\frac{1}{2}$207$\overline{a}$212213$\overline{56}$19q194195188$\overline{193}$197$\overline{c}$$\frac{21}{4}$asas216187163166168$\frac{1}{120}$174176178164165172173പ183160$t_{\rm th}$162169175179180167177$171,$$\overline{184}$181185186$\overline{5}$鸟99 भिन्$\frac{\infty}{2}$$\sigma$4156$\overline{140}$142218143144145146$\frac{155}{2}$ဦ$\frac{8}{2}$154147148150iğ$\overline{141}$$\ddot{q}$$ \dot{\vec{z}} $осt2125126G122124120128129$\overline{11}$$\overline{5}$$\overline{130}$ioj$10.18 - 1500$114105108106104$\overline{217}$113107112115$\frac{16}{11}$耳ਬ를်က်$\frac{1}{\sqrt{2}}$$\overline{\alpha}$ነገ്യ10210385$\overline{a}$$\frac{8}{8}$$\frac{8}{6}$99$101,$$\overline{8}$$\mathbb{S}$92$\mathbb{R}$5$\overline{\sigma}$98$\sqrt{6}$亄18Œنغا$\frac{1}{2}$$\frac{1}{6}$6862$\overline{\Sigma}$$\overline{z}$60$\mathbb{S}^3$6469$\mathsf{g}$$\overline{6}$6566$\frac{1}{8}$76$\overline{7}$79$\overline{78}$$\overline{\mathbf{g}}$597583$+2 + 2 + 2 + 2 + 2 + 2 + 2 + 2 + 2 + 2 + 2 + 2 + 2 + 2$$\frac{12}{12}$$\cdot \frac{\alpha}{\alpha}$$\frac{1}{4}$ 21 22 22 24 25 26 27 27 28 29 29 29 29 29 29 29$\Rightarrow$$\lfloor \frac{1}{n} \rfloor$' ल्ला,-दै†दि1दैं⊺$\mathbf{f}$- 47 -$\frac{1}{4}$$\frac{4}{5}$$ \frac{2}{\alpha} $ හි $ \frac{2}{\alpha} $$ z $ කී $ z $$\frac{1}{2}$ಿದಿ$\mathbb{S}^2$$\frac{8}{2}$32$\overline{a}$$\overline{5}$a$\overline{\mathfrak{S}}$$\overline{\mathbf{c}}$$\overline{30}$$\overline{\mathcal{S}}$$\overline{1}$$\omega_{\bullet}$$\overline{\phantom{0}}$۰$\frac{4}{3}$$\vec{a}$$\overline{5}$$\Xi$$\mathbf{r}$$\mathbf{5}$$\Xi$$\infty$$\mathsf{D}$$\bullet$$\overline{\mathbf{r}}$$\overline{\phantom{a}}$$\sigma$$\mathbf{a}$$\infty$Н		$\frac{1}{100}$ $\frac{1}{100}$ $\frac{1}{100}$ $\frac{1}{100}$

AI assistant

Freeman Gold Corp. M&A Activity 2020

47758_rns_2020-04-23_9aafb191-eb82-475e-96b9-5c637a96d419.pdf

SHARE EXCHANGE AGREEMENT

AND:

AND:

1. INTERPRETATION

2. OFFER, PURCHASE AND SALE OF SHARES

3. REPRESENTATIONS AND WARRANTIES

4. CONDITIONS PRECEDENT

5. ADDITIONAL COVENANTS OF THE PARTIES

6. CLOSING

7. TERMINATION

8. INDEMNIFICATION, REMEDIES, SURVIVAL

9. GENERAL PROVISIONS

LODGE RESOURCES INC.

1132144 B.C.LTD.

SCHEDULE A

LIST OF L48 SECURITYHOLDERS

L48 SHARES OUTSTANDING PRIOR TO CLOSING AND TRANSACTION SHARES ISSUABLE IN EXCHANGE

SCHEDULE B

MATERIAL CONTRACTS AND COMMITMENTS OF L48

SCHEDULE C

Representations and Warrantees of Lodge

1.7 Compliance.

SCHEDULE D Representations and Warranties of L48

AI assistant

Freeman Gold Corp. — M&A Activity 2020

47758_rns_2020-04-23_9aafb191-eb82-475e-96b9-5c637a96d419.pdf

SHARE EXCHANGE AGREEMENT

AND:

AND:

1. INTERPRETATION

2. OFFER, PURCHASE AND SALE OF SHARES

3. REPRESENTATIONS AND WARRANTIES

4. CONDITIONS PRECEDENT

5. ADDITIONAL COVENANTS OF THE PARTIES

6. CLOSING

7. TERMINATION

8. INDEMNIFICATION, REMEDIES, SURVIVAL

9. GENERAL PROVISIONS

LODGE RESOURCES INC.

1132144 B.C.LTD.

SCHEDULE A

LIST OF L48 SECURITYHOLDERS

L48 SHARES OUTSTANDING PRIOR TO CLOSING AND TRANSACTION SHARES ISSUABLE IN EXCHANGE

SCHEDULE B

MATERIAL CONTRACTS AND COMMITMENTS OF L48

SCHEDULE C

Representations and Warrantees of Lodge

1.7 Compliance.

SCHEDULE D Representations and Warranties of L48

More from Freeman Gold Corp.

Freeman Gold Corp. M&A Activity 2020