G Mining TZ Corp. — Board/Management Information 2020

Nov 6, 2020

LIFE OF MINE INVESTMENTS INC.

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KANADARIO GOLD INC.

CHANGE OF MANAGEMENT AGREEMENT

October 29, 2020

8707316.18

Table of Contents

Page ARTICLE 1 Interpretation ........................................................................................................... 2 ARTICLE 2 Change of Management and Shareholder Meeting ................................................. 5 ARTICLE 3 Representations and Warranties ............................................................................. 6 ARTICLE 4 General ................................................................................................................... 8

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CHANGE OF MANAGEMENT AGREEMENT

This Change of Management Agreement (this “ Agreement ”) dated October 29, 2020 is made between Life of Mine Investments Inc. (“ LOMI ”), a corporation existing under the laws of Canada, and Kanadario Gold Inc. (the “ Corporation ”), a company existing under the laws of British Columbia.

RECITALS

• A. The Corporation exists under the Business Corporations Act (British Columbia) (the “ BCBCA ”).

• B. The Corporation’s common shares (the “ Common Shares ”) are listed on the TSX Venture Exchange (the “ Exchange ”).

• C. On September 17, 2020, LOMI subscribed for 4,100,000 Common Shares and Louis Gignac subscribed for 700,000 Common Shares, representing approximately 16.9% and 2.9% of the issued and outstanding Common Shares (the “ Initial Subscription ”). LOMI, together with Louis Gignac, acquired 4,800,000 Common Shares, or approximately 19.8% of the issued and outstanding Common Shares.

• D. With a view to diversifying its activities and raising the necessary working capital in order to do so, the Corporation entered into an agreement with Sprott Capital Partners LP, as lead underwriter of a syndicate of underwriters including BMO Capital Markets (collectively, the “ Underwriters ”), pursuant to which the Underwriters agreed to purchase, subject to certain conditions, 62,000,000 units of the Corporation (the “ Units ”) at a price of $0.50 per Unit, for aggregate gross proceeds of $31 million (the “ Offering ”). The Underwriters have been granted an option to acquire up to an additional 12,400,000 Units (representing 20% of the Units comprising the Offering) at the same offering price for aggregate gross proceeds of up to $6.2 million (the “ Underwriters’ Option ”).

• E. Each Unit will consist of one Common Share and one-half of one Common Share purchase warrant of the Corporation (each whole purchase warrant, a “ Warrant ”).

• F. Each Warrant will entitle the holder to acquire one additional Common Share at a price of $0.80 for a period of 18 months following the closing of the Offering; provided that if the volume weighted average closing price of the Common Shares on the Exchange is equal to or greater than $1.60 for a period of 10 consecutive trading days, the Corporation may at its option elect to accelerate the expiry of the Warrants by providing notice to its holders within 10 calendar days following the end of such 10 consecutive trading day period, in which case the Warrants will expire on the date specified in such notice, which shall be not less than 30 calendar days following delivery of such notice.

• G. Concurrently with the Offering, it is proposed that LOMI and certain related persons will enter into a subscription agreement pursuant to which they intend to subscribe for 10,800,000 Units ($5.4 million) on an non-brokered basis, subject to the closing of the Offering and at the same offering price as that contemplated by the Offering, and, as a result, LOMI (including the related persons) will hold approximately 14.2% and 18.3% of the outstanding Common Shares on a non-diluted basis and partially diluted basis, respectively, taking into account the Offering (assuming the exercise of the Underwriters’ Option) and the subscription by LOMI and the related persons (the “ LOMI Subscription ”).

• H. It is also proposed that the Corporation complete several corporate changes, including changing its name to G Mining Ventures Corp. or such other name as may be acceptable to

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the BC Registrar of Companies and LOMI (the “ Change of Name ”), moving its head office to Quebec (the “ Change of Head Office ”) and replacing its management and changing the Board to four members selected by LOMI (Louis Gignac Sr., David Fennell, Elif Levesque and Norman MacDonald, together the “ Pre-Meeting Board ”) and as are acceptable to the Exchange (the “ Change of Management ”).

• I. As part and as a result of the Change of Management, the Corporation will be led by Louis Gignac Sr. as Chairman and Louis-Pierre Gignac as Chief Executive Officer (collectively, the “ New Management ”) and following the increase of the size of the Board to at least seven (the “ Board Increase ”) at the Shareholder Meeting (as defined below), its board of directors will consist of at least seven directors, with Louis Gignac Sr. serving as Chairman and including: David Fennell, Louis-Pierre Gignac, Elif Levesque, Norman MacDonald, Jason Neal and ��������������������������������������������������������������������������������������� extent a named individual is unable to serve in such capacity (collectively, the “ New Board ”).

• J. The LOMI Subscription constitutes a related party transaction in accordance with Part 5 of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”), and accordingly, among other things, is subject to minority shareholder approval (the “ Majority of the Minority Approval ”).

• K. The Corporation has called an annual and special meeting of its shareholders to be held on December 15, 2020 (such meeting, or any adjournment or postponement thereof, the “ Shareholder Meeting ”).

• L. The Parties wish to set out in this Agreement their mutual understandings and binding commitments regarding the Offering and the LOMI Subscription, the Change of Name, the Change of Head Office, the Board Increase and the Change of Management.

Therefore, the Parties agree to complete the LOMI Subscription, the Change of Name, the Change of Head Office and the Change of Management as follows:

ARTICLE 1 INTERPRETATION

• 1.1 Definitions. In this Agreement:

“Agreement” means this Change of Management Agreement.

“BCBCA” has the meaning set out in Recital A.

“Board Increase” has the meaning set out in Recital I.

“Business Day” means any day except Saturday, Sunday or any day on which banks are generally not open for business in Vancouver, British Columbia or Montreal, Quebec.

“Change of Head Office” has the meaning set out in Recital H.

“Change of Management” has the meaning set out in Recital H.

“Change of Name” has the meaning set out in Recital H.

“Circular” has the meaning set out in Section 2.3.

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“Common Shares” has the meaning set out in Recital B.

“Consent” has the meaning set out in Section 2.4.

“Corporation” means Kanadario Gold Inc.

“Disclosure” has the meaning set out in Section 2.4.

“Exchange” has the meaning set out in Recital B.

“Governmental Authority” means: (a) any domestic or foreign government, whether national, federal, provincial, state, territorial, municipal or local whether administrative, legislative, executive or otherwise; (b) any agency, authority, ministry, department, regulatory body, court, central bank, bureau, board or other instrumentality having legislative, judicial, taxing, regulatory, prosecutorial or administrative powers or functions of, or pertaining to, government; (c) any court, tribunal, commission, individual, arbitrator, arbitration panel or other body having adjudicative, regulatory, judicial, quasijudicial, administrative or similar functions; and (d) any other body or entity created under the authority of or otherwise subject to the jurisdiction of any of the foregoing, including any stock or other securities exchange.

“Initial Subscription” has the meaning set out in Recital C.

“Law” means, with respect to a Person, property, transaction, event or other matter: (a) any foreign or domestic constitution, treaty, law, statute, regulation, code, ordinance, principle of common law, civil law or equity, rule, municipal by-law, Order or other requirement having the force of law; (b) any policy, practice, protocol, standard or guideline of any Governmental Authority that, although not necessarily having the force of law, is regarded by the Governmental Authority as requiring compliance as if it had the force of law, in each case relating or applicable to the Person, property, transaction, event or other matter and also includes, where appropriate, any interpretation of Law (or any part thereof) by a Person having jurisdiction over it, or charged with its administration or interpretation.

“Legal Proceeding” means any litigation, action, application, suit, investigation, hearing, claim, complaint, grievance, civil, administrative, regulatory or criminal, arbitration proceeding or other similar proceeding before or by a Governmental Authority, and includes any appeal or review thereof and any application for leave for appeal or review.

“LOMI” means Life of Mine Investments Inc.

“LOMI Subscription” has the meaning set out in Recital G.

“Majority of the Minority Approval” has the meaning set out in Recital J.

“MI 61-101” has the meaning set out in Recital J .

“New Board” has the meaning set out in Recital I.

“New Management” has the meaning set out in Recital I.

“Offering” has the meaning set out in Recital D.

“Order” means any order, directive, judgment, decree, injunction, decision, ruling, award or writ of a Governmental Authority.

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“Party” means a party to this Agreement and any reference to a Party includes its successors and permitted assigns and “Parties” means every Party.

“Person” means any person, including an individual, a corporation, a partnership, a trust, an unincorporated organization and the executors, administrators or other legal representatives of an individual in such capacity.

“Pre-Meeting Board” has the meaning set out in Recital H.

“Regulatory Approval” means any approval, consent, ruling, authorization, notice, permit, waiver or acknowledgement that may be required from any Governmental Authority (a) in connection with the Transactions, or (b) that is otherwise necessary to permit the Parties to perform their obligations under this Agreement.

“Shareholder Meeting” has the meaning set out in Recital K.

“Subscription Agreement” means the subscription agreement to be entered into with the Corporation by LOMI and its associated parties in connection with the LOMI Subscription substantially in the form of the subscription agreement entered into between the Corporation and LOMI in connection with the Initial Subscription and which will incorporate by reference the representations, warranties and indemnities contained in the underwriting agreement to be entered into between the Corporation and the Underwriters in connection with the Offering.

“Threatened” when used in relation to a Legal Proceeding or other matter, means that a demand or statement in writing has been made, or a notice in writing has been given, that a Legal Proceeding or other matter is to be asserted, commenced, taken or otherwise pursued in the future.

“Transactions” means all the transactions contemplated in this Agreement, including the LOMI Subscription, the Change of Name, the Change of Head Office and the Change of Management.

“Underwriters” has the meaning set out in Recital D.

“Underwriters’ Option” has the meaning set out in Recital D.

“Units” has the meaning set out in Recital D.

“Warrant” has the meaning set out in Recital E.

• 1.2 Currency. Except as otherwise expressly provided in this Agreement, all dollar amounts referred to in this Agreement are stated in Canadian dollars.

• 1.3 Gender and Number. Unless the context requires otherwise, words in one gender include all genders and words in the singular include the plural and vice versa.

• 1.4 Headings and Table of Contents. The inclusion of headings of Articles and Sections and the provision of a table of contents are for convenience of reference only and are not intended to be full or precise descriptions of the text to which they refer.

• 1.5 Section References. Unless the context requires otherwise, references to Articles or Sections are to Articles or Sections of this Agreement.

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• 1.6 Words of Inclusion. Whenever the words “include”, “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation” and the words following “include”, “includes” or “including” do not set forth an exhaustive list.

• 1.7 Statute References. Unless otherwise indicated, all references to any statute include its regulations, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference in this Agreement to a particular provision refers to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies, to the extent such guidelines, bulletins or policies have force of law.

• 1.8 Document References . All references to any agreement (including this Agreement), document or instrument mean such agreement, document or instrument as amended, supplemented, modified, varied, restated or replaced from time to time in accordance with its terms and, unless otherwise specified, includes all schedules and exhibits.

ARTICLE 2 CHANGE OF MANAGEMENT AND SHAREHOLDER MEETING

• 2.1 Change of Management. Concurrently with the closing of the Offering, the Corporation shall cause: (a) the Change of Management to occur in accordance with the BCBCA and Exchange policy, and (b) all current directors of the Corporation to resign, while at all times maintaining a quorum of directors in order to allow for the staggered appointment of the Pre-Meeting Board.

As soon as practicable upon the closing of the Offering:

• (1) the Corporation shall change its name to G Mining Ventures Corp., or such other name as may be acceptable to the BC Registrar of Companies, the Exchange and LOMI;

• (2) the Corporation shall move its head office to Quebec;

• (3) the Pre-Meeting Board shall appoint the New Management in replacement of the Corporation’s existing management; and

• (4) the Corporation shall enter into a master service agreement with G Mining Services Inc. under commercially reasonable terms.

• 2.2 LOMI Subscription. Before the closing of the Offering, the parties to the LOMI Subscription shall each fully complete and sign a Subscription Agreement with, and deliver it to, the Corporation and deposit in escrow with counsel to the Corporation the subscription price for the LOMI Subscription. The parties to the LOMI Subscription shall enter into an escrow agreement with counsel to the Corporation under which the subscription price for the LOMI Subscription will be released to the Corporation against delivery of the subscribed securities following the receipt of the Majority of the Minority Approval. This escrow release will be subject to the Pre-Meeting Board having been put in place by the time of the release.

• 2.3 Circular. In advance of the Shareholder Meeting, the Corporation shall complete a management information circular (the “ Circular ”) together with any other documents required by applicable corporate and securities Law providing for the election of the New Board and in order for the Majority of the Minority Approval to be obtained and for the Board Increase to be approved at the Shareholder Meeting, and, as promptly as reasonably practicable thereafter, the Corporation shall cause the Circular and other required documentation to be sent to each

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of its shareholders and filed as required by applicable corporate and securities Law. The Corporation shall give LOMI and its legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents and shall give reasonable consideration to any comments made by LOMI and its counsel on the Circular. All information relating solely to LOMI in the Circular must be in form and content satisfactory to LOMI, acting reasonably.

• 2.4 Written Consent. As soon as practicable following the entering into of this Agreement, the Corporation shall prepare a disclosure document (the “ Disclosure ”) in a form acceptable to the Exchange. The Disclosure will be sent to the Corporation’s shareholders and the Corporation shall solicit its shareholders to obtain written consent of 50% + 1 of its disinterested shareholders (excluding LOMI and related persons) to the Change of Management (the “ Consent ”) in accordance with Exchange policies such that the Change of Management and Pre-Meeting Board is approved by such shareholders from an Exchange perspective prior to the closing of the Offering and the Change of Management is effected concurrently with the closing of the Offering. The Corporation shall give LOMI and its legal counsel a reasonable opportunity to review and comment on drafts of the Disclosure and other related documents and shall give reasonable consideration to any comments made by LOMI and its counsel on the Disclosure. All information relating solely to LOMI in the Disclosure must be in form and content satisfactory to LOMI, acting reasonably.

• 2.5 Shareholder Meeting. The Corporation shall convene and conduct the Shareholder Meeting on December 15, 2020, and shall not adjourn, postpone or cancel, or propose the adjournment, postponement or cancellation of, the Shareholder Meeting without the prior written consent of LOMI. The Corporation shall solicit its shareholders to obtain the Majority of the Minority Approval and approval of the Board Increase at the Shareholder Meeting, the whole in accordance with the Corporation’s constating documents and applicable corporate and securities Law. The Corporation shall promptly advise LOMI of any written communication from or claims brought by (or Threatened to be brought by) any Person (including any Governmental Authority) in opposition to the Majority of the Minority Approval or the Board Increase, and the Corporation shall give LOMI and its legal counsel a reasonable opportunity to review and comment on any proposed response(s) of the Corporation to such communications or claims (and shall give reasonable consideration to any comments made by LOMI and its counsel in such regard).

• 2.6 Incentive Plans. The Corporation shall give LOMI and its counsel an opportunity to review the Corporation’s equity incentive plans and propose changes thereto and any additional compensation plans that require shareholder approval, which proposed changes and additional compensation plans shall be included in the Circular and submitted to the shareholders of the Corporation for approval at the Shareholder Meeting in accordance with applicable corporate and securities Law; provided that such initiatives shall not result in any delays of the Shareholder Meeting beyond December 15, 2020.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

• 3.1 Representations and Warranties of LOMI. LOMI represents and warrants to the Corporation as follows:

• (1) Incorporation and Corporate Power. LOMI is a corporation incorporated, organized and subsisting under the Laws of the jurisdiction of its incorporation. LOMI has the corporate power, authority and capacity to sign and deliver this Agreement and to perform its obligations under this Agreement.

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• (2) Authorization. The signing and delivery of this Agreement and the completion of the LOMI Subscription have been duly authorized by all necessary corporate action on the part of LOMI.

• (3) Enforceability of Obligations. This Agreement constitutes valid and binding obligations of LOMI, enforceable against it in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies, such as specific performance and injunction. There is no Legal Proceeding in progress, pending, or, to the knowledge of LOMI, Threatened against or affecting LOMI, and there is no Order outstanding against or affecting LOMI that, in any such case, affects adversely the ability of LOMI to enter into this Agreement or to perform its obligations under this Agreement.

• (4) Regulatory Approvals and Consents. No Regulatory Approval or filing with, notice to, or waiver from any Governmental Authority, and no consent, approval or waiver of a Person under any contract to which LOMI is a party, is required to be obtained or made by LOMI in connection with the signing and delivery of, and performance by, LOMI of its obligations under this Agreement or the completion of the Transactions.

• 3.2 Representations and Warranties of the Corporation. The Corporation represents and warrants to LOMI as follows:

• (1) Incorporation and Corporate Power. The Corporation is a corporation incorporated, organized and subsisting under the laws of the jurisdiction of its incorporation. The Corporation has the corporate power, authority and capacity to sign and deliver this Agreement and to perform its obligations under this Agreement.

• (2) Authorization. The signing and delivery of this Agreement and the completion of the Transactions have been duly authorized by all necessary corporate action on the part of the Corporation, subject to the Majority of the Minority Approval, receipt of the Consent and approval of the Board Increase by the shareholders of the Corporation.

• (3) Enforceability of Obligations. This Agreement has been signed and delivered by the Corporation and constitutes valid and binding obligations of the Corporation, enforceable against it in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction. There is no Legal Proceeding in progress, pending, or, to the knowledge of the Corporation, Threatened against or affecting the Corporation, and there is no Order outstanding against or affecting the Corporation that, in any such case, affects adversely the ability of the Corporation to enter into this Agreement or to perform its obligations under this Agreement.

• (4) Regulatory Approvals and Consents. Other than the Majority of the Minority Approval, receipt of the Consent for the purposes of obtaining Exchange approval of the Change of Management and approval of the Board Increase by the shareholders of the Corporation as well as receipt of the conditional and final approvals of the Exchange in connection with the Offering and the LOMI Subscription, no Regulatory Approval or filing with, notice to, or waiver from any Governmental Authority, and no consent, approval or waiver of a Person under any contract to which the Corporation is a party is required to be obtained or made by the Corporation in connection with the signing

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and delivery of, and performance by, the Corporation of its obligations under this Agreement or the completion of the Transactions.

• (5) No Adverse Effect. The Change of Name, the Change of Head Office, the Board Increase, the Change of Management, the Offering and the closing of the LOMI Subscription will not have an adverse effect on the Corporation. Without limitation, the Change of Name, the Change of Head Office, the Board Increase, the Change of Management, the Offering and the LOMI Subscription will not result in or accelerate any default under, termination of, loss of rights under, or requirement to make any payment under any contract or other undertaking or understanding to which the Corporation is a party.

ARTICLE 4 GENERAL

• 4.1 Expenses. Each Party shall bear all costs and expenses incurred by it in connection with the negotiation, preparation, signing, delivery and performance of this Agreement and the Transactions (including the fees and disbursements of legal counsel, bankers, investment bankers, accountants, brokers and other advisers).

4.2 Notices.

• (1) Mode of Giving Notice. Any notice, direction, certificate, consent, determination or other communication required or permitted to be given or made under this Agreement shall be in writing and shall be effectively given and made if (i) delivered personally, (ii) sent by prepaid courier service or mail, or (iii) sent by e-mail or other similar means of electronic communication, in each case to the applicable address set out below:

if to the Corporation, to:

Kanadario Gold Inc. 200 Burrard Street, Suite 1680 Vancouver, BC, V6C 3L6

Attention: Dominic Verdejo E-mail address: dom@rsdcapital.com

with a copy (which does not constitute notice) to:

Miller Thomson LLP 400- 725 Granville Street Vancouver, BC, V7Y 1G5

Attention: Rory Godinho E-mail address: rgodinho@millerthomson.com

if to LOMI, to:

Life of Mine Investments Inc. D200-7900 Boulevard Taschereau

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Brossard, QC, J4X 1C2

Attention: Louis-Pierre Gignac E-mail address: LP.Gignac@gmining.com

with a copy (which does not constitute notice) to:

Blake, Cassels & Graydon LLP 1 Place Ville Marie, Suite 3000 Montreal, QC, H3B 4N8

Attention: Howard Levine E-mail address: howard.levine@blakes.com

• (2) Deemed Delivery of Notice. Any such communication so given or made will be deemed to have been given or made and to have been received on the day of delivery if delivered, or on the day of e-mailing or sending by other means of recorded electronic communication, provided that such day is a Business Day and the communication is so delivered e-mailed or sent before 4:30 p.m. on such day. Otherwise, such communication will be deemed to have been given and made and to have been received on the next following Business Day. Any such communication given or made in any other manner will be deemed to have been given or made and to have been received only upon actual receipt.

• (3) Change of Address. Any Party may from time to time change its address under this Section 4.2 by notice to the other Party given in the manner provided by this Section 4.2.

• 4.3 Default. Time is of the essence of this Agreement. A Party will be in default of performing an obligation under this Agreement by the mere lapse of time for performing it.

• 4.4 Further Assurances. Each Party shall from time to time promptly sign and deliver or cause to be signed and delivered all such further documents and instruments and shall do or cause to be done all such further acts and things in connection with this Agreement that the other Party may reasonably require as being necessary or desirable in order to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

• 4.5 Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. There are no conditions, representations, warranties, obligations or other agreements between the Parties in connection with the subject matter of this Agreement (whether oral or written, express or implied, statutory or otherwise) except as explicitly set out in this Agreement.

• 4.6 Amendment. No amendment of this Agreement will be effective unless made in writing and signed by the Parties.

• 4.7 Waiver. A waiver of any default, breach or non-compliance under this Agreement will not be effective unless in writing and signed by the Party to be bound by the waiver, and then only in the specific instance and for the specific purpose for which it has been given. No waiver will be inferred from or implied by any failure to act or delay in acting by a Party in respect of any default, breach or non-observance or by anything done or omitted to be done by the other Party. The waiver by a Party of any default, breach or non-compliance under this Agreement

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will not operate as a waiver of that Party’s rights under this Agreement in respect of any continuing or subsequent default, breach or non-observance (whether of the same or any other nature).

• 4.8 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and will be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

• 4.9 Remedies Cumulative. The rights, remedies, powers and privileges provided to a Party under this Agreement are cumulative and in addition to and not exclusive of or in substitution for any rights, remedies, powers and privileges otherwise available to that Party.

• 4.10 Governing Law; Judicial District. This Agreement will be governed by the laws of the Province of Quebec and the laws of Canada applicable therein and this Agreement. Any litigation regarding the application or the interpretation of this Agreement shall exclusively be brought before the courts of the judicial district of Montreal.

• 4.11 Successors and Assigns; Assignment. This Agreement will enure to the benefit of, and be binding on, the Parties and their respective successors and permitted assigns. No Party may assign or transfer, whether absolutely, by way of security or otherwise, all or any part of its respective rights or obligations under this Agreement without the prior written consent of the other Party.

• 4.12 Third Party Beneficiaries. This Agreement is for the sole benefit of the Parties, and nothing in this Agreement, express or implied, is intended to or will confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

• 4.13 Counterparts. This Agreement may be signed in counterparts, each of which will be deemed to be an original and both of which taken together will be deemed to constitute one and the same instrument. To evidence its signing of an original counterpart of this Agreement, a Party may send a copy of its original signature on the signature page to the other Party by e-mail in PDF format or by other electronic transmission and such transmission will constitute delivery of a signed copy of this Agreement to the receiving Party.

[Signature page follows]

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The Parties have signed this Agreement on the date first above written.

KANADARIO GOLD INC.

By: “Dominic Verdejo” Name: Dominic Verdejo Title: CEO

LIFE OF MINE INVESTMENTS INC.

By: “Louis-Pierre Gignac” Name: Louis-Pierre Gignac Title: President

[Signature Page – Change of Management Agreement]