Gold Mountain Mining Corp. — Capital/Financing Update 2021

Dec 9, 2021

UNDERTAKING

TO: Autorité des marchés financiers
FROM: Gold Mountain Mining Corp. (the “Company”)
RE: Short form base shelf prospectus filed on December 8, 2021 (the “Prospectus”) relating
to the issue and sale from time to time of $50,000,000 Common Shares, Warrants,
Subscription Receipts, Debt Securities and/or Units (collectively, the “Securities”)
In connection with the filing by the Company of the Prospectus, the Company hereby undertakes not to
distribute Securities in Canada by way of an “at-the-market distribution” (as contemplated in Part 9 of
National Instrument 44-102) (“ATM”) under the Prospectus unless the Company has filed an amendment
to the Prospectus adding Québec as a jurisdiction in which the Securities will be distributed or otherwise
obtained exemptive relief therefrom.

DATED as of December 8, 2021.

GOLD MOUNTAIN MINING CORP.

By: “Kevin Smith” Kevin Smith Chief Executive Officer