Goldsky Resources — M&A Activity 2025

Mar 19, 2025

VOTING AND SUPPORT AGREEMENT

THIS AGREEMENT is made as of December 12, 2023.

BETWEEN:

ADAM CEGIELSKI
(the "Securityholder")
– and –
BARSELE MINERALS CORP., a corporation existing under the laws of the Province of British Columbia
(the "Purchaser")

WHEREAS:

A. The Purchaser and Gold Line Resources Ltd. (the "Company") have entered into an arrangement agreement (the "Arrangement Agreement") concurrently with the entering into of this Agreement and propose, subject to the terms and conditions of the Arrangement Agreement, to consummate an arrangement as set forth in the plan of arrangement attached to the Arrangement Agreement (the "Arrangement").

B. Subject to the terms and conditions of the Arrangement Agreement, the Purchaser has agreed to acquire, by way of the Arrangement, all of the issued and outstanding common shares in the capital of the Company (the "Common Shares") in exchange for 829,860 of a common share in the capital of the Purchaser per Common Share.

C. The Securityholder is the registered and/or beneficial owner of and/or otherwise has control or direction over that number of securities of the Company set forth on the Securityholder's signature page attached to this Agreement.

D. The Securityholder acknowledges that the Purchaser would not enter into the Arrangement Agreement but for the execution and delivery of this Agreement by the Securityholder.

NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE 1
INTERPRETATION

Section 1.1 Definitions

(1) All terms used in this Agreement that are not defined herein and that are defined in the Arrangement Agreement shall have the respective meanings ascribed to them in the Arrangement Agreement.

(2) For the purposes of this Agreement, "Subject Securities" means, with reference to the Securityholder, that number of Common Shares set forth on the Securityholder's signature page attached to this Agreement, being: (a) all of the Common Shares owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly; (b) any Warrants

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as set forth on the Securityholder's signature page attached to this Agreement, if any, being all of the Warrants owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly; (c) Common Shares issued upon the exercise by the Securityholder of any securities convertible into or exercisable for Common Shares; and (d) securities of the Company otherwise acquired by the Securityholder after the date hereof.

ARTICLE 2

COVENANTS

Section 2.1 General Covenants of the Securityholder

(1) The Securityholder hereby covenants and agrees in favour of the Purchaser that, from the date hereof until the termination of this Agreement in accordance with Article 4, except as permitted by this Agreement:

(a) at any meeting of any securityholders of the Company, including the Company Meeting, called to vote upon the Arrangement or any other transactions contemplated by the Arrangement Agreement or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Arrangement or any other transactions contemplated by the Arrangement Agreement is sought, the Securityholder shall cause its Subject Securities having voting rights in respect of such matter to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities having voting rights in respect of such matter in favour of the approval of the Arrangement and any other transactions contemplated by the Arrangement Agreement and any other matter necessary for the consummation thereof, and provide its consent or other approval in respect thereof (as applicable);

(b) at any meeting of any securityholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought (including by written consent in lieu of a meeting), the Securityholder shall cause its Subject Securities having voting rights at such meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities having voting rights at such meeting against any Acquisition Proposal or a proposed action in furtherance of an Acquisition Proposal and/or any matter that could reasonably be expected to delay, prevent, impede or frustrate the Company Meeting or the successful completion of the Arrangement and each of the transactions contemplated by the Arrangement Agreement;

(c) the Securityholder agrees not to directly or indirectly: (i) sell, transfer, assign, tender, exchange, grant a participation interest in, gift, option, pledge, hypothecate, grant a security interest in, place in trust or otherwise convey, dispose or encumber (including by way of tendering to a take-over bid) (each, a "Transfer"), or enter into any agreement, understanding, option or other arrangement with respect to the Transfer of, any of its Subject Securities to any person, other than pursuant to the Arrangement Agreement or this Agreement; (ii) grant any proxies or power of attorney, deposit any of its Subject Securities into any voting trust or enter into any voting arrangement, whether formal or informal or by proxy, voting agreement or otherwise, with respect to its Subject Securities, other than pursuant to this Agreement; (iii) otherwise enter into any agreement or arrangement with any

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person or entity or knowingly commit any act that would reasonably be expected to limit, restrict or affect the Securityholder's legal power, authority, or right to vote any of its Subject Securities or otherwise prevent or prohibit the Securityholder from performing any of its obligations under this Agreement (it being understood that the foregoing shall not apply to the extent that any of the votes case by the Securityholder are excluded to the extent required pursuant to applicable securities or corporate law or any order of the Court in connection with the Arrangement); or (iv) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution; provided, however, that the foregoing restrictions shall not prevent the Securityholder from (x) exercising or converting its Subject Securities in accordance with their terms or the Arrangement Agreement, or (y) transferring its Subject Securities to one or more corporations, family trusts, registered retirement savings plan accounts or other entity directly or indirectly owned or controlled by, or under common control with, the Securityholder, provided that (1) any such transfer will not relieve the Securityholder of or from his, her or its obligations under this Agreement, (2) prompt written notice of such transfer is provided to the Purchaser; and (3) the transferee continues to be an entity or corporation directly or indirectly owned and controlled by the Securityholder at all times and such transferee agrees to be bound by the terms of this Agreement.

(d) subject to Section 5.2, the Securityholder shall not take any other action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of the transactions contemplated by the Arrangement Agreement;

(e) subject to Section 5.2, the Securityholder shall not, directly or indirectly, through any representative, agent or otherwise:

(i) knowingly solicit, assist, initiate, encourage or otherwise knowingly facilitate any inquiry, proposal or offer that constitutes or that it believes would reasonably be expected to constitute or lead to, an Acquisition Proposal;

(ii) enter into or otherwise engage or participate in any substantive discussions or negotiations with any person (other than the Purchaser and its affiliates) regarding any inquiry, proposal or offer that constitutes or that it believes would reasonably be expected to constitute or lead to, an Acquisition Proposal;

(iii) publicly propose or state an intention to withdraw, amend, modify or qualify the Securityholder's support, of the transactions contemplated by the Arrangement Agreement;

(iv) propose publicly to accept, approve, endorse or recommend, any Acquisition Proposal; or

(v) accept or enter into, or propose publicly to accept or enter into, any agreement, understanding or arrangements in respect of an Acquisition Proposal; and

(f) the Securityholder shall not exercise any Dissent Rights or similar rights in respect of any resolution approving the Arrangement and shall not exercise any other

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securityholder rights or remedies available at common law or pursuant to applicable corporate law or other legislation with respect thereto.

(2) The Securityholder hereby covenants and agrees in favour of the Purchaser that: (a) no later than five (5) Business Days prior to the date of any meeting of any securityholders of the Company to consider the Arrangement, including the Company Meeting, the Securityholder shall duly complete and cause forms of proxy or voting instruction forms, as applicable, in respect of all the Subject Securities having voting rights in respect of the Arrangement to be validly delivered to the Company (or as otherwise directed on such forms prepared by the Company and with a copy to the Purchaser) to cause the Subject Securities to be voted in favour of the approval of the Arrangement and any other matter necessary for the consummation of the Arrangement; and (b) such forms of proxy or voting instruction forms, as applicable, shall not be revoked or withdrawn, unless the prior written consent from the Purchaser has been obtained or this Agreement is terminated in accordance with its terms.

Section 2.2 Co-operation/Alternative Transaction

If the Purchaser concludes after the date of this Agreement, acting reasonably, that it is necessary or desirable to proceed with a form of transaction other than the Arrangement (including, without limitation, a take-over bid) whereby the Purchaser and/or its affiliates would effectively acquire all the Securityholder's Common Shares for consideration of at least 829,860 of a Purchaser Share per Common Share and otherwise on economic terms and other terms and conditions (including tax treatment) having consequences to Company and the Securityholder that are substantially equivalent to or better than those contemplated by the Arrangement Agreement (any such transaction is referred to as an "Alternative Transaction Conditions"), the Securityholder agrees to support the completion of the Alternative Transaction in the same manner as this Agreement provides with respect to the Arrangement, including, in the case of a take-over bid, by causing all of the Securityholder's Subject Securities, as applicable, to be validly tendered in acceptance of such take-over bid together with the letter of transmittal and, if applicable, notice of guaranteed delivery, and any other documents required in accordance with such take-over bid, and will not withdraw the Securityholder's Subject Securities from such take-over bid except as expressly otherwise provided in this Agreement.

Section 2.3 Covenants of the Purchaser

The Purchaser hereby agrees to comply with its obligations under the Arrangement Agreement. The Purchaser hereby agrees and confirms to the Securityholder that it shall use its commercially reasonable efforts to complete the Arrangement and the other transactions contemplated by the Arrangement Agreement and cause the Consideration Shares to be made available to pay for the Subject Securities in accordance with and subject to the terms and conditions of the Arrangement Agreement and the Plan of Arrangement.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations and Warranties of the Securityholder

The Securityholder hereby represents and warrants to and covenants with the Purchaser as follows, and acknowledges that the Purchaser is relying upon such representations, warranties and covenants in entering into this Agreement and the Arrangement Agreement:

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(1) Incorporation; Capacity; Authorization. Where the Securityholder is a corporation or other entity, it is a corporation or other entity duly incorporated, amalgamated or organized, as applicable, and validly existing under the laws of the jurisdiction of its incorporation, organization or formation, as applicable, and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder. Where the Securityholder is an individual, he or she has the requisite power, authority and capacity and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder.

(2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement of the Securityholder enforceable against the Securityholder 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.

(3) Ownership of Shares and Other Securities. The Securityholder is the sole registered and/or beneficial owner of its Subject Securities. As of the date hereof, other than the Subject Securities set forth on the Securityholder's signature page attached to this Agreement, the Securityholder does not own or have any interest in any securities of the Company and the Securityholder has no agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing the right to acquire, securities of the Company or any rights or privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company or any interest therein. The Securityholder is and will be immediately prior to the Effective Time, subject to Section 2.1(c), the registered and/or beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of any and all Liens.

(4) Non-Contravention. The execution, delivery and performance by the Securityholder of its obligations under this Agreement and the consummation by the Securityholder of the transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

(a) contravene, conflict with, or result in a violation or breach of Law;

(b) allow any person to exercise any rights, require any consent or other action by any person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Securityholder is entitled (including by triggering any rights of first refusal or first offer or other restriction or limitation) which, in any case, would be reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement, under (i) the certificate of incorporation, articles, by-laws or any other constating documents of the Securityholder, as applicable, or (ii) any Contract or other instrument, indenture, deed of trust, mortgage, bond or any authorization to which the Securityholder is a party or by which the Securityholder or any of its properties or assets may be bound;

(c) result in the creation or imposition of any Lien on the Subject Securities; or

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(d) require on the part of the Securityholder any authorization or other action by or in respect of, or filing with, or notification to, any Governmental Authority, other than filings under applicable securities Laws.

(5) No Proceedings. There are no claims, actions, suits, arbitrations, inquiries, investigations or proceedings pending, or, to the knowledge of the Securityholder, threatened against or relating to the Securityholder by or before any Governmental Authority that, would be reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement. The Securityholder is not subject to any outstanding judgment, order, writ, injunction or decree that would be reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to perform its obligations under this Agreement.

(6) No Agreements. No Person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities, or any interest therein or right thereto, except pursuant to this Agreement or the Arrangement Agreement.

(7) Voting and Sale. The Securityholder has the sole and exclusive right to enter into this Agreement and to vote (or cause to vote) the Subject Securities as contemplated herein and will have the right to vote (or cause to vote) all Subject Securities hereafter acquired by it, if any. Except as contemplated by this Agreement, none of the Subject Securities is or will be subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the right to vote, to call meetings of securityholders or to give consents or approvals of any kind. The Securityholder has the right to sell (or cause to be sold) all of its Subject Securities now held, and will have the right to sell (or cause to be sold) all Common Shares hereafter acquired by it.

Section 3.2 Representations and Warranties of the Purchaser

The Purchaser hereby represents and warrants to and covenants with the Securityholder as follows, and acknowledges that the Securityholder is relying upon such representations, warranties and covenants in entering into this Agreement:

(1) Incorporation; Authorization. The Purchaser is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder.

(2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding agreement of the Purchaser 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.

(3) Non-Contravention. The execution, delivery and performance by the Purchaser of its obligations under this Agreement and the consummation by the Purchaser of the transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

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(a) subject to compliance with any approval or Laws contemplated by the Arrangement Agreement, contravene, conflict with, or result in a violation or breach of Law;

(b) allow any person to exercise any rights, require any consent or other action by any person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Purchaser is entitled (including by triggering any rights of first refusal or first offer or other restriction or limitation), under (i) the certificate of incorporation, notice of articles, articles, or any other constating documents of the Purchaser, or (ii) any Material Contract or other instrument, indenture, deed of trust, mortgage, bond or any authorization to which the Purchaser is a party or by which the Purchaser or any of its properties or assets may be bound; or

(c) require on the part of the Purchaser any authorization or other action by or in respect of, or filing with, or notification to, any Governmental Authority, other than filings under applicable securities Laws.

(4) No Proceedings. There are no claims, actions, suits, arbitrations, inquiries, investigations or proceedings pending, or, to the knowledge of the Purchaser, threatened against or relating to the Purchaser by or before any Governmental Authority that, would be reasonably expected to have, individually or in the aggregate, an adverse effect on the Purchaser's ability to perform its obligations under this Agreement. The Purchaser is not subject to any outstanding judgment, order, writ, injunction or decree that would be reasonably expected to have, individually or in the aggregate, an adverse effect on the Purchaser's ability to perform its obligations under this Agreement.

ARTICLE 4
TERMINATION

Section 4.1 Termination

(1) This Agreement may be terminated:

(a) at any time by a written instrument executed by each of the Purchaser and the Securityholder;

(b) by the Purchaser if: (i) any of the representations and warranties of the Securityholder in this Agreement shall not be true and correct in all material respects and are not promptly remedied after notice to do so; or (ii) the Securityholder shall not have complied with its covenants to the Purchaser contained in this Agreement in all material respects and has not remedied same after reasonable notice to do so; or

(c) by the Securityholder if: (i) any of the representations and warranties of the Purchaser in this Agreement shall not be true and correct in all material respects and are not promptly remedied after notice to do so; (ii) the Purchaser shall not have complied with its covenants to the Securityholder contained in this Agreement in all material respects and has not remedied same after reasonable notice to do so.

(2) This Agreement shall automatically terminate and be of no further force or effect on the earlier of:

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(a) the Effective Time;
(b) the date on which the Arrangement Agreement terminates or is terminated in accordance with its terms; and
(c) without the prior written consent of the Securityholder, the date, if any, upon which (i) the Arrangement Agreement is amended in any manner to provide for less consideration than is provided for at the date of this Agreement or (ii) the form of consideration is changed (other than to add consideration).

(3) If this Agreement is terminated in accordance with this Article 4, the provisions of this Agreement will become void and no party shall have liability to any other party, except in respect of a breach of this Agreement which occurred prior to such termination, and the Securityholder shall be entitled to withdraw any form of proxy, voting instruction form or power of attorney which the Securityholder may have given with respect to the Subject Securities or, if applicable, to withdraw any deposited Subject Securities to any take-over bid.

ARTICLE 5

GENERAL

Section 5.1 Further Assurances

Each of the Securityholder and Purchaser will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require and at the requesting party's cost to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

Section 5.2 Fiduciary Duty

Notwithstanding anything to the contrary herein, nothing herein shall restrict or limit any director or officer of the Company from taking any action in the discharge of his or her fiduciary duty as a director or officer of the Company or that is otherwise permitted by, and done in compliance with, the terms of the Arrangement Agreement. The Purchaser further hereby agrees that the Securityholder is not making any agreement or understanding herein in any capacity other than in the capacity as beneficial owner of the Subject Securities.

Section 5.3 Disclosure

(1) Each of the Securityholder and the Purchaser hereby consent to the disclosure of the substance of this Agreement in any press release relating to the Arrangement or any circular relating to the Company Meeting and the filing of this Agreement with any securities authority if required under Securities Laws.
(2) Except as set forth above or as required by applicable Laws or regulations or by any Governmental Authority or in accordance with the requirements of any stock exchange, the Securityholder shall not make any public announcement or statement with respect to this Agreement or the Arrangement without the approval of the Purchaser, which shall not be unreasonably withheld, conditioned or delayed. The Securityholder agrees to consult with the Purchaser prior to issuing each public announcement or statement with respect to this Agreement or the Arrangement, subject to the overriding obligations of Laws.

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Section 5.4 Time of the Essence

Time is of the essence in this Agreement.

Section 5.5 Governing Law

This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each party irrevocably attorns and submits to the non-exclusive jurisdiction of the courts of the Province of British Columbia situated in the City of Vancouver and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

Section 5.6 Entire Agreement

This Agreement, including the schedules hereto and the provisions of the Arrangement Agreement incorporated herein by reference, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties.

Section 5.7 Amendments

This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by all of the parties hereto.

Section 5.8 Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

Section 5.9 Assignment

Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any party without the prior written consent of the other parties, provided that the Purchaser may assign all or part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, any of its affiliates, provided that if such assignment and/or assumption takes place, the Purchaser shall continue to be liable joint and severally with such affiliate, as the case may be, for all of its obligations hereunder

Section 5.10 Notices

Any notice, or other communication given regarding the matters contemplated by this Agreement must be in writing and sent by email and addressed:

(a) to the Purchaser at:

Barsele Minerals Corp.
1055 W Hastings St.
Suite 300

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Vancouver, BC V6E 2E9

Attention: Gary Cope
Email:

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

Stikeman Elliott LLP
Suite 1700, Park Place
666 Burrard Street
Vancouver, BC V6X 2X8

Attention: Victor Gerchikov
Email:

(b) to the Securityholder at the address or email set forth under the Securityholder's signature to this Agreement.

Any notice or other communication is deemed to be given and received on the date on which it was delivered or transmitted if it is a Business Day and the delivery or transmission was made prior to 4:00 p.m. (local time in place of receipt) or otherwise on the next Business Day. Sending a copy of a notice or other communication to a party's legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that party. The failure to send a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a party.

Section 5.11 Injunctive Relief

The Securityholder agrees that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed by it in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Purchaser shall be entitled to injunctive and other equitable relief to prevent breaches or threatened breaches of this Agreement, and to enforce compliance with the terms of this Agreement without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which the Purchaser may be entitled at law or in equity.

Section 5.12 Expenses

Each of the parties shall pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.

Section 5.13 Independent Legal Advice

The Securityholder hereby acknowledges that it has been afforded with the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that it has either done so or waived its right to do so in connection with the entering into of this Agreement.

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Section 5.14 Counterparts

This Agreement may be executed in one or more counterparts (including PDF) which together shall be deemed to constitute one valid and binding agreement, and delivery of the counterparts may be effected by means of email.

[Signature page follows]

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IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

BARSELE MINERALS CORP.

By: (signed) "Gary Cope"
Name: Gary Cope
Title: President, CEO and Director

Voting and Support Agreement

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Adam Cegielski
(Print Name of Securityholder)

(signed) "Adam Cegielski"
(Signature of Securityholder)

Address of Securityholder:

Email:

Number of Common Shares Held:	1,124,167
Number of Warrants Held:	508,334

Gold Line Shareholder – Voting and Support Agreement