Hi-View Resources Inc. — M&A Activity 2026

Jan 26, 2026

THIS MINERAL PROPERTY PURCHASE AND SALE AGREEMENT is made as of October 6, 2025 (the "Effective Date").

AMONG:

Sebastien Latour, an individual residing at Redacted

(the "Vendor")

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Hi-View Resources Inc., a corporation existing under the laws of British Columbia with an office at 422 Richards Street, Suite 170, Vancouver, BC V6B 2Z4 ("Hi-View");

(the "Purchaser")

WHEREAS, the Vendor is the registered and beneficial owners of a 100% right, title and interest in and to the mineral claims applications listed in Schedule “A” hereto (the “Property”); and

NOW THEREFORE, in consideration of the mutual covenants, conditions and premises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties do hereby covenant and agree as follows:

1. DEFINITIONS

1.1 Definitions

In this Agreement:

"Agreement", "this Agreement", "herein", "hereby", "hereof", "hereunder" and similar expressions shall mean or refer to this Agreement, and includes all Schedules.

"Article" or "Section" followed by a number, means and refers to the specified Article or Section.

"Affiliate" means any Person, partnership, joint venture, corporation or other form of enterprise which directly or indirectly controls, is controlled by or is under common control with, a Party.

"Agents" means consultants (including Qualified Persons and financial advisors), servants, employees, agents, workmen, contractors or subcontractors of a Party.

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"Business Day" means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the Province of British Columbia or is a day on which banking institutions located in such jurisdiction are authorized or required by law or other governmental action to close.

"control" means possession, directly or indirectly, of the power to direct or cause direction of management and policies through ownership of voting shares, interests, or securities, or by contract, voting trust, or otherwise. This definition of control shall be incorporated into such terms as "controlled" and "controlling".

"Encumbrances" means any and all mortgages, pledges, security interests, liens, charges, encumbrances, contractual obligations and claims, rights, title or interests of others, whether recorded or unrecorded or registered or unregistered.

"Environmental Laws" means Laws aimed at reclamation or restoration of the Property, prevention or abatement of pollution; protection of the environment (including, without limitation, air, ground, water and groundwater), protection of wildlife, including endangered species, ensuring public safety from environmental hazards, protection of cultural or historic resources; management, storage, control, transport or disposal of hazardous materials and substances; releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or hazardous materials or substances into the environment (including without limitation, ambient air, ground, surface water and groundwater); and all other Laws relating to the ownership, manufacturing, processing, distribution, use, treatment, storage, disposal, handling or transport of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes.

"Environmental Liabilities" means any and all claims, actions, causes of action, damages, losses, liabilities, obligations, penalties, judgments, amounts paid in settlement, assessments, costs, disbursements, or expenses (including, without limitation, lawyer's fees and costs, experts' fees and costs, and consultants' fees) of any kind or of any nature whatsoever that (i) are asserted against either Party by any Person alleging liability or responsibility (including, without limitation, liability or responsibility for: studies, testing or investigatory costs, cleanup costs, response costs, removal costs, remediation costs, containment costs, restoration costs, corrective action costs, closure costs, reclamation costs, natural resource or environmental damage, property damage, business losses, personal injuries or illness or impairment or death, penalties or fines), or (ii) are incurred by either Party, arising out of, based upon or resulting from (A) the presence, release, threatened release, discharge or emission into the environment of any pollutants, contaminants, chemicals or industrial, toxic or hazardous materials or substances on, in, beneath, above or from the Property and/or emanating or migrating and/or threatening to emanate or migrate from the Property (including the surface rights thereof) or any other property into the natural environment or to off-site properties (including without limitation, ambient air, ground, surface water and groundwater); (B) physical disturbance of the natural environment (including without limitation, ambient air, ground, surface water and groundwater); or (C) the violation of or non-compliance with, or the alleged violation of or non-compliance with, any Environmental Laws.

"Fundamental Change" has the meaning set forth in Section 4.2.

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“Governmental Authority” means any federal, provincial, municipal, state or other governmental department, commission, board, bureau, agency or any instrumentality or political subdivision thereof, or any, official or any court, stock exchange or securities commission, having jurisdiction.

“Laws” means applicable laws, statutes, by-laws, rules, regulations, orders, ordinances, codes, guidelines, treaties, restrictions, regulatory policies or guidelines, by-laws (zoning or otherwise), policies, notices, directions, decrees, judgments or awards, of any Governmental Authority having jurisdiction.

“Party” means any of the Vendor or the Purchaser and “Parties” shall mean both of the Vendor and the Purchaser.

“Products” means all ores, minerals and mineral products located on, in or under or produced or derived from the Property and includes all beneficiated and other mineral products produced or derived therefrom.

“Property” has the meaning set forth in the recitals to this Agreement.

“Schedules” has the meaning set forth in Section 2.1.

“Shares” means 50,000 common shares in the capital of the Purchaser as constituted as at the date thereof.

1.3 Currency

All references to currency in this Agreement, including “dollars” and “$”, are in Canadian currency.

1.4 Period of Time/Time of Essence

When calculating the period of time within which or following which any act is to be done or step is to be taken pursuant to this Agreement, the date which is the initial reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next Business Day. Time is of the essence of this Agreement.

1.5 Section Headings

The Article, Section and other headings contained in this Agreement or in the Schedules are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

2. SCHEDULES

2.1 Schedules

The following are the schedules (the “Schedules”) attached to and incorporated in this Agreement by reference and deemed to be a part thereof:

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Schedule “A” Description of Property

In the event of any conflict between the provisions of this Agreement and any Schedule, the terms of this Agreement shall govern.

3. REPRESENTATIONS AND WARRANTIES

3.1 Representation and Warranties of the Parties

Each Party hereby represents and warrants to the other Party as follows and acknowledges that the other Party is relying on such representations and warranties in entering into this Agreement:

(a) It has full power and authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement and to carry out and perform all its obligations and duties hereunder and thereunder.

(b) It has duly obtained all corporate approvals and the authorizations of any Governmental Authority required, except where specifically otherwise herein noted, for the execution, delivery and performance of this Agreement and such execution, delivery and performance and the consummation of the transactions contemplated herein and therein do not conflict with or result in a breach of any covenants or agreements contained in, or constitute a breach of or a default under or result in the creation of any Encumbrance under, the provisions of its constating documents or any shareholders’ or directors’ resolution or any indenture, agreement or other instrument whatsoever to which it is a party or by which it is bound and does not contravene any applicable Laws of any Governmental Authority.

(c) This Agreement has been duly executed and delivered by it and is a valid agreement of such Party, binding upon and enforceable against it in accordance with its terms, subject only to applicable bankruptcy, insolvency, reorganization, and other Laws of general application limiting the enforcement of creditors rights generally and to the fact that specific performance and other equitable remedies are available only in the discretion of a court.

(d) It has not committed an act of bankruptcy, is not insolvent and is able to meet its obligations as they come due, has not proposed a compromising arrangement to its creditors generally, has not had any petition for a receiving order in bankruptcy filed against it, has not made a voluntary assignment in bankruptcy, has not taken any proceedings with respect to a compromise, arrangement or reorganization, has not taken any proceeding to have itself declared bankrupt or wound-up, has not taken any proceeding to have a receiver appointed in respect of any part of its assets, has not had any encumbrancer take possession of any of its property and has not had any execution or distress become enforceable or become levied upon any of its property.

3.2 Representations and Warranties of the Vendor

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The Vendor hereby represent and warrant to the Purchaser as follows and acknowledge that the Purchaser is relying on such representations and warranties in entering into this Agreement:

(a) No Person has any oral or written agreement, option, right, privilege or any other right capable of becoming any of the foregoing (whether legal, equitable, contractual or otherwise) for the purchase of the Property notwithstanding any First Nations land claims.

(b) There are no outstanding agreements or other obligations of the Vendor that would prohibit, or would be breached by, the completion of the transactions contemplated by this Agreement.

(c) The Vendor Sebastien Latour is the registered or recorded owner of a 100% legal interest in the Property applications and the Vendor owns a 100% beneficial interest in the Property applications, free and clear of all Encumbrances notwithstanding any First Nations land claims.

(d) The Property is properly and accurately described in Schedule “A”.

(e) The Property applications are in good standing under all applicable Laws including, without limitation, those with respect to the payment of any rents, fees or taxes in respect thereof.

(f) There are no outstanding or, to the best of the Vendor’ knowledge, pending actions, Environmental Liabilities, suits or claims affecting all or any part of the Property nor of their ownership thereof, nor to the best of the Vendor’ knowledge, is there any basis therefor notwithstanding any First Nations land claims.

(g) There are no agreements or options to acquire or purchase the Property or any portion thereof and no Person other than the Vendor has any title or possessory interest in or to such Property or is entitled to any royalty in respect to any Products derived from such Property.

(h) All taxes, assessments, levies, filings in relation to assessment work on the Property or other payments relating to the Property and required to be made on or before the date hereof have been made.

(i) The Vendor has provided the Purchaser or their representatives access to all information in its possession and control relating to the Property, whether in tangible or electronic form, including without limitation all maps, assays, surveys, drill logs, samples and metallurgical, geological, geophysical, geochemical, and engineering data in respect thereof.

3.3 Representations and Warranties of the Purchaser

The Purchaser hereby represent and warrant to the Vendor as follows and acknowledges that the Vendor is relying on such representations and warranties in entering into this Agreement:

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(a) They are duly incorporated, organized and validly existing under the laws of their jurisdiction of incorporation and are qualified and licensed to own or lease property, and to carry on business, in their respective jurisdictions.

(b) The Shares, when issued to the Vendor pursuant to the terms of this Agreement, shall be issued as fully paid and non-assessable Shares.

4. THE PURCHASE AND SALE

4.1 Purchase and Sale

The Vendor hereby agrees to sell to the Purchaser an undivided 100% interest in and to the Property applications, free and clear of all Encumbrances, in consideration of the following:

(a) A cash payment of $5,000;

(b) The issuance of the Shares to the Vendor.

4.2 Fundamental Changes

In the event of the issue of Shares pursuant to this Agreement after the occurrence of one or more events involving the capital reorganization, reclassification, subdivision or consolidation of the Shares, or the merger, amalgamation or other corporate combination of the Purchaser Hi-View with one or more other entities, or of any other events in which new securities of any nature are delivered in exchange for the issued Shares and such issued Shares are cancelled (each a "Fundamental Change"), in lieu of issuing the Shares which, but for such Fundamental Changes and this provision, would have been issued, the Purchaser Hi-View or its successor shall issue instead such number of new securities as would have been delivered as a result of the Fundamental Change in exchange for those Shares which the Vendor would have been entitled to receive if such issue had occurred prior to the Fundamental Change.

4.3 Closing

(a) The purchase and sale of the Property shall occur at an agreed upon time on or before November 30, 2025, or at such other time and date as agreed upon, at which time the Vendor shall provide the Purchaser with such documentation at the Purchase deems necessary in order to transfer title to the claims comprising the Property from the Vendor to the Purchaser against the delivery by the Purchaser to the Vendor of cheques, money orders, or electronic transfers of $5,000 to the Vendor, as a certificate representing the Shares with 50,000 Shares being registered in the name of the Vendor. This Agreement shall be null and void if closing does not occur by November 30, 2025.

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5. FORCE MAJEURE

5.1 Force Majeure

Notwithstanding anything to the contrary contained herein, if a Party should at any time or times during the currency of this Agreement be delayed in or prevented from complying with this Agreement by reason of wars, acts of God, inability to access the Property, acts of public insurrection, riots, fire, storm, flood, explosion, government restriction, failure to obtain any approvals required from any Governmental Authority having jurisdiction (provided the failure to obtain the approval is not a result of the Party’s failure, delay, or neglect in applying for the approval required, interference or blockade by Persons primarily concerned about aboriginal or environmental issues or environmental groups, or other causes whether of the kind enumerated above or otherwise which are not reasonably within the control of the applicable Party, but excluding for greater certainty, unavailability of funds or changes in economic markets, the period of all such delays resulting from such causes, or any of them, shall be excluded in computing the time within which anything required or permitted by the applicable Party to be done, is to be done hereunder, and the time within which anything is to be done hereunder shall be extended by the total period of all such delays. Nothing contained in this Article shall require the applicable Party to settle any labour dispute or to test the constitutionality of any enacted Law. In the event that either Party asserts that an event of force majeure has occurred, it shall complete such reasonable actions or cause such reasonable actions to be completed (including seeking court injunctions in the case of such interference or such blockades by Persons primarily concerned about environmental issues or by environmental groups) as may be necessary to correct or terminate the alleged event of force majeure and give notice in writing to the other Party specifying the following:

(a) the cause and nature of the alleged event of force majeure;

(b) a summary of the actions it or its Agents have taken to the date of such notice to correct the alleged event of force majeure;

(c) confirmation as to all acts, actions and things done by it or its Agents to terminate the event of force majeure; and

(d) the reasonably expected duration of the period of force majeure.

A Party asserting an event of force majeure shall provide ongoing periodic notice in writing to the other Party with respect to such events of force majeure, including the matters set out above, within 15 days of the end of each calendar month during the period of force majeure and shall provide prompt notice in writing to the other Party upon the termination of the event of force majeure.

6. RELATIONSHIP AND OTHER OPPORTUNITIES - GENERAL

6.1 Relationship of Parties

The rights, privileges, duties, obligations and liabilities, as between the Parties, shall be separate and not joint or collective and nothing herein contained shall be construed as creating a

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partnership, an association, agency or a trust of any kind or as imposing upon the Parties any partnership duty, obligation or liability.

6.2 Other Opportunities

(a) Subject to Subsection 6.2(b), each of the Parties shall have the free and unrestricted right independently to engage in and receive the full benefits of any and all business endeavours of any sort whatsoever whether or not competitive with the endeavours contemplated herein without consulting the other Parties or inviting or allowing the other Parties to participate therein. None of the Parties shall be under any fiduciary or other duty to the other Parties which shall prevent it from engaging in or enjoying the benefits of competing endeavours within the general scope of endeavours contemplated by this Agreement. The legal doctrine of "corporate opportunity" sometimes applied to Persons engaged in a joint venture or having fiduciary status shall not apply in the case of the Parties. Each Party hereby waives its rights to partition of the Property and agrees that it shall not seek or be entitled to partition of the Property, whether by way of physical partition, judicial sale or otherwise.

7. NOTICE

7.1 Notices

All notices, requests, demands or other communications which by the terms hereof are permitted or required to be given by any Party to another shall be given in writing by personal delivery, or by e-mail, addressed to such other Parties or delivered to such other Parties as follows:

To the Vendor at:

Sebastien Latour

E-mail: Redacted

Attention Sebastien Latour

To the Purchaser at:

Hi-View Resources Inc.

E-mail: Redacted

Attention: R. Nick Horsley

or at such other addresses and to such other Person that may be given by any of them to the others in writing from time to time on 10 days' prior written notice and such notices, requests, demands or other communications shall be deemed to have been received when delivered.

8. GENERAL

8.1 Severability

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Any provision of this Agreement which is invalid or unenforceable shall not affect any other provision and shall be deemed to be severable from this Agreement.

8.2 Governing Law

This Agreement shall be governed by, and shall be construed and enforced in accordance with, the laws of the Province of British Columbia and Canada.

8.3 Further Assurances

The Parties shall sign such further and other documents and do such further acts or things as may be necessary or desirable in order to give full force and effect to this Agreement and every part thereof.

8.4 Amendment

This Agreement may not be amended or modified in any respect except by written instrument signed by the Parties of the same formality as this Agreement.

8.5 Entire Agreement

This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and the execution of this Agreement has not been induced by nor do the Parties rely upon or regard as material, any covenants, representations or warranties whatsoever not incorporated herein and made a part thereof.

8.6 Enurement/Successors and Assigns

This Agreement shall enure to the benefit of and be binding upon the Parties and each of their successors and permitted assigns.

8.7 Waiver

A waiver of any breach of a provision of this Agreement shall not be binding upon a Party unless the waiver is in writing and such waiver shall not affect such Party’s rights in respect of any subsequent or other breach.

8.8 Costs and Expenses

Each of the Parties shall pay its own fees and expenses (including the fees of any lawyers, financial advisors, accountants, appraisers or others engaged by such Party) in connection with this Agreement and the transactions contemplated hereby whether or not the transactions contemplated hereby are consummated.

8.9 Counterparts

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all of which shall together constitute one and the same instrument, and

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delivery of an executed copy of this Agreement by facsimile or email transmission or by other means of electronic communication capable of producing a printed copy shall be deemed to be execution and delivery of this Agreement as of the date first written above.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first written above.

SEBASTIEN LATOUR

per:
“Sebastien Latour”

HI-VIEW RESOURCES INC.

per:
“Nick Horsley”
Authorized Signatory

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SCHEDULE “A”

DESCRIPTION OF PROPERTY

B.C. Mineral Title No.	Application Submission Date	Size Ha
1125129	August 21, 2025	382.10
1125132	August 21, 2025	712.40
1125133	August 21, 2025	260.63
1125135	August 21, 2025	17.37
	Total Area Ha	1372.50