Hillcrest Energy Technologies Ltd. — M&A Activity 2023

Jun 7, 2023

VOTING AND SUPPORT AGREEMENT

THIS AGREEMENT is made as of the 5th day of June, 2023.

BETWEEN:

NICHOLAS STAJDUHAR

an individual with a principal residence in Canada

(the “ Securityholder ”)

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BENCHMARK METALS INC. ,

a company existing under the laws of the Province of British Columbia

(the “ Purchaser ”)

WHEREAS the Securityholder is the registered and/or beneficial owner of that number of issued and outstanding common shares (the “ Shares ”) in the capital of Thesis Gold Inc. (the “ Company ”), a corporation existing under the laws of the Province of British Columbia, set forth on the Securityholder’s signature page attached to this Agreement.

AND WHEREAS the Securityholder is also the holder of that number of options to acquire Shares (“ Options ”), restricted share units of the Company (“ RSUs ”) and warrants to purchase Shares (“ Warrants ”, and together with the Options and RSUs, the “ Convertible Securities ”) set forth on the Securityholder’s signature page attached to this Agreement.

AND WHEREAS the Purchaser and the Company have entered into an arrangement agreement (the “ Arrangement Agreement ”) concurrently with the entering into of this Agreement and propose to consummate an arrangement as set forth in the plan of arrangement attached to the Arrangement Agreement (the “ Arrangement ”).

AND WHEREAS 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

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. For the purposes of this Agreement:

• “ Agreement ” shall mean this Voting and Support Agreement;

• “ Arrangement ” shall have the meaning ascribed thereto in the Recitals;

• “ Arrangement Agreement ” shall have the meaning ascribed thereto in the Recitals;

• “ Convertible Securities ” shall have the meaning ascribed thereto in the Recitals;

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“ Options ” shall have the meaning ascribed thereto in the Recitals;

“ Prohibited Activities ” shall have the meaning ascribed thereto in Section 2.1(b);

“ Purchaser ” shall have the meaning ascribed thereto in the Preamble;

“ RSUs ” shall have the meaning ascribed thereto in the Recitals;

“ Securityholder ” shall the meaning ascribed thereto in the Preamble;

“ Shares ” shall have the meaning ascribed thereto in the Recitals;

“ Subject Options ” means that number of Options set forth on the Securityholder’s signature page attached to this Agreement, being all of the Options owned legally or beneficially by the Securityholder or over which the Securityholder exercises control or direction;

“ Subject RSUs ” means that number of RSUs set forth on the Securityholder’s signature page attached to this Agreement, being all of the RSUs owned legally or beneficially by the Securityholder or over which the Securityholder exercises control or direction;

“ Subject Securities ” means, collectively, the Securityholder’s Subject Shares, the Subject Options, the Subject RSUs and the Subject Warrants;

“ Subject Shares ” means that number of Shares set forth on the Securityholder’s signature page attached to this Agreement, being all of the 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, in each case as of the date hereof, and which shall further include any Shares issued upon the exercise or vesting, as applicable, of Convertible Securities or otherwise acquired by or issued to the Securityholder after the date hereof;

“ Subject Warrants ” means that number of Warrants set forth on the Securityholder’s signature page attached to this Agreement, being all of the Warrants owned legally or beneficially by the Securityholder or over which the Securityholder exercises control or direction; and

“ Transfer ” shall have the meaning ascribed thereto in Section 2.1(d).

ARTICLE 2 COVENANTS

Section 2.1 General Covenants of the Securityholder

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 securityholders of the Company (including in connection with any separate vote of any sub-group of securityholders of the Company that may be required to be held and of which sub-group the Securityholder forms part) called to vote upon the Arrangement or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including written consent in lieu of a meeting) with respect to the Arrangement is sought, the Securityholder shall cause its Subject Securities (which have a right to vote at such meeting) to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities (which have a right to vote at such meeting) in favour of the approval of the Arrangement and any other matter necessary for the consummation of the Arrangement;

• (b) at any meeting of securityholders of the Company (including in connection with any separate vote of any sub-group of securityholders of the Company that may be required to be held and of which

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sub-group the Securityholder forms part) 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 shareholders or other securityholders of the Company is sought (including by written consent in lieu of a meeting), the Securityholder shall cause its Subject Securities (which have a right to vote at such meeting) to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities (which have a right to vote at such meeting) against any Company Acquisition Proposal or a proposed action in furtherance of a Company Acquisition Proposal and/or any matter that could reasonably be expected to delay, prevent, impede or frustrate the successful completion of the Arrangement and each of the transactions contemplated by the Arrangement Agreement (the “ Prohibited Activities ”);

• (c) the Securityholder hereby revokes any and all previous proxies granted or voting instruction forms or other voting documents delivered that may conflict or be inconsistent with the matters set forth in this Agreement;

• (d) the Securityholder agrees not to, directly or indirectly, without the prior written consent of the Purchaser (i) sell, transfer, assign, grant a participation interest in, option, pledge, hypothecate, grant a security interest in or otherwise convey or encumber (each, a “ Transfer ”), or enter into any agreement, option or other arrangement with respect to the Transfer of, any of its Subject Securities to any person, other than: (A) pursuant to the Arrangement Agreement, or (B) to a corporation or other entity directly or indirectly owned or controlled by the Securityholder, or under common control with the Securityholder, or an affiliate of the Securityholder, provided that such corporation, entity or affiliate agrees in writing to be bound by the terms hereof and forthwith delivers an executed counterpart of this Agreement to the Purchaser, in form and substance satisfactory to the Purchaser, acting reasonably, (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 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 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 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 exercising its Options and Warrants in accordance with their terms;

• (e) subject to Section 5.1, 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;

• (f) promptly notify the Purchaser upon any of the Securityholder’s representations or warranties contained in this Agreement becoming untrue or incorrect in any material respect, and for the purposes of this provision, each representation and warranty shall be deemed to be given at and as of all times during such period (irrespective of any language which suggests that it is only being given as at the date hereof);

• (g) the Securityholder shall not exercise any rights of appraisal or rights of dissent with respect to the Arrangement or the transactions contemplated by the Arrangement Agreement that the Securityholder may have and shall not exercise any other securityholder rights or remedies available at common law or pursuant to applicable corporate law or other legislation with respect thereto to impede, frustrate, nullify, prevent, hinder, delay, upset or challenge the Arrangement; and

• (h) without limiting the generality of Section 5.2, no later than five (5) Business Days prior to the date of the Company Meeting: (i) with respect to any Subject Shares (and any other Subject Securities

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which have a right to vote at such meeting) that are registered in the name of the Securityholder, the Securityholder shall deliver or cause to be delivered, in accordance with the instructions set out in the Company Circular, and with a copy to the Purchaser concurrently with such delivery, a duly executed proxy or proxies directing the holder of such proxy or proxies to vote in favour of the Arrangement; and (ii) with respect to any Subject Shares (and any other Subject Securities which have a right to vote at such meeting) that are beneficially owned by the Securityholder but not registered in the name of the Securityholder, the Securityholder shall deliver a duly executed voting instruction form to the intermediary through which the Securityholder holds its beneficial interest in the Securityholder’s Subject Securities with a copy to the Purchaser concurrently, instructing that the Securityholder’s Subject Securities (which have a right to vote at such meeting) be voted at the Company Meeting in favour of the Arrangement. Such proxy or proxies shall name those individuals as may be designated by the Company in the Company Circular and such proxy or proxies or voting instructions shall not be revoked, withdrawn or modified without the prior written consent of the Purchaser unless this Agreement is terminated in accordance with Article 4 prior to the exercise of such proxy.

Section 2.2 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 will use its commercially reasonable efforts to complete the Arrangement and cause the Consideration Shares to be made available to pay for the Subject Shares, and, as applicable, the Replacement Options to be made available in exchange for the Subject Options, in each case, in accordance with and subject to the terms and conditions of the Arrangement Agreement and the Plan of Arrangement, and for the Subject RSUs and Subject Warrants to be treated in accordance with 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:

• (a) Incorporation; Capacity; Authorization. Where the Securityholder is a corporation, it is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation; it has the requisite corporate power and capacity and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder. Where the Securityholder is not a corporation, he, she or it has the power and capacity and has received all requisite approvals to execute and deliver this Agreement and to perform his, her or its obligations hereunder.

• (b) Enforceable. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding obligation, enforceable against the Securityholder in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity.

• (c) 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, the Securityholder does not directly or indirectly control or direct, or own or have any registered or beneficial interest in, any other securities of the Company, other than as disclosed on the Securityholder’s signature page attached to this Agreement. The Securityholder is and will be immediately prior to the Effective Date, the registered and/or beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of any and all Liens.

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• (d) No Breach. Neither the execution and delivery of this Agreement by the Securityholder, the consummation by the Securityholder of the transactions contemplated hereby nor the compliance by the Securityholder with any of the provisions hereof will:

• (i) result in any breach of, or constitute a default (or an event which with notice or lapse of time or both would become a default) (or give rise to any third party right of termination, cancellation, material modification, acceleration, purchase or right of first refusal) under any provision of the certificate of incorporation, articles, by-laws or any other constating document of the Securityholder, if applicable, or under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, contract, license, agreement, lease, permit or other instrument or obligation to which the Securityholder is a party or by which the Securityholder or any of its properties or assets (including the Subject Securities) may be bound;

• (ii) require on the part of the Securityholder any filing with (other than pursuant to the requirements of applicable securities legislation (which filings the Securityholder will undertake)) or permit, authorization, consent or approval of, any Governmental Authority or any other person; or

• (iii) subject to compliance with any approval or Laws contemplated by the Arrangement Agreement, violate or conflict with any judgement, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Securityholder or any of its properties or assets,

in each case other than as would not be reasonably expected to have a material adverse effect on the Securityholder’s ability to perform its obligations hereunder.

• (e) No Proceedings. To the knowledge of the Securityholder, there is (i) no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any Governmental Authority, or, threatened against the Securityholder or any of its properties that, individually or in the aggregate, could reasonably be expected to have an adverse effect on the Securityholder’s ability to perform its obligations hereunder and (ii) no order, judgment or decree against the Securityholder that could prevent, enjoin, alter or materially delay any of the transactions contemplated by this Agreement, or that could reasonably be expected to have an adverse effect on the Securityholder’s ability to perform its obligations hereunder.

• (f) 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.

• (g) Voting. The Securityholder has the sole and exclusive right to enter into this Agreement and to vote (or cause to be voted) the Subject Securities (which have a right to vote at such meeting) as contemplated herein. None of the Subject Securities are subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders or 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 Shares hereafter acquired by it.

• (h) Consents. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Authority or other person is required to be obtained by the Securityholder in connection with the execution, delivery or performance of this Agreement.

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Section 3.2 Representations and Warranties of the Purchaser

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

• (a) Incorporation; Capacity; Authorization. The Purchaser is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation; it validly subsists under the provincial laws of British Columbia and has all necessary requisite corporate power and capacity to execute and deliver this Agreement and to perform its obligations hereunder.

• (b) Authorization. The execution, delivery and performance of this Agreement by the Purchaser has been duly authorized and no other internal proceedings on its part is necessary to authorize this Agreement or the transactions contemplated hereunder.

• (c) No Breach. Neither the execution and delivery of this Agreement by the Purchaser, the consummation by the Purchaser of the transactions contemplated hereby nor the compliance by the Purchaser with any of the provisions hereof will:

• (i) result in any breach of, or constitute a default (or an event which with notice or lapse of time or both would become a default) (or give rise to any third party right of termination, cancellation, material modification, acceleration, purchase or right of first refusal) under any provision of the certificate of incorporation, articles, by-laws or any other constating document of the Purchaser, if applicable, or under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, contract, license, agreement, lease, permit or other instrument or obligation to which the Purchaser is a party or by which the Purchaser or any of its properties or assets (including the Subject Securities) may be bound;

• (ii) require on the part of the Purchaser any filing with (other than pursuant to the requirements of applicable securities legislation (which filings the Purchaser will undertake)) or permit, authorization, consent or approval of, any Governmental Authority or any other person; or

• (iii) subject to compliance with any approval or Laws contemplated by the Arrangement Agreement, violate or conflict with any judgement, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Purchaser or any of its properties or assets,

in each case, other than as would not be reasonably expected to have a material adverse effect on the Purchaser’s ability to perform its obligations hereunder.

• (d) Enforceable. This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity.

• (e) Consents. Other than as set out in the Arrangement Agreement, no consent, approval, order or authorization of, or declaration or filing with, any Governmental Authority or other person is required to be obtained by the Purchaser in connection with the execution, delivery or performance of this Agreement.

• (f) No Proceedings. To the knowledge of the Purchaser, there is (i) no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any Governmental Authority, or, threatened against the Purchaser or any of its properties that, individually or in the aggregate, could reasonably be expected to have an adverse effect on the Purchaser’s ability to perform its obligations hereunder and (ii) no order, judgment or decree against the Purchaser that could prevent, enjoin, alter or materially delay any of the transactions contemplated by this Agreement, or that could

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reasonably be expected to have an adverse effect on the Purchaser’s ability to perform its obligations hereunder.

ARTICLE 4 TERMINATION

Section 4.1 Termination

This Agreement may be terminated:

• (a) at any time upon the mutual written agreement 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; or (ii) the Securityholder shall not have complied with its covenants to the Purchaser contained in this Agreement in all material respects;

• (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; (ii) the Purchaser shall not have complied with its covenants to the Securityholder contained in this Agreement in all material respects; or (iii) there is any decrease in the amount of the consideration payable for the outstanding Shares as set out in the Arrangement Agreement; or

• (d) automatically upon:

• (i) the Arrangement Agreement being terminated in accordance with its terms; or

• (ii) the occurrence of the Effective Time.

Section 4.2 Effect of Termination

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 or power of attorney which it may have given with respect of the Subject Securities or, if applicable, to withdraw any deposited Subject Securities to any take-over bid.

ARTICLE 5 GENERAL

Section 5.1 Fiduciary Obligations

The Purchaser agrees and acknowledges that the Securityholder is bound hereunder solely in his or her capacity as a securityholder of the Company and that the provisions of this Agreement shall not be deemed or interpreted to bind the Securityholder in his or her capacity as a director or officer of the Company or any of the Company’s subsidiaries. As such, nothing in this Agreement is intended to or shall be interpreted to limit or restrict the Securityholder or any person from properly fulfilling his or her fiduciary duties as a director or officer of the Company or any of its subsidiaries, irrespective of whether any other provision of this agreement explicitly references this Section 5.1.

Section 5.2 Further Assurances

Each of the Securityholder and the 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

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requesting party’s cost to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

Section 5.3 Disclosure

Each of the Securityholder and the Purchaser hereby consents to the disclosure of the substance of this Agreement in any press release or any management information circular relating to the Company Meeting and the filing of a copy thereof by the Company at www.sedar.com.

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 without the approval of the Purchaser, which shall not be unreasonably withheld or delayed. The Securityholder agrees to consult with the Purchaser prior to issuing each public announcement or statement with respect to this Agreement, subject to the overriding obligations of Laws.

Section 5.4 Time

Time shall be of the essence in this Agreement.

Section 5.5 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each of the parties hereby irrevocably attorns to the jurisdiction of the courts of the Province of British Columbia in respect of all matters arising under or in relation to this Agreement.

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 and understanding between the parties hereto with respect to the subject matter hereof and supersedes any prior agreement, representation or understanding with respect thereto.

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 each of the parties hereto.

Section 5.8 Severability

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless 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 hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible.

Section 5.9 Assignment

The provisions of this Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and permitted assigns, provided that neither party may assign, delegate or otherwise transfer any of its rights, interests or obligations under this Agreement without the prior written consent of the other party hereto, except that the Purchaser may assign, delegate or otherwise transfer any of its rights, interests or obligations under this Agreement to an affiliate, without reducing its own obligations hereunder, without the consent of the Securityholder.

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Section 5.10 No Third-Party Beneficiaries

The parties intend that this Agreement will not benefit or create any right or cause of action in favour of any person, other than the parties and no person, other than the parties, is entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.

Section 5.11 Notices

Any notice, request, consent, agreement or approval which may or is required to be given pursuant to this Agreement shall be in writing and shall be sufficiently given or made if delivered, or sent by email, in the case of:

(a) the Purchaser, addressed as follows: Benchmark Metals Inc. 10545 - 45 Avenue NW 250 Southridge, Suite 300 Edmonton, AB Canada T6H 4M9 Attention: John Williamson E-mail: johnw@bnchmetals.com

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

Cassels Brock & Blackwell LLP 885 West Georgia Street Suite 2200 Vancouver, BC Canada V6C 3E8 Attention: David Redford and Omar Soliman Email: dredford@cassels.com and osoliman@cassels.com

(b) the Securityholder, as set forth on the signature page to this Agreement.

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

Boughton Law Corporation 700 - 595 Burrard Street Vancouver, BC V7X 1S8 Attention: Sean O’Neill Email: soneill@boughtonlaw.com

or to such other address as the relevant person may from time to time advise by notice in writing given pursuant to this Section. The date of receipt of any such notice, request, consent, agreement or approval shall be deemed to be the date of delivery or sending thereof if sent or delivered during normal business hours on a Business Day at the place of receipt and, otherwise, on the next following Business Day.

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Section 5.12 Specific Performance and other Equitable Rights

It is recognized and acknowledged that a breach by any party of any material obligations contained in this Agreement will cause the other party to sustain injury for which it would not have an adequate remedy at law for money damages. Accordingly, in the event of any such breach, any aggrieved party shall be entitled to the remedy of specific performance of such obligations and interlocutory, preliminary and permanent injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity.

Section 5.13 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 5.14 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.

Section 5.15 Counterparts

This Agreement may be executed in any number of counterparts (including counterparts by e-mail transmission or other electronic means) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the parties.

[Signature page follows.]

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

BENCHMARK METALS INC.

By: "John Williamson" (signed) Name: John Williamson Title: Chief Executive Officer

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"Nicholas Stajduhar" (signed) NICHOLAS STAJDUHAR

Address:

==> picture [172 x 36] intentionally omitted <==

[Redacted personal information.] Telephone: [Redacted personal information.] Email: [Redacted personal information.] (Number of Shares Held)

Nil

(Number of Options Held, if any)

950,000

(Number of RSUs Held, if any)

225,225

(Number of Warrants Held, if any)

Nil

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