Infinitum Copper Corp. — Merger & Acquisition 2022

Feb 3, 2022

AMENDING AGREEMENT No. 3

THIS AMENDING AGREEMENT is made as of the 2nd day of February, 2022.

AMONG: BAYSHORE PETROLEUM CORP.

a corporation incorporated under the laws of the Province of Alberta

(“ BSH ”)

AND: 1308039 B.C. LTD.

a corporation incorporated under the laws of the Province of British Columbia

(“ Subco ”)

AND: INFINITUM COPPER CORP.

a corporation incorporated under the laws of the Province of British Columbia

(“ ICC ”)

WHEREAS BSH, Subco and ICC (collectively, the “ Parties ”) entered into an amalgamation agreement dated June 25, 2021, as amended on August 27, 2021 and October 25, 2021 (collectively the “ Amalgamation Agreement ”), which the Parties wish to further amend in the manner provided herein.

NOW THEREFORE , in consideration of the covenants and agreements herein contained, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged) the Parties hereby agree as follows:

1. All capitalized words and phrases used herein that are not defined have the meanings ascribed thereto in the Amalgamation Agreement.

2. The Amalgamation Agreement is hereby amended by replacing the definition of “Bayshore Business Disposition” thereof, with the following:

“ BSH Business Disposition ” means the disposition by Bayshore as of the Effective Date of any residual assets pertaining to its former petroleum and natural gas business, including the termination of all contracts in relation thereto.”

1. To reflect that Karin Ovegren is unable to accept a position as a director of Amalco on the Effective Date, and to reflect the desire for a smaller board of directors of Amalco, the Amalgamation Agreement is hereby amended by replacing the contents of section 2.3(e) thereof with the following:

“Initial Directors. The initial directors and officers of Amalco shall be:

Name and Address	Title
Steve Robertson	Director andChief Executive Officer andPresident
Michael Wood	Director, Chief FinancialOfficer and CorporateSecretary

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Marco Roque Director

1. To reflect that Karin Ovegren is unable to accept a position as a director of BSH on the Effective Date, the Amalgamation Agreement is hereby amended by replacing the contents of section 8.2(d) thereof with the following:

   • “(d) Consents to Act: Consents from the following individuals to act as directors (and officers where indicated) of BSH with effect as of the Effective Date (the “ New Slate ”):

Steve Robertson	Director	Chief Executive Officer, President
Michael Wood	Director	Chief Financial Officer, Corporate Secretary
Mahendra Naik	Director	Chairman of the Board
GarrickMendham	Director	-
Marco Roque	Director	-

1. Except as modified herein, all other provisions of the Amalgamation Agreement shall remain unchanged.

2. This amending agreement may be executed in counterparts and delivered electronically, each of which shall be deemed to be an original and all of which shall constitute the same document.

IN WITNESS WHEREOF the Parties have executed this amending agreement as of the date first written above.

BAYSHORE PETROLEUM CORP.

by its authorized signatory:

1308039 B.C. LTD.

by its authorized signatory:

“ Peter Ho ” “ Peter Ho ” ______________________________ ______________________________

INFINITUM COPPER CORP.

by its authorized signatory:

“ Steve Robertson ”

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