Kalo Gold Corp. — M&A Activity 2021

Feb 12, 2021

AMENDMENT TO AMALGAMATION AGREEMENT

THIS AMENDING AGREEMENT (this " Amendment ") among E36 Capital Corp. (" E36 "), 1266094 B.C. Ltd. (" E36Sub ") and Kalo Gold Corp. (" Kalo ") is dated effective as of November 26, 2020.

WHEREAS:

A. The Parties entered into an amalgamation agreement dated September 30, 2020 (the " Amalgamation Agreement "), pursuant to which E36 has agreed to acquire all of the shares of Kalo by way of a three‐cornered amalgamation among E36, Kalo and E36Sub, as further detailed in the Amalgamation Agreement (the " Amalgamation ");

B. The Parties seek amend the Amalgamation Agreement on the terms and conditions set forth in this Amendment to include restrictions on transfer for certain E36 Consideration Shares issued in connection with the Amalgamation; and

C. Pursuant to Section 8.1 of the Amalgamation Agreement, the Amalgamation Agreement may be amended by written agreement of the Parties without further notice to or authorization from existing securityholders.

NOW THEREFORE , in consideration of the covenants and agreements contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties covenant and agree as follows:

ARTICLE 1 INTERPRETATION

• 1.1 All capitalized terms used in this Amendment (including the recitals to this Amendment) have the same meaning as in the Amalgamation Agreement, unless such terms are otherwise defined in this Amendment.

ARTICLE 2 AMENDMENTS

• 2.1 The Parties hereby agree that the Amalgamation Agreement is amended as follows:

• (a) The following terms are added alphabetically at Section 1.1:

  • " Lock-Up Period " has the meaning given to that term in Section 2.13(b);

  • " Lock-Up Securities " has the meaning given to that term in Section 2.13(b);

" Lock-Up " has the meaning given to that term in Section 2.13(b);

• (b) The existing text at Section 2.13 is renumbered to Section 2.13(a), and the following is added as a new Section 2.13 (b):

"(b) The E36 Consideration Shares issuable to Kalo Shareholders who acquired Kalo Shares at a price of $0.05 per Kalo Share (the “ Lock-Up Securities ”) will be subject to a lock-up (the “ Lock-Up ”) for a period of nine (9) months from the closing of the Amalgamation (the “ Lock-Up Period ”). 50% of the Lock-Up Securities will be released on the date which is six (6) months from the date of closing of the Amalgamation, and the

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remaining 50% of the Lock-Up Securities will be released on the date which is nine (9) months from the date of closing of the Amalgamation. During the Lock-Up Period, the holders of the Lock-Up Securities may not sell, transfer, assign, option or otherwise encumber or dispose of any of the Lock-Up Securities without the prior written approval of the Purchaser. During the Lock-Up Period, the holders of the Lock-Up Securities will be entitled to vote the Lock-Up Securities and receive dividends thereon if any are declared. Any certificates or DRS statements representing the Lock-Up Securities will bear a legend, in substantially the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OPTIONED OR OTHERWISE ENCUMBERED OR DISPOSED OF UNTIL [INSERT THE DATE THAT IS THE 9 MONTH ANNIVERSARY OF THE CLOSING OF THE AMALGAMATION] EXCEPT IN ACCORDANCE WITH THE TERMS OF THE AMALGAMATION AGREEMENT DATED SEPTEMBER 30, 2020, AS AMENDED (THE “AMALGAMATION AGREEMENT”), AMONG E36 CAPITAL CORPORATION, KALO GOLD CORP. AND 1266094 B.C. LTD., AND BY ACCEPTING ANY INTEREST IN SUCH SECURITIES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY THE PROVISIONS OF THE AMALGAMATION AGREEMENT RELATING TO THESE SECURITIES, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND OWNERSHIP.”

• (c) The Parties confirm and agree that, except as modified by this Amendment, all other provisions of the Amalgamation Agreement continue in full force and effect.

ARTICLE 3 MISCELLANEOUS

• 3.1 Recitals. The recitals to this Amendment are incorporated by reference and form an integral part of this Amendment.

• 3.2 Time. Time is of the essence of the Amalgamation Agreement, as amended by this Amendment.

• 3.3 Governing Law. This Amendment, and all matters related hereto or arising from this Amendment, 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.

• 3.4 Entire Agreement. This Amendment will, from the date of this Amendment, be read and construed together with the Amalgamation Agreement and be treated as part thereof, and the Amalgamation Agreement, as amended by this Amendment, will continue in full force and effect in accordance with the terms thereof and hereof. This Amendment and the Amalgamation Agreement contain the entire agreement among the Parties with respect to the subject matters contemplated in this Amendment and the Amalgamation Agreement, and there are no other terms,

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conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law, other than as contained in this Amendment and the Amalgamation Agreement

• 3.5 Conflict. In case of any conflict between the provisions of the Amalgamation Agreement and the provisions of this Amendment, the provisions of this Amendment will prevail.

• 3.6 Further Assurances. Each Party will from time to time execute and deliver all such further documents and instruments and do all acts and things as the other party may reasonably require to carry out or better evidence or perfect the full intent and meaning of this Amendment.

• 3.7 Binding Effect. This Amendment will enure to the benefit of and be binding upon the Parties and their respective successors, and permitted assigns.

• 3.8 Electronic Delivery and Counterpart. This Amendment may be executed and delivered by DocuSign or other form of electronic transmission, any of which shall have the same legal effect as a manual signature. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement and each of which shall constitute an originally executed copy hereof.

[Signature Page Follows.]

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

E36 CAPITAL CORP.

Per: (signed) " Kevin Ma " Name: Kevin Ma Title: Director

KALO GOLD CORP.

Per: (signed) " Fred Tejada " Name: Fred Tejada Title: CEO and Director

1266094 B.C. LTD.

Per: (signed) " Kevin Ma " Name: Kevin Ma Title: Director

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