Kingsview Minerals Ltd. — M&A Activity 2020

Nov 11, 2020

KINGSVIEW MINERALS LTD. 580 Hornby St., Suite 510 Vancouver, British Columbia V6C 3B6

PRIVATE AND CONFIDENTIAL

September 18, 2020

12185849 Canada Inc. 1780 Coyote Ridge Rd. Crystal Falls, Ontario P0H 1L0

Attention: Steve Anderson, Chief Executive Officer

Dear Sirs:

Acquisition of 100% of the Issued and Outstanding Shares of Re^- 12185849 Canada Inc. ("CanadaCorp") by Kingsview Minerals Ltd. ("Kingsview")

This letter sets out a binding letter of intent ("LOI") by Kingsview to acquire all the issued and outstanding shares of CanadaCorp (the "CanadaCorp Shares") in consideration for common shares of Kingsview ("Kingsview Shares") from the shareholders of CanadaCorp (together, the "CanadaCorp Shareholders") (the "Transaction").

The matters described herein reflect our present intentions but do not constitute a complete statement of the documents and procedures necessary to effect the transactions contemplated herein. It is intended that the parties hereto will enter into a mutually acceptable formal agreement (the "Definitive Agreement"), containing the covenants and conditions set out herein and additional customary representations and warranties.

This Agreement is a statement of our discussions and understanding to date and, except as specifically provided in Section 17(g), will not be binding upon the Parties. For the purposes of this Agreement, "Parties" refers to Kingsview, CanadaCorp and each of the CanadaCorp Shareholders and a "Party" refers to any one of them.

1. TRANSACTION STRUCTURE

The Transaction is proposed to be structured as follows:

• (a) Purchase of CanadaCorp: Pursuant to the Transaction, Kingsview will acquire all of the issued and outstanding CanadaCorp Shares, free and clear of all encumbrances, in exchange for Kingsview Shares (the "Payment Shares") to be issued to the CanadaCorp Shareholders in exchange for their CanadaCorp Shares. The Transaction is expected to be effected pursuant to a share purchase agreement to be executed by Kingsview, CanadaCorp and each of the CanadaCorp Shareholders. The final structure will be determined mutually by Kingsview, CanadaCorp and the CanadaCorp Shareholders based on tax, securities, corporate law and other considerations, and the Parties will give bona fide consideration to a different form of transaction should such different form provide material advantages to one Party without materially adversely affecting the other Parties. The Transaction will be structured in a manner which is tax and cost efficient for the Parties.
• (b) Share Consideration: The total aggregate number of Kingsview Shares which will be issuable by Kingsview to acquire CanadaCorp will be 5,100,000 Kingsview Shares. The number of Kingsview Shares issuable pursuant to the transactions will be subject to a downward adjustment in the event that there are any contingent liabilities of CanadaCorp which are not disclosed in the financial statements of CanadaCorp.
• (c) CanadaCorp Securities: There are currently 5,100,000 CanadaCorp Shares issued and outstanding as provided in Schedule "A", and there are no outstanding securities convertible or exchangeable for CanadaCorp Shares or other rights to acquire CanadaCorp Shares. The Definitive Agreement will provide that no additional securities of CanadaCorp will be issued, without the written permission of Kingsview, prior to the completion of the Transaction.

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• (d) Board Representation: The board of directors of CanadaCorp upon completion of the Transaction will consist of nominees chosen by the Kingsview Board of Directors at a later date.
• (e) Name: In connection with the Transaction the name of CanadaCorp may be changed to such other name as the Kingsview may agree.

2. LOAN:

In connection with the LOI, Kingsview agrees to provide CanadaCorp with a loan of Cdn\$100,000 (the "Loan"), subject to the following terms and conditions:

• (a) Kingsview and CanadaCorp will enter into a loan agreement in a form acceptable to Kingsview and CanadaCorp, substantially in the form attached hereto as Schedule "B";
• (b) upon execution of the loan agreement Kingsview will advance the Loan to CanadaCorp;
• (c) The Loan will carry an interest provision of 5% per annum; and
• (d) The Loan must be used by CanadaCorp as follows:
• (i) A minimum of Cdn\$80,000 must be spent on "qualifying expenditures for mineral exploration" as defined in Canadian Securities Exchange ("CSE") Policies on the key property (the "Key Property" as defined in Schedule C) in the portfolio of properties ("Property Portfolio", see Schedule C) owned by CanadaCorp;
• (ii) To contract a Qualified Person, as defined by NI 43-101, to complete a NI 43-101 Technical Report on the Key Property, capable of being used for a non-offering prospectus with the British Columbia Securities Commission and the CSE; and
• (iii) Continue to maintain all mineral claims contained in the Property Portfolio in good standing.

3. ACCESS TO INFORMATION:

• (a) Kingsview and their respective accountants, legal counsel, technical and financial advisors and other representatives thereof will be entitled to, subject to obtaining any necessary consents, have full access to all information and records relating to any other CanadaCorp, including, but not limited to, all related facilities, buildings, equipment, assets, records, contracts, financial statements, forecasts, financial projections, studies, permits and licences and any other documentation (whether in writing or stored in computerized, electronic, disk, tape, microfilm or any other form) or materials of any nature whatsoever. The Parties will have until September 30, 2020, to complete due diligence (the "Due Diligence Period"), provided that the Parties will be entitled to the access described above thereafter for the purpose of confirmatory due diligence until Closing. All information obtained by the Parties hereto in the course of their due diligence will be subject to all terms and conditions hereof, including but not limited to the confidentiality provisions hereof.
• (b) Until the completion of the Transaction or termination of this Agreement, CanadaCorp will notify the Kingsview of any significant development or material change relating to CanadaCorp's business, operations, assets or prospects, promptly after becoming aware of any such development or change.

4. DEFINITIVE AGREEMENT:

The Parties will negotiate in good faith and use their commercially reasonable efforts to enter into the Definitive Agreement providing for the Transaction and consistent with the terms hereof on or before October 15, 2020 or such later date as may be agreed to by the Parties (the "Definitive Agreement" Date"). The Definitive Agreement will be in a form and substance satisfactory to each of the Parties and will contain all terms and conditions concerning the Transaction. These will include customary terms and conditions, representations, warranties, and covenants which are mutually acceptable to the Parties, consistent with industry practice (including, without limitation, the representations and warranties, covenants, conditions and completion mechanics contained in this Agreement to the extent still applicable), for a transaction of the nature of the Transaction. Notwithstanding the foregoing, the

Parties hereto acknowledge and agree that if, in connection with finalizing the Definitive Agreement, a particular legal structure is determined by one or both Parties hereto to be beneficial or advisable for the purpose of addressing any liability, corporate or tax concerns of the Parties, the Parties will, at such time, consider available alternatives that would best address such issues. For greater certainty, the Definitive Agreement will also contain undertakings providing that the business of CanadaCorp and Kingsview will be carried out in the ordinary course pending completion of the Transaction, and the Definitive Agreement will include prohibitions on certain specified actions during the period prior to completion, including mergers, material asset dispositions, completion of any financing other than the Financing, unauthorized borrowing or the incurring of indebtedness.

5. CLOSING:

The Parties will use their commercially reasonable efforts to complete the Transaction by October 15, 2020, and in any event no later than October 31, 2020 or such later date as may be agreed to by the Parties in the Definitive Agreement. Completion of the Transaction will take place at the offices of legal counsel to Kingsview in Toronto, Ontario on the date that is three business days following the satisfaction or waiver of all closing conditions, or such other place and date as agreed to by the Parties.

6. TERMINATION:

This Agreement may be terminated at any time:

• (a) by mutual written agreement of the Parties;
• (b) by either Kingsview or CanadaCorp prior to the expiry of the Due Diligence Period if it is not satisfied with the results of its due diligence review; or
• (c) by any Party if the Definitive Agreement has not been entered into by the Definitive Agreement Date.

If this Agreement is terminated pursuant to this Section 15, no Party shall have any further liability to perform its obligations under this Agreement, except for obligations under Section 16 and 17, which shall survive any termination hereof; provided that neither the termination of this Agreement nor anything contained in this Section 15 shall relieve a Party from any liability arising prior to such termination.

7. NON-SOLICITATION:

Non-Solicitation. Except as expressly permitted herein, each of CanadaCorp and Kingsview will not, nor will it permit any of its respective directors, officers, affiliates, employees, representatives or agents (including and without limitation, investment bankers, attorneys and accountants) directly or indirectly to, solicit, discuss or encourage any offer for the purchase of such Party or the business or the assets of such Party, whether as a primary or backup offer, or take any other action with the intention or reasonable foreseeable effect of leading to any commitment or agreement to sell such Party or business or the assets of such Party (an "Alternative Transaction"). Each Party represents and warrants to the others that it is not currently in any discussions or negotiations with any other person with respect to any Alternative Transaction.

All payments will be in immediately available Canadian funds. The obligations pursuant to this Section 16 shall survive the termination of this Agreement. The Parties hereby irrevocably waive any right they may have to raise as a defence that any such liquidated damages are excessive or punitive.

8. MISCELLANEOUS:

• (a) Expenses: Each Party will pay its own expenses in connection with the Transaction.
• (b) Law: This Agreement and documents entered into by the Parties will be governed by and be construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each of the Parties irrevocably attorns to the non-exclusive jurisdiction of the courts of the Province of British Columbia.

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• (c) Amendment: This Agreement may, at any time and from time to time, be amended by written agreement of the Parties.
• (d) Assignment: No Party may assign its rights or obligations under this Agreement without the prior written consent to the other Parties hereto.
• (e) Waiver: Any waiver or release of any of the provisions of this Agreement, to be effective, must be in writing and executed by the Party granting such waiver or right.
• Notices: All notices and other communications given or made pursuant hereto will be in writing $(f)$ and will be deemed to have been duly given or made as of the date delivered or sent if delivered personally or sent by facsimile or e-mail transmission or sent by prepaid overnight courier to the applicable person at the following addresses (or at such other addresses as will be specified by such person); provided that notice to the respective legal counsel set out below will not constitute notice under this Agreement:
• (i) if to Kingsview Minerals Ltd.

580 Hornby St., Suite 510 Vancouver, BC, V6C 3B6

with a copy to:

Gary Handley, CEO - gary@venexcapital.com

(ii) if to 12185849 Canada Inc. or the CanadaCorp Shareholders: 1780 Coyote Ridge Rd.

Crystal Falls, Ontario P0H 1L0

with a copy to: Steve Anderson, CEO - visionexploration@persona.ca

• (g) Confidentiality: This Agreement and any discussions in connection therewith will be treated by the Parties as strictly confidential and will not (without the prior consent of the other parties hereto or as contemplated or provided herein or as required by law) be disclosed, other than to a director, officer, employee, agent, shareholder or professional advisor of or to that party with a need to know for purposes connected with the Transaction or other matters contemplated by this Agreement and then only on a confidential basis and also on the basis that the party concerned will be liable for any breach of confidentiality by a person to whom it makes disclosure.
• (h) Entire Agreement: This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and thereof and supercedes all prior agreements and understandings with respect thereto.
• (i) Counterparts: This Agreement may be executed and delivered in one or more counterparts and may be executed and delivered by facsimile or any other electronically communicated method, each of which when executed and delivered will be deemed an original and all of which counterparts together will be deemed to constitute one and the same instrument.

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If the foregoing is in accordance with your understanding, please sign and date the acknowledgement at the foot of this letter and return the fully executed duplicate copy to us.

Yours very truly,

KINGSVIEW MINERALS LTD Per andley O and Director

Acknowledged and agreed this ZZ day of September, 2020.

12185849 CANADA INC.

Per: Steve Anderson CEO and Director

SCHEDULE A

CanadaCorp Shareholders	Number of CanadaCorp Shares held	Number of Kingsview Shares to be Received
2060014 Ontario Inc.	1,500,000	1,500,000
Don McHoldings Limited	1,500,000	1,500,000
7806221 Canada Inc.	500,000	500,000
2254022 Ontario Ltd.	500,000	500,000
Max Lawson	500,000	500,000
Mike England	400,000	400,000
Gilbert Clement	100,000	100,000
Clifford Clement	100,000	100,000
TOTAL	5,100,000	5,100,000

List of CanadaCorp Shares and CanadaCorp Shareholders

SCHEDULE B

Form of Loan Agreement between Kingsview and CanadaCorp

LOAN AGREEMENT

(the "Agreement")

This Agreement is dated and effective as of the $2\frac{2}{4}$ day of September, 2020.

BETWEEN:

KINGSVIEW MINERALS LTD., a corporation incorporated under laws of Canada, having its registered office at 580 Hornby St., Suite 510, Vancouver, British Columbia, V6C 3B6 (hereinafter called "Kingsview" or the "Lender")

and

12185849 CANADA INC., a corporation incorporated under laws of Canada, having its registered office at 1780 Coyote Ridge Rd., Crystal Falls, Ontario P0H 1L0 (hereinafter called "Canadalnc" or the "Borrower")

(hereinafter Kingsview and Canadalnc are together referred to as the "Parties" and individually referred to as a "Party")

RECITALS

WHEREAS, Kingsview and Canadalnc executed a letter of intent on September 18, 2020 ("LOI") for Kingsview to acquire all of the issued and outstanding shares of Ontario Corp pursuant to a share purchase or share exchange transaction (the "Potential Transaction").

WHEREAS to meet one of the conditions pursuant to the Letter of Intent between the Parties, Kingsview has agreed to loan, and Canadalnc has agreed to borrow from Kingsview the amount of one hundred thousand Canadian Dollars (Cdn\$100,000) (the "Principal") as a loan to Canadalnc, which shall be evidenced by this Agreement, and the Principal Amount to be used in accordance with the terms and conditions of this loan agreement (the "Agreement")

WHEREAS Canadalnc plans to use the Loan (as defined herein) for the purpose of undertaking Qualified Expenditures (defined herein) on its Key Property (as defined in the LOI) with the intention of meeting the qualifications for listing on the CSE.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants, agreements and representations hereinafter set forth, the sum of one (\$1.00) dollar now paid by each Party (the receipt and sufficiency whereof are hereby acknowledged) and other good and valuable consideration, the parties agree as follows:

1. RECITALS

The parties hereto acknowledge and agree that the recitals to this Agreement are true and correct in substance and in fact and are incorporated herein by reference and form an integral part hereof.

2. DEFINITIONS

"Agreement" means this agreement and any amendments or schedules hereto;

"CSE" means the Canadian Securities Exchange;

"Loan" has the meaning as described in Section 3 herein;

"LOI" means the agreement between the Borrower and the Lender dated September 18, 2020;

"Qualified Expenditures" has the meaning given to it as described in CSE Policy 1.6.1.

3. LOAN

Subject to the terms and conditions of this Agreement and in Section 2.0 of the LOI, the Lender shall loan to the Borrower the principal amount of One Hundred Thousand Dollars (Cdn\$100,000) for a period of up to one year (the "Loan") repayable on the terms set forth in Section 4(a) herein.

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4. INTEREST AND REPAYMENT

• (a) The Principal shall bear interest at five percent (5%) per annum as of the date of the execution of this Agreement, calculated and paid on the Maturity Date.
• (b) The Borrower covenants, acknowledges and agrees that the Principal, together with all accrued interest, will be repayable to the Lender on the first anniversary of the effective date of this Agreement or such earlier date mutually agreeable to both the Lender and the Borrower (the "Maturity Date").

5. SECURITY

The Borrower agrees that the Loan is secured by the Key Property.

6. COVENANTS

Until such time as the Loan is repaid in full the Borrower covenants and agrees that it must use the Loan for Qualified Expenditures at the Key Property within the Term of this Agreement.

7. NEGATIVE COVENANTS

Until such time as the Loan is repaid in full the Borrower covenants and agrees that it will not, without the prior written consent of the Lender:

• (a) borrow any money from any person, firm, corporation, or other entity except the Lender.
• (b) issue any shares, units or other ownership interests in the entity to any person, firm, corporation or other entity;
• (c) mortgage or grant any security interest in the assets;
• (d) sell the Borrowers' assets to any person, firm, corporation or other entity;
• (e) transfer, pledge, assign or grant a security interest in any of the Borrower's assets; or
• (f) consent to the transfer of any shares, units or other ownership interests in the entity whatsoever to any person, firm, corporation or other entity except to the Lender.

8. EVENTS OF DEFAULT

Each of the following events shall constitute an event of default (an "Event of Default" or "Default") under this Agreement:

• (a) the non-payment of any principal, interest or other amount payable hereunder;
• (b) the commencement of proceedings for the dissolution, liquidation or winding-up of the Borrower or for the suspension of the operations of the Borrower, unless, in the opinion of the Lender, acting reasonably, the same is being actively and diligently contested by the Borrower in good faith by appropriate and timely proceedings:
• (c) if the Borrower ceases carrying on its business or makes a bulk sale of substantially all of its assets or if the Borrower is adjudged or declared bankrupt or insolvent or makes an assignment for the benefit of creditors, petitions or applies or allows the petition or application to any tribunal for the appointment of a receiver or trustee for it, or commences any proceedings relating to it under any reorganization. arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction whether now or hereafter in effect, or by any act indicates its consent to, approval of, or acquiescence in, any such proceeding commenced against it, or suffers the appointment of any such receiver or trustee;
• (d) if any representation or warranty made in this Agreement or in any instrument, certificate or letter furnished pursuant hereto by the Borrower or in any information furnished in writing to the Lender by the Borrower in contemplation of this Agreement is incorrect or misleading in any material respect;

• (e) if a writ, execution or attachment or similar process is issued or levied against all or substantially all of the property of the Borrower and such writ, execution, attachment or similar process is not released, bonded, satisfied, discharged, vacated or stayed within 10 days after the Borrower becomes aware of its entry, commencement or levy;

• (f) if an encumbrancer or lien holder takes possession of substantially all of the property of the Borrower, including without limitation the Property or a part thereof, or if execution or other similar process is enforced against such property and remains unsatisfied for such period as would permit such property to be sold thereunder, less 5 business days;

• (q) if Borrower is in default of any terms and conditions, obligations or covenants of the LOI;
• (h) if the Borrower is in default of any terms and conditions, obligations or covenants of this Agreement.

9. NOTICES

Unless otherwise specified herein all notices, requests, demands or other communications to or from the parties hereto shall be in writing and shall be personally delivered to and addressed as follows:

(i) if to the Lender - Kingsview Minerals Ltd.

580 Hornby St., Suite 510 Vancouver, BC, V6C 3B6

with a copy to:

Gary Handley, CEO - gary@venexcapital.com

(ii) if to the Borrower - 12185849 Canada Inc.

1780 Coyote Ridge Rd. Crystal Falls, Ontario P0H 1L0

with a copy to:

Steve Anderson, CEO - visionexploration@persona.ca

or at such other address as the parties hereto may designate by written notice to the other parties hereto. All deliveries required by this Agreement shall be made to the Borrower, or to the Lender, as the case may be, at the places specified in this Section for the delivery of notices, requests, demands or communications.

10. MISCELLANEOUS

• (a) Assignment. All covenants, agreements, representations and warranties made herein or in certificates delivered in connection herewith by or on behalf of the Borrower shall survive the execution of this Agreement, and shall continue in full force and effect so long as any indebtedness under this Agreement is outstanding and unpaid. This Agreement shall enure to the benefit of and shall be binding upon the Borrower and its successors and assigns and shall also enure to the benefit of and be binding upon the Lender and his heirs, executors and assigns. Except as provided herein, the Borrower may not assign any of its rights hereunder without the prior written consent of the Lender.
• (b) Amendment. This Agreement may only be amended, modified or supplemented by a written agreement signed by both Parties.
• (c) Severance. If a court of competent jurisdiction determines any provision of this Agreement to be wholly or partially unenforceable for any reason, such unenforceability does not affect the enforceability of the balance of this Agreement and all provisions of this Agreement are, if alternative interpretations are applicable, to be construed so as to preserve the Agreement's enforceability.
• (d) Entire Agreement. This Agreement expresses the entire agreement between the Parties pertaining to the subject matter hereof and is binding upon and enures to the benefit of the Parties and their respective successors.
• (e) Damages. In no event is either Party liable to the other Party for any consequential, indirect, punitive or special damages for breach of this Agreement.
• (f) Governing Law and Jurisdiction. This Agreement is governed by and to be construed according to the laws of the Province of British Columbia and the federal laws applicable therein, excluding its conflicts of laws provisions, and the courts of British Columbia have exclusive jurisdiction to entertain applications for injunctive relief and all other actions arising in connection with this Agreement.

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• $(g)$ Currency. Unless otherwise indicated, all dollar amounts referred to in this Agreement are in lawful currency of Canada.
• (h) Due Authority. Each Party represents and warrants that it has full power and authority to sign and deliver this Agreement and that this Agreement has been duly authorized, signed and delivered by it and constitutes its legal, valid and binding obligations enforceable in accordance with its terms, subject to (a) bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights, and (b) general principles of equity.
• (i) Participation. Each of the Parties acknowledges and agrees that it personally has participated in the preparation of this Agreement and that this Agreement is to be construed as if the Parties were joint authors and it will not be construed against one Party as if that Party were the sole or majority author of the Agreement. No doctrine or rule of contra proferentum will be applied to the interpretation of this Agreement.
• (j) Independent Legal Advice. Each of the Parties hereby acknowledges and agrees that:
• $(i)$ it has had an opportunity to obtain independent legal advice before entering into this Aareement:
• (ii) it fully understands the advantages and disadvantages of obtaining such independent legal advice:
• (iii) it understands the respective rights and obligations of the Parties under, and the nature and consequences of, this Agreement; and
• (iv) it is signing this Agreement voluntarily.
• (k) Counterpart Signing. This Agreement may be signed and delivered in counterparts, including facsimile or scanned PDF document, with the same effect as if both Parties had signed and delivered the same copy, each counterpart, facsimile or scanned PDF document shall be deemed an original instrument, and when each Party has signed and delivered a counterpart, all counterparts together constitute one and the same agreement.

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first set forth above.

KINGSVIEW MINERALS LTD.

Per:
Gary Handley, CEO & Director

12185849 CANADA INC.

Per: Steve Anderson, CEO & Director

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SCHEDULE C

Property Portfolio

Echum Project (the "Key Property")

Claims 544780 through 544787 (8 claims in total

Claims 587927 through 587973 (47 claims in total)

Centennial Project

Claim 230396	Claim 129121	Claim 338051
Claim 277652	Claim 118692	Claim 289840
Claim 552499	Claim 552500	Claim 555160
Lendrum Project
Claim 276166	Claim 295527	Claim 312121
Claim 276167	Claim 324836	Claim 295528
Claim 588264	Claim 210161	Claim 228989
Claim 119631	Claim 228988	Claim 221830
Claim 580408	Claim 588487	Claim 580409
Claim 566916	Claim 580410	Claim 580407
Claim 260307	Claim 232442	Claim 221714
Claim 152161	Claim 133950	Claim 156360
Claim 324999	Claim 258398	Claim 175798

Claim 258398 Claim 175798 Claim 269157 Claim 287947 Claim 336315 Claim 192626 Claim 159079 Claim 323444 Claim 165696 Claim 128620

Claim 287948

Claim 232443

Claim 320738

Claim 320737

Claim 296550

$5/$