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Lancaster Resources Inc. Capital/Financing Update 2021

Dec 18, 2021

47911_rns_2021-12-17_b691336c-3687-4a5f-a55c-87ab389a70f1.pdf

Capital/Financing Update

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AMENDMENT TO WARRANT INDENTURE

The undersigned hereby agree to amend the warrant indenture between them dated December 8, 2020 (the “ Warrant Indenture ”), as follows:

  1. The definition of the term “Exercise Price” in Section 1.1 of the Warrant Indenture is hereby amended by deleting the phrase “$0.20 per Common Share” and replacing it with the phrase “$0.14 per Common Share”, with any subsequent references to the Exercise Price (or the dollar value thereof) adjusted accordingly.

  2. The definition of the term “Expiry Date” in Section 1.1 of the Warrant Indenture is hereby amended by deleting the phrase “twelve (12) months” from the closing date of the Corporation’s initial public offering and replacing it with the phrase “eighteen (18) months”.

  3. All other provisions of the Warrant Indenture remain unchanged and, except as amended hereby, the Warrant Indenture remains in full force and effect.

  4. Capitalized terms used but not defined in this amendment shall have the meanings ascribed to such terms in the Warrant Indenture.

  5. Where terms and conditions of this amendment differ from or are inconsistent with the terms and conditions of the Warrant Indenture, the terms and conditions of this amendment shall supersede.

  6. 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.

  7. This amendment may be executed and delivered in counterparts and by electronic transmission, each of which shall constitute an original and all of which together shall form one document.

This amendment is dated effective December 15, 2021.

NEONMIND BIOSCIENCES INC.

ENDEAVOR TRUST CORPORATION

Per:

Per:

/s/ “ Rob Tessarolo ” /s/ “ David Eppert

Rob Tessarolo, CEO

David Eppert, CEO