Mandeville Ventures Inc. — M&A Activity 2023

Sep 8, 2023

SECOND AMENDMENT TO THE LETTER AGREEMENT

AMENDMENT (this “ Second Amendment ”), dated September 1, 2023, to the letter agreement dated June 13, 2023 among Mandeville Ventures Inc. and Sumer Resources Inc., as amended. Capitalized terms used but not defined herein shall have the meaning assigned to such term in the Letter Agreement.

WHEREAS, the parties hereto originally entered into the Letter Agreement on June 13, 2023;

AND WHEREAS the Letter Agreement was amended by amendment dated August 4, 2023 to extend the due diligence investigation period contained in the Letter Agreement (the “ First Amendment ”);

AND WHEREAS the parties wish to further amend the Letter Agreement to further extend the due diligence investigation period and the period for the execution of a definitive agreement as contained in the Letter Agreement; and

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties to the Letter Agreement hereby agree as follows:

1. Each reference to the date “September 1, 2023” contained in Section 21 of the Letter Agreement is hereby deleted and replaced with “October 2, 2023”.

2. Except as expressly modified by this Second Amendment, all of the terms and conditions of the Letter Agreement shall remain in full force and effect. In the event of a conflict between the terms of the Letter Agreement and this Second Amendment, the provisions of this Second Amendment shall prevail. This Second Amendment may be executed in counterparts, and any party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. This Second Amendment shall become effective when each party hereto shall have received a counterpart hereof signed by the other parties hereto. The parties agree that the delivery of this Second Amendment may be effected by means of an exchange of electronic or facsimile signatures.

[Signature page follows]

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IN WITNESS WHEREOF, each party hereto has caused this Second Amendment to be duly executed by its duly authorized officer or representative as of the date first above written.

MANDEVILLE VENTURES INC.

By: (signed) “Dean Hanisch” Name: Dean Hanisch Title: President and Chief Executive Officer

SUMER RESOURCES INC.

By: (signed) “Arnoldus Brand” Name: Arnoldus Brand Title: Executive Chairman