Maritime Resources Corp. — M&A Activity 2023

Aug 2, 2023

AMENDMENT AGREEMENT TO SHARE PURCHASE AGREEMENT

THIS AMENDMENT AGREEMENT dated as of the 27^th day of July, 2023.

BETWEEN:

SIGNAL GOLD INC., a company existing under the laws of the Province of Ontario;

(the "Vendor")

AND

MARITIME RESOURCES CORP., a company existing under the laws of the Province of British Columbia:

(the "Purchaser")

WHEREAS the Parties entered into a Share Purchase Agreement dated as of June 16, 2023 (the "Purchase Agreement") pursuant to which, among other things, the Vendor has agreed to sell, assign, transfer and convey to the Purchaser and the Purchaser has agreed to purchase from the Vendor the Purchased Shares;

AND WHEREAS the Parties wish to amend the Purchase Agreement upon the terms and conditions set forth herein.

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties hereto, the Parties mutually agree as follows:

$1$ Definitions

Any capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Purchase Agreement.

$2.$ Amendment to Purchase Agreement

The definition of "Outside Date" is hereby deleted in its entirety and replaced with the following definition:

""Outside Date" means August 15, 2023, or such other date as the Vendor and the Purchaser may agree upon in writing."

$3₁$ General

Each of the Parties represents and warrants to each of the other Parties that it has taken $(a)$ all necessary action to authorize the creation, execution, delivery and performance of this Amendment Agreement, and this Amendment Agreement has been duly executed by such Party, as required, and when delivered, will be a legal, valid and binding obligation of such Party, enforceable in accordance with its terms and with the terms of the Purchase Agreement.

• $(b)$ This Amendment Agreement is to be read together with and form part of and shall have the same effect as though incorporated in the Purchase Agreement for all purposes.
• $(c)$ Except as otherwise amended or altered by this Amendment Agreement, the provisions of the Purchase Agreement shall be and continue in full force and effect and are hereby confirmed.
• $(d)$ This Amendment Agreement shall enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.
• $(e)$ This Amendment Agreement may not be assigned by a Party without the prior written consent of the other Party.
• $(f)$ This Amending Agreement is governed by and will be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each Party irrevocably attorns to the exclusive jurisdiction of the courts of Ontario with respect to any matter arising under or relating to this Amending Agreement.
• $(g)$ Time is of the essence in this Amendment Agreement.
• $(h)$ This Amendment Agreement may be executed in one or more counterparts, and by the Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment Agreement by PDF shall be effective as delivery of a manually executed counterpart of this Amendment Agreement.

[Signature page follows]

__________________________ (signed) "Kevin Bullock"

Nam Titl

:___________________________ (signed) "Garett Macdonald"