MAXUS MINING INCORPORATED — Share Issue/Capital Change 2025

Apr 17, 2025

Docusign Envelope ID: E600E01D-5E81-4CA4-864E-829D22770337

POOLING AGREEMENT

THIS AGREEMENT is dated for reference April 8, 2025 (the "Effective Date") and made

AMONG:

MAXUS MINING INC., a company incorporated under the laws of the province of British Columbia, having an address at 250 - 997 Seymour Street, Vancouver, BC V6B 3M1

(the "Issuer")

AND:

THOSE SHAREHOLDERS OF THE ISSUER who have executed Schedule "A" hereto and are therefore made a party to this Agreement

(individually the "Shareholder" and collectively, the "Shareholders")

WHEREAS:

A. Each Shareholder owns the securities of the Issuer listed opposite its name in Schedule "A" hereto (the "Pooled Shares"); and
B. the Shareholders have agreed to pool the Pooled Shares on the terms and conditions as set forth herein.

NOW THEREFORE in consideration of the covenants contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which is acknowledged), the parties hereto agree as follows:

1. Placement of Shares in Pool

1.1 The Shareholders hereby agree to the pooling of all the Pooled Shares, and the Shareholders shall not directly or indirectly sell, assign, transfer, pledge, mortgage, or otherwise dispose of or encumber any legal or beneficial interest in the Pooled Shares or any portion thereof until such time as the Pooled Shares are released from this Agreement.
1.2 The Shareholders agree that the Pooled Shares will be released from this Agreement in accordance with the release schedule set out in Schedule "B" hereto.
1.3 The Shareholders agree to the placing of legends on any Pooled Shares so as to give effect to the pooling of the Pooled Shares contemplated hereby.
1.4 If any of the releases of the Pooled Shares pursuant to the table set forth in Schedule "B" would require the release of a fractional share, such fractional share shall be rounded down to the nearest whole number and the balance of the unreleased Pooled Shares as of the final release date referred to in Schedule "B" shall be released with such final instalment, notwithstanding that such release might not be equal with the preceding instalments.

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Docusign Envelope ID: E600E01D-5E81-4CA4-864E-829D22770337

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• Voting of Shares in Pool

2.1 The Shareholders may exercise all voting rights attached to the Pooled Shares held by them.

1. Waiver of Shareholder’s Rights

3.1 The Shareholders waive no rights attached to the Pooled Shares held by them, except the right to sell or otherwise transfer the Pooled Shares as set out in Section 1.1 of this Agreement.

1. Further Assurances

4.1 The Parties shall execute and deliver any documents and perform any acts necessary to carry out the intent of this Agreement.

1. Time

5.1 Time is of the essence of this Agreement.

1. Governing Laws

6.1 This Agreement shall be construed in accordance with and governed by the laws of British Columbia and the laws of Canada applicable in British Columbia.

1. Counterparts

7.1 This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which shall constitute one agreement. This Agreement, when executed by any Shareholder in the space opposite their name in Schedule “A” hereto shall, if also signed by the Issuer, constitute a binding agreement between such shareholder and the Issuer notwithstanding that it may not be signed by one or more of the other shareholders.

1. Amendment and Waiver

8.1 This Agreement may be amended, waived, discharged or terminated as between the Company and any particular Shareholder only if agreed to in writing and signed by the Company and such shareholder. For greater certainty, this Agreement may be amended, waived, discharged or terminated as between the Company and a particular Shareholder without affecting the rights or obligations of any other Shareholder that is a party hereto.

1. Language

9.1 Wherever a singular expression is used in this Agreement, that expression is deemed to include the plural or the body corporate where required by the context.

1. Enurement

10.1 This Agreement enures to the benefit of and is binding on the parties and their heirs, executors, administrators, successors and permitted assigns.

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Docusign Envelope ID: E600E01D-5E81-4CA4-864E-829D22770337

10.2 The parties acknowledge and agree that this Agreement may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature.

The Parties have executed and delivered this Agreement as of the date of reference of this Agreement.

MAXUS MINING INC.

Per: /s/ Ranbir Kalan
Authorized Signatory

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Docusign Envelope ID: E600E01D-5E81-4CA4-864E-829D22770337

SCHEDULE "A"

COUNTERPART SIGNATURE PAGE / SHARES SUBJECT TO POOLING

This Schedule "A" is incorporated by reference and deemed to form part of this Agreement dated as of the Effective Date.

Name of Shareholder	Number of Pooled Shares	Signature of Shareholder or Authorized Signatory of Shareholder
1399628 B.C. Ltd.	400,000	"signed"

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Docusign Envelope ID: E600E01D-5E81-4CA4-864E-829D22770337

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SCHEDULE "A"

COUNTERPART SIGNATURE PAGE / SHARES SUBJECT TO POOLING

This Schedule "A" is incorporated by reference and deemed to form part of this Agreement dated as of the Effective Date.

Name of Shareholder	Number of Pooled Shares	Signature of Shareholder or Authorized Signatory of Shareholder
CK Strategies Inc.	400,000	"signed"

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Docusign Envelope ID: E600E01D-5E81-4CA4-864E-829D22770337

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SCHEDULE "A"

COUNTERPART SIGNATURE PAGE / SHARES SUBJECT TO POOLING

This Schedule "A" is incorporated by reference and deemed to form part of this Agreement dated as of the Effective Date.

Name of Shareholder	Number of Pooled Shares	Signature of Shareholder or Authorized Signatory of Shareholder
MSP Consulting Inc.	400,000	"signed"

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Docusign Envelope ID: E600E01D-5E81-4CA4-864E-829D22770337

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SCHEDULE "A"

COUNTERPART SIGNATURE PAGE / SHARES SUBJECT TO POOLING

This Schedule "A" is incorporated by reference and deemed to form part of this Agreement dated as of the Effective Date.

Name of Shareholder	Number of Pooled Shares	Signature of Shareholder or Authorized Signatory of Shareholder
Hitch Consulting Inc.	200,000	"signed"

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Docusign Envelope ID: E600E01D-5E81-4CA4-864E-829D22770337

SCHEDULE "B"

RELEASE TABLE

Release Date(s)	Amount of Pooled Shares to be Released
The date on which the common shares of the Issuer are listed on a Canadian securities exchange (the “Listing Date”)	10% of the Pooled Shares
6 months after the Listing Date	15% of the Pooled Shares
12 months after the Listing Date	15% of the Pooled Shares
18 months after the Listing Date	15% of the Pooled Shares
24 months after the Listing Date	15% of the Pooled Shares
30 months after the Listing Date	15% of the Pooled Shares
36 months after the Listing Date	15% of the Pooled Shares