Nevada Organic Phosphate Inc — M&A Activity 2022

Nov 22, 2022

DocuSign Envelope ID: 5543370C-1806-4C1D-9B9D-40EDA5F125B0

THIS AGREEMENT dated effective as of June 12, 2018

BETWEEN:

LKP SOLUTIONS INC., #408-150-24th St..West Vancouver, BC, V7V 4G8

(hereinafter referred to as “LKP)

OF THE FIRST PART

AND:

SILVER EAGLE MINES INC., of #408-150-24th St..West Vancouver, BC

V7V 4G8 (hereinafter called " SEM ")

OF THE SECOND PART

WHEREAS:

• a. LKP is a British Columbia reporting issuer;

• b. Pueblo Lithium Inc. (“PLI”), a British Columbia company, is a wholly owned subsidiary of LKP;

• c. Nevada Phosphate Inc. (“NVP”), is a wholly owned subsidiary of PLI;

• d. SEM, is a private British Columbia company; and

• e. LKP wishes to sell and transfer and SEM wishes to purchase 100% of the outstanding common shares of NVP.

NOW THEREFORE in consideration of the payment of $1.00 and other good and valuable consideration, the sufficiency of which is acknowledged, the parties hereto, agree each with the other, as follows:

1. LKP shall sell, and cause PLI to transfered to SEM, the common shares (the “NVP Shares”), representing 100% of the issued and outstanding shares of NPV for and in consideration of the payment of CDN$1.00.

2. The NPV Shares shall be transferred free and clear of all liens, charges, encuberances and interests of third parties.

3. The parties covenant and agree that all required corporate approvals shall have been received by the respective parties prior to closing (“Closing”).

4. Closing shall take place on or before 4:00 p.m. on June •, 2018 (the “Closing Date”) at #408-150-24[th] St., West Vancouver, BC V7V 4G8 or at such other time and place as the parties hereto may mutually agree to in writing.

5. This Agreement shall terminate and cease to be of further force and effect if Closing does not take place on or before the Closing Date.

6. From and after Closing, the parties agree to take all appropriate measures and actions as might be required to complete the transaction contemplated hereby

7. Time is of the essence hereof.

8. Any notice or other communication between either party under this Agreement will be deemed to be properly given when in writing and delivered by hand or mailed, postage prepaid, or sent by telefax, teletype or other means of electronic communication

DocuSign Envelope ID: 5543370C-1806-4C1D-9B9D-40EDA5F125B0

producing a printed copy but, for greater clarity, excluding communication by e-mail unless the other party acknowledges receipt of same in writing (“Electronic Communication”) on any business day to the intended recipient at its address first written above or to such other address or person as the other party may from time to time designate by notice or if sent by Electronic Communication to such telecommunication address as the respective parties may specify. Any notice delivered on a business day will be deemed conclusively to have been effectively given on the date notice was delivered. Any notice sent by prepaid registered mail will be deemed conclusively to have been effectively given on the third business day after posting; but if at the time of posting or between the time of posting and the third business day thereafter there is a strike, lockout or other labour disturbance affecting postal service, then the notice will not be effectively given unless delivered by hand or sent by Electronic Communication.

This agreement may be signed by the directors in as many counterparts as may be necessary, each of which so signed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding the date of execution shall be deemed to bear the date first above written.

IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first above written.

LKP SOLUTIONS INC. by its authorized signatory(ies)

Per:___

Patricia Purdy, Director

SILVER EAGLE MINES INC. by its authorized signatory(ies)

==> picture [89 x 37] intentionally omitted <==

Robin Dow, CEO

C:\Users\W7\Documents\PLP PARALEGAL GROUP LTD\DOW GROUP\COMPANIES\SILVER EAGLE\PURCHASE OF NEVADA PHOSPHATE INC\SEM LKP AGREE-Sale Of Shares-Short Form V5.Docx

2

DocuSign Envelope ID: 5543370C-1806-4C1D-9B9D-40EDA5F125B0

DIRECTORS RESOLUTIONS

OF SILVER EAGLE MINES INC.

(the “Company”)

RESOLVED THAT:

1. The Company approve and authorize the purchase of the issued and outstanding shares of Nevada Phosphate, Inc., on the terms and conditions set out in the purchase and sale agreement attached hereto as Schedule “A”.

2. the CEO or the Corporate Secretary be and they are hereby authorized on behalf of the Company to execute on behalf of the Company all documents required to complete the transaction as contemplated.

Effective date: June 12, 2018

Robin Dow

Kristine Dorward

==> picture [106 x 37] intentionally omitted <==

Michael Newman

DIRECTOR'S ABSTENTION FROM VOTING

I, Robin Dow, hereby abstain from voting on sale of the issued common shares of Nevada Phosphate, Inc., as a related party in the Agreement as set forth in the foregoing resolutions and affix my signature hereto solely to comply with the requirements of the Business Corporations Act ( British Columbia ) respecting disclosure to the board of directors my material interest, directly or indirectly, in the proposed motion, and abstention from directors’ consent resolutions.

Robin Dow

DIRECTOR'S ABSTENTION FROM VOTING

I, Kristine Dorward, hereby abstain from voting on sale of the issued common shares of Nevada Phosphate Inc., as a related party in the Agreement as set forth in the foregoing resolutions and affix my signature hereto solely to comply with the requirements of the Business Corporations Act ( British Columbia ) respecting disclosure to the board of directors my material interest, directly or indirectly, in the proposed motion, and abstention from directors’ consent resolutions.

==> picture [106 x 37] intentionally omitted <==

Kristine Dorward

DocuSign Envelope ID: 5543370C-1806-4C1D-9B9D-40EDA5F125B0

• 2 -

Schedule “A”

THIS AGREEMENT dated effective as of June 12, 2018

BETWEEN:

LKP SOLUTIONS INC., #408-150-24th St..West Vancouver, BC, V7V 4G8

(hereinafter referred to as “LKP)

OF THE FIRST PART

AND:

SILVER EAGLE MINES INC., of #408-150-24th St..West Vancouver, BC

V7V 4G8

(hereinafter called " SEM ")

OF THE SECOND PART

WHEREAS:

• a. LKP is a British Columbia reporting issuer;

• b. Pueblo Lithium Inc. (“PLI”), a British Columbia company, is a wholly owned subsidiary of LKP;

• c. Nevada Phosphate Inc. (“NVP”), is a wholly owned subsidiary of PLI;

• d. SEM, is a private British Columbia company; and

• e. LKP wishes to sell and transfer and SEM wishes to purchase 100% of the outstanding common shares of NVP.

NOW THEREFORE in consideration of the payment of $1.00 and other good and valuable consideration, the sufficiency of which is acknowledged, the parties hereto, agree each with the other, as follows:

1. LKP shall sell, and cause PLI to transfered to SEM, the common shares (the “NVP Shares”), representing 100% of the issued and outstanding shares of NPV for and in consideration of the payment of CDN$1.00.

2. The NPV Shares shall be transferred free and clear of all liens, charges, encuberances and interests of third parties.

3. The parties covenant and agree that all required corporate approvals shall have been received by the respective parties prior to closing (“Closing”).

4. Closing shall take place on or before 4:00 p.m. on June •, 2018 (the “Closing Date”) at #408-150-24[th] St., West Vancouver, BC V7V 4G8 or at such other time and place as the parties hereto may mutually agree to in writing.

5. This Agreement shall terminate and cease to be of further force and effect if Closing does not take place on or before the Closing Date.

6. From and after Closing, the parties agree to take all appropriate measures and actions as might be required to complete the transaction contemplated hereby

7. Time is of the essence hereof.

DR Auth purchase Nevada Phosphate

DocuSign Envelope ID: 5543370C-1806-4C1D-9B9D-40EDA5F125B0

• 3 -

• Any notice or other communication between either party under this Agreement will be deemed to be properly given when in writing and delivered by hand or mailed, postage prepaid, or sent by telefax, teletype or other means of electronic communication producing a printed copy but, for greater clarity, excluding communication by e-mail unless the other party acknowledges receipt of same in writing (“Electronic Communication”) on any business day to the intended recipient at its address first written above or to such other address or person as the other party may from time to time designate by notice or if sent by Electronic Communication to such telecommunication address as the respective parties may specify. Any notice delivered on a business day will be deemed conclusively to have been effectively given on the date notice was delivered. Any notice sent by prepaid registered mail will be deemed conclusively to have been effectively given on the third business day after posting; but if at the time of posting or between the time of posting and the third business day thereafter there is a strike, lockout or other labour disturbance affecting postal service, then the notice will not be effectively given unless delivered by hand or sent by Electronic Communication.

This agreement may be signed by the directors in as many counterparts as may be necessary, each of which so signed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding the date of execution shall be deemed to bear the date first above written.

IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first above written.

LKP SOLUTIONS INC. by its authorized signatory(ies)

Per:___

Patricia Purdy, Director

SILVER EAGLE MINES INC. by its authorized signatory(ies)

Robin Dow, CEO

DR Auth purchase Nevada Phosphate

DocuSign Envelope ID: 5543370C-1806-4C1D-9B9D-40EDA5F125B0

DIRECTORS RESOLUTIONS

OF

LKP SOLUTIONS INC.

(the “Company”)

RESOLVED THAT:

1. The Company approve and authorize the sale by Pueblo Lithium Inc., of the issued and outstanding shares of Nevada Phosphate, Inc., on the terms and conditions set out in the purchase and sale agreement attached hereto as Schedule “A”.

2. the Chief Executive Officer and the Corporate Secretary be and they are hereby authorized on behalf of the Company to execute on behalf of the Company all documents required to complete the transaction as contemplated.

3. The Company disseminate and file a news release announcing the agreement.

Effective date: June 12, 2018

ABSTAINED Robin Dow Patricia Purdy ABSTAINED Kristine Dorward Paul Pitman

DIRECTOR'S ABSTENTION FROM VOTING

I, Robin Dow, hereby abstain from voting on sale of the issued common shares of Nevada Phosphate, Inc., as a related party in the Agreement as set forth in the foregoing resolutions and affix my signature hereto solely to comply with the requirements of the Business Corporations Act ( British Columbia ) respecting disclosure to the board of directors my material interest, directly or indirectly, in the proposed motion, and abstention from directors’ consent resolutions.

==> picture [89 x 37] intentionally omitted <==

Robin Dow

DIRECTOR'S ABSTENTION FROM VOTING

I, Kristine Dorward, hereby abstain from voting on sale of the issued common shares of Nevada Phosphate Inc., as a related party in the Agreement as set forth in the foregoing resolutions and affix my signature hereto solely to comply with the requirements of the Business Corporations Act ( British Columbia ) respecting disclosure to the board of directors my material interest, directly or indirectly, in the proposed motion, and abstention from directors’ consent resolutions.

==> picture [105 x 37] intentionally omitted <==

Kristine Dorward

DocuSign Envelope ID: 5543370C-1806-4C1D-9B9D-40EDA5F125B0

• 2 -

Schedule “A”

THIS AGREEMENT dated effective as of June 12, 2018

BETWEEN:

LKP SOLUTIONS INC., #408-150-24th St..West Vancouver, BC, V7V 4G8

(hereinafter referred to as “LKP)

OF THE FIRST PART

AND:

SILVER EAGLE MINES INC., of #408-150-24th St..West Vancouver, BC

V7V 4G8

(hereinafter called " SEM ")

OF THE SECOND PART

WHEREAS:

• a. LKP is a British Columbia reporting issuer;

• b. Pueblo Lithium Inc. (“PLI”), a British Columbia company, is a wholly owned subsidiary of LKP;

• c. Nevada Phosphate Inc. (“NVP”), is a wholly owned subsidiary of PLI;

• d. SEM, is a private British Columbia company; and

• e. LKP wishes to sell and transfer and SEM wishes to purchase 100% of the outstanding common shares of NVP.

NOW THEREFORE in consideration of the payment of $1.00 and other good and valuable consideration, the sufficiency of which is acknowledged, the parties hereto, agree each with the other, as follows:

1. LKP shall sell, and cause PLI to transfered to SEM, the common shares (the “NVP Shares”), representing 100% of the issued and outstanding shares of NPV for and in consideration of the payment of CDN$1.00.

2. The NPV Shares shall be transferred free and clear of all liens, charges, encuberances and interests of third parties.

3. The parties covenant and agree that all required corporate approvals shall have been received by the respective parties prior to closing (“Closing”).

4. Closing shall take place on or before 4:00 p.m. on June •, 2018 (the “Closing Date”) at #408-150-24[th] St., West Vancouver, BC V7V 4G8 or at such other time and place as the parties hereto may mutually agree to in writing.

5. This Agreement shall terminate and cease to be of further force and effect if Closing does not take place on or before the Closing Date.

6. From and after Closing, the parties agree to take all appropriate measures and actions as might be required to complete the transaction contemplated hereby

7. Time is of the essence hereof.

DR Auth saleNevada Phosphate

DocuSign Envelope ID: 5543370C-1806-4C1D-9B9D-40EDA5F125B0

• 3 -

• Any notice or other communication between either party under this Agreement will be deemed to be properly given when in writing and delivered by hand or mailed, postage prepaid, or sent by telefax, teletype or other means of electronic communication producing a printed copy but, for greater clarity, excluding communication by e-mail unless the other party acknowledges receipt of same in writing (“Electronic Communication”) on any business day to the intended recipient at its address first written above or to such other address or person as the other party may from time to time designate by notice or if sent by Electronic Communication to such telecommunication address as the respective parties may specify. Any notice delivered on a business day will be deemed conclusively to have been effectively given on the date notice was delivered. Any notice sent by prepaid registered mail will be deemed conclusively to have been effectively given on the third business day after posting; but if at the time of posting or between the time of posting and the third business day thereafter there is a strike, lockout or other labour disturbance affecting postal service, then the notice will not be effectively given unless delivered by hand or sent by Electronic Communication.

This agreement may be signed by the directors in as many counterparts as may be necessary, each of which so signed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding the date of execution shall be deemed to bear the date first above written.

IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first above written.

LKP SOLUTIONS INC. by its authorized signatory(ies)

Per:___

Patricia Purdy, Director

SILVER EAGLE MINES INC. by its authorized signatory(ies)

Robin Dow, CEO

DR Auth saleNevada Phosphate