Newpath Resources Inc. — Regulatory Filings 2021

Jan 6, 2021

INDEPENDENT CONSULTANT AGREEMENT

THIS INDEPENDENT CONSULTANT AGREEMENT (this “ Agreement ”) is dated as of the ___ day of ______, 2020. 10 December

BETWEEN:

READY SET GOLD CORP. (FORMERLY OMNI COMMERCE

CORP.) , a corporation with a business address at Suite 1201 – 1166 Alberni Street, Vancouver, British Columbia V6E 3Z3

(email: john@veltheer.com) [Redacted - Email Address])

(the “ Company ”)

AND :

CHRISTIAN SCOVENNA , an individual having an address for delivery at 29 White Oak Boulevard, Etobicoke, Ontario M8X 1H8 [Redacted - Address]

(email: cscovenna@gmail.com) [Redacted - Email Address])

(the “ Consultant ”)

WHEREAS :

A. The Company is engaged in the business of identifying and exploring mineral properties (the “ Business of the Company ”);

B. The Company wishes to retain the Consultant to provide, and the Consultant wishes to provide, certain services to the Company as Chief Executive Officer (“ CEO ”) and as a director of the Company on the terms and conditions set out in this Agreement, and effective as of the date set forth herein (the “ Effective Date ”);

NOW THEREFORE , in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Consultant (each, a “ Party ” and, together, the “ Parties ”) covenant and agree as follows:

1. SERVICES TO BE PROVIDED

• 1.1. Commencing on the Effective Date, the Consultant will provide services to the Company in the positions of CEO and director and will perform the duties set out in Schedule A to this Agreement and will perform the duties set out in Schedule “A” to this Agreement and such other duties as are normally performed by the CEO of a company and by which the Consultant knows or ought to know are necessary to ensure that the best interests of the Company are maintained (collectively, the “ Services ”).

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• 1.2. The Consultant will report to the board of directors of the Company (the “ Board ”) and will keep the Board informed of all matters concerning the Services as requested by the Board from time to time.

• 1.3. The Consultant will perform the Services to the level of competence and skill reasonably expected from persons with skills and experience similar to that of the Consultant.

• 1.4. The Consultant will faithfully, honestly and diligently serve the Company, use the Consultant’s best efforts to promote the best interests of the Company and co-operate with the Company, and utilize maximum professional skill and care to ensure that the Services are rendered to the satisfaction of the Company.

• 1.5. The Consultant will comply with all applicable rules, laws, regulations and policies having application to the carrying out and performance of the Consultant’s obligations under this Agreement.

2. INDEPENDENT CONSULTANT RELATIONSHIP

• 2.1. It is expressly agreed that the Consultant’s relationship with the Company is that of an independent contractor in performing the Services under this Agreement, and nothing in this Agreement is intended to, or shall be construed to, create a partnership, agency, joint venture, employment or similar relationship between the Consultant and the Company.

• 2.2. The Consultant will not be entitled to any of the benefits that the Company may make available to its employees from time to time, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits. The Company will not pay any contribution to any pension plan, employment insurance or withholding taxes, nor provide any other contributions or benefits, which might be expected in an employeremployee relationship on behalf of the Consultant.

• 2.3. The Consultant is solely responsible for, and will file on a timely basis, all tax returns and payments required to be filed with or made to any federal, provincial, state or local tax authority with respect to the performance of the Services and the consideration therefor under this Agreement.

• 2.4. The Company will reimburse the Consultant at the end of each fiscal quarter, for all expenses properly and reasonably incurred by the Consultant and approved in advance by the Board for the purpose of performing the Services in accordance with the terms of this Agreement, including, but not limited to, expenses reasonably incurred in connection with the Consultant’s health, disability or life insurance. Such expenses will be reimbursed quarterly upon the Consultant providing the Company with an itemized invoice together with original receipts or invoices.

• 2.5. The Consultant represents and warrants that the Consultant has the right to provide the Services to the Company without violation of obligations to others and that any advice, information and documents given by the Consultant to the Company under this Agreement may be used fully and freely by the Company, unless otherwise so

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designated orally or in writing by the Consultant at the time of communication of such information.

3. CONSIDERATION FOR SERVICES

• 3.1. As consideration for the provision of the Services by the Consultant, the Company and the Consultant agree to the compensation set out in in Schedule B attached hereto.

4. TERM AND TERMINATION

• 4.1. This Agreement will commence on the Effective Date and will continue indefinitely unless terminated in accordance with Section 4.2.

• 4.2.

• Notwithstanding Section 4.1, this Agreement may be terminated at any time by:

• (a) the Parties by mutual agreement;

• (b) either Party by giving at least thirty (30) days advance notice in writing to the other Party; or

• (c) by the Company without notice in the event that the Consultant: (i) breaches any term of this Agreement, (ii) neglects the Services or any other duty to be performed by the Consultant under this Agreement, (iii) engages in any conduct which is dishonest, or damages the reputation or standing of the Company, (iv) is convicted of any criminal act, (v) engages in any act of moral turpitude, (F) files a voluntary petition in bankruptcy, or (vi) is adjudicated as bankrupt or insolvent.

• 4.3. Upon termination of this Agreement for any reason, the Consultant shall promptly deliver the following in accordance with the directions of the Company:

• (a) all documents pertaining to the Company or this Agreement, including, but not limited to, all Confidential Information (as defined herein), books of account, correspondence and contracts; and

• (b) all equipment and any other property belonging to the Company.

• 4.4. The definitions contained in this Agreement and the rights and obligations contained in this Section 4 and in Sections 5 and 6 will survive any termination or expiration of this Agreement.

5. CONFIDENTIALITY

• 5.1. For the purposes of this Agreement, “ Confidential Information ” means information, whether or not originated by the Consultant, that relates to the business or affairs of the Company, its affiliates, clients, or suppliers and is confidential or proprietary to, about or created by the Company, its affiliates, clients or suppliers (whether or not reduced to writing or designated or marked as confidential), including, but not limited to, the following:

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• (a) any technical and non-technical information related to the Company’s business and current, future and proposed products and services of the Company, including, without limitation, Company Innovations (as defined herein), Company Property (as defined herein) and all business and financial information, marketing and strategic plans, equipment details, software programs, manuals, maps, customer and client lists, employee information, supplier information, analyses, reports, technologies, processes and operations, compilations, forecasts, studies, lists, summaries, notes, designs, formulae, innovations, techniques, data, patents and trade secrets of the Company, as well as the present and contemplated products, techniques and other services evolved or to be used by the Company;

• (b) any information of or regarding the Company and its business which is not readily publicly available;

• (c) work product resulting from or related to work or projects performed, or to be performed, for the Company or its affiliates, including, but not limited to, the methods, processes, procedures, analysis, techniques and audits used in connection therewith;

• (d) any intellectual property contributed to the Company, and any other technical and business information of the Company and its affiliates which is of a confidential, trade secret and/or proprietary character;

• (e) information belonging to third parties or which is claimed by third parties to be confidential or proprietary and which the Company has agreed to keep confidential; and

• (f) any other information that becomes known to the Consultant as a result of this Agreement or the services performed hereunder, including information received by the Company from others, that the Consultant, acting reasonably, believes is confidential information or that the Company takes measures to protect.

• 5.2. The Consultant’s obligations under this Section 5 do not apply to any Confidential Information that the Consultant can demonstrate: (i) was in the public domain at or subsequent to the time the Confidential Information was communicated to the Consultant by the Company through no fault of the Consultant; (ii) was rightfully in the Consultant’s possession free of any obligation of confidence at or subsequent to the time the Confidential Information was communicated to the Consultant by the Company; or (iii) was independently developed by the Consultant without use of, or reference to, any Confidential Information communicated to the Consultant by the Company. A disclosure of any Confidential Information by Consultant in response to a valid order by a court or other governmental body or as otherwise required by law will not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes, provided, however, that the Consultant provides prompt prior written notice thereof to the Company to enable the Company to seek a protective order or otherwise prevent the disclosure.

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• 5.3. The Consultant acknowledges that the Confidential Information is a valuable and unique asset of the Company and that the Confidential Information is and will remain the exclusive property of the Company. The Consultant agrees to maintain securely and hold in strict confidence all Confidential Information received, acquired or developed by the Consultant or disclosed to the Consultant as a result of or in connection with the Services. The Consultant agrees that, both during and after the termination of this Agreement, the Consultant will not, directly or indirectly, divulge, communicate, use, copy or disclose or permit others to use, copy or disclose, any Confidential Information to any person, except as such disclosure may be consented to by prior written authorization of the Board.

• 5.4. The Consultant may use the Confidential Information solely to perform the Services for the benefit of Company. The Consultant shall treat all Confidential Information with the same degree of care as the Consultant accords to the Consultant’s own confidential information, but in no case shall the Consultant use less than reasonable care. The Consultant shall immediately give notice to the Company of any unauthorized use or disclosure of the Confidential Information. The Consultant shall assist the Company in remedying any unauthorized use or disclosure of the Confidential Information.

• 5.5. All Confidential Information and any materials and items (including, without limitation, software, equipment, tools, artwork, documents, drawings, papers, diskettes, tapes, models, apparatus, sketches, designs and lists) that the Company furnishes to the Consultant, whether delivered to the Consultant by the Company or made by the Consultant in the performance of the Services, and whether or not they contain or disclose Confidential Information (collectively, the “ Company Property ”), are the sole and exclusive property of the Company or the Company’s affiliates, suppliers or customers. The Consultant agrees to keep all Company Property at the Consultant’s premises unless otherwise permitted in writing by the Company, and will treat the Company Property with the same degree of care as the Consultant treats its own property, but in no case shall the Consultant use less than reasonable care. Within five (5) days after any request by the Company, the Consultant shall destroy or deliver to the Company, at the Company’s option: (i) all Company Property and (ii) all materials and items in the Consultant’s possession or control that contain or disclose any Confidential Information. The Consultant will provide the Company a written certification of the Consultant’s compliance with the Consultant’s obligations under this Section 5.5.

• 5.6. The Consultant represents and warrants that the Consultant has not used and will not use, while performing the Services, any materials or documents of another company which the Consultant is under a duty not to disclose. The Consultant understands that, while performing the Services, the Consultant shall not breach any obligation or confidence or duty the Consultant may have to any current or former client or employer. The Consultant represents and warrants that it will not, to the best of the Consultant’s knowledge and belief, use or cause to be incorporated in any of the Consultant’s work product, any data software, information, designs, techniques or know-how which the Consultant or the Company does not have the right to use.

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• 5.7. The Consultant will indemnify and hold harmless the Company from and against any and all third party claims, suits, actions, demands and proceedings against the Company and all losses, costs, damages, expenses, fees and liabilities related thereto arising out of or related to: (i) an allegation that any item, material or other deliverable delivered by the Consultant under this Agreement infringes any intellectual property rights or publicity rights of a third party, (ii) an alleged breach by the Consultant of any agreement between the Consultant and any third party, or (iii) any negligence by the Consultant or any other act or omission of the Consultant, including, without limitation, any breach of this Agreement by the Consultant.

6. GENERAL

• 6.1. This Agreement contains the entire Agreement and obligation between the Parties with respect to its subject matter. No amendment to this Agreement will be valid or effective unless in writing and signed by both Parties.

• 6.2. The Consultant acknowledges that the restrictions contained in Section 5 are, in view of the nature of the Business of the Company, reasonable and necessary to protect the legitimate interests of the Company, that the Company would not have entered into this Agreement in the absence of such restrictions and that any violation of any provision of those Sections could result in irreparable injury to the Company. The Consultant agrees that, in the event it violates any of the restrictions referred to in Section 5, the Company shall be entitled to such injunctive relief or other remedies at law or in equity which the Court deems fit.

• 6.3. The Consultant expressly acknowledges that this Agreement is reasonable and valid in all respects and irrevocably waives (and irrevocably agrees not to raise) as a defence any issue of reasonableness in any proceeding to enforce any provision of this Agreement, the intention of the Parties being to provide for the legitimate and reasonable protection of the interests of the Company by providing, without limitation, for the broadest scope, the longest duration and the widest territory allowable by law.

• 6.4. The Consultant agrees to indemnify the Company from all losses, claims, actions, damages, assessments or demands (including reasonable legal fees and expenses) which result from negligent acts or omissions of the Consultant in providing the Services.

• 6.5. Any notice, request, demand or other communication hereunder shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (i) by personal delivery, when actually delivered; (ii) by overnight courier, upon written verification of receipt; (iii) by email, when sent, if sent during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth on the first page of this Agreement or to such other address as either Party may advise the other in writing from time to time in accordance with this Section 6.5.

• 6.6. Each Party will be responsible for all of its own expenses, legal and other professional fees, disbursements, and all other costs incurred in connection with the negotiation,

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preparation, execution and delivery of this Agreement and all documents and instruments relating hereto. The Parties agree that they have had adequate opportunity to seek independent legal advice with respect to the subject matter of this Agreement and have either obtained such advice or consciously chosen not to do so with full knowledge of the risks associated with not obtaining such legal advice.

• 6.7. If any provision of this Agreement, including as to term or geographical area, is held to be illegal, invalid or unenforceable under present or future laws by any court of competent jurisdiction, such illegality, invalidity or unenforceability shall not affect the legality, enforceability or validity of any other provisions of this Agreement or of the same provision as applied to any other fact or circumstance, and such illegal, unenforceable or invalid provision shall be modified to the minimum extent necessary to make such provision legal, valid or enforceable.

• 6.8.

• Time shall be of the essence of this Agreement.

• 6.9. The Consultant may not sell, assign or transfer any rights or interests created under this Agreement or delegate any of the Consultant’s duties without the prior written consent of the Company.

• 6.10. The headings in this Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement. Wherever the singular or masculine or neuter is used in this Agreement, the same shall be construed as meaning the plural or feminine or a body politic or corporate and vice versa where the context so requires.

• 6.11. This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia, and the federal laws of Canada applicable therein, and each Party irrevocably submits to the exclusive jurisdiction of courts of competent jurisdiction in the Province of British Columbia.

• 6.12. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument. Counterparts may be executed either in original or electronic form and the Parties agree that any signature delivered by electronic transmission will be deemed to be the original signature of the delivering Party.

  • [ THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK ]

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IN WITNESS WHEREOF , the Parties have signed this Agreement as of the day and year first written above.

OMNI COMMERCE CORP.

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SCHEDULE A

SERVICES

Capitalized terms used but not otherwise defined in this Schedule A have the meaning ascribed thereto in the Independent Consultant Agreement (the “ Agreement ”) of which this Schedule A forms part.

The Services to be provided under the Agreement are as follows:

• (a) Acting as CEO of the Company, and performing the services ordinarily performed by CEOs of companies comparable in size, scope and business to the Company; and

• (b) Other tasks that may be assigned from time to time by the Board.

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SCHEDULE B

COMPENSATION

Capitalized terms used but not otherwise defined in this Schedule B have the meaning ascribed thereto in the Independent Consultant Agreement (the “ Agreement ”) of which this Schedule B forms part.

Compensation payable under the Agreement will be comprised of the following:

• (a) a cash signing bonus in the amount of $30,000 payable to the Consultant within ten business days of the date of the Agreement;

• (b) an annual base salary (the “ Annual Base Salary ”) of $120,000.00 payable in 12 equal monthly installments of $10,000.00, plus 13% HST. The Annual Base Salary will be reviewed annually by the Board unless such review is otherwise delegated to the Compensation Committee of the Company (the “ Compensation Committee ”), if and when later established; and

• (c) the Consultant shall also be eligible for an annual cash bonus of up to 25% of the Annual Base Salary in effect from time to time (the “ Annual Cash Bonus ”). The Annual Cash Bonus will be assessed on an annual basis by the Board acting reasonably and in good faith and may be awarded by the Board in its sole discretion and, if applicable, on the review and recommendation of the Compensation Committee, having regard to the Consultant’s performance against an annual operational plan (each, an “ Annual Plan ”) prepared by the Consultant. Each Annual Plan shall be submitted to the Board on or before each anniversary date of this Agreement (each, an “ Anniversary Date ”) until such time as this Agreement is terminated in accordance with its terms, with the first Annual Plan to be submitted to the Board within 14 days of the Effective Date. Payment of an Annual Cash Bonus, if applicable in any year, will be made no later than three (3) weeks after each Anniversary Date. In the event that there are certain milestone bonuses included in any Annual Plan (each, a “ Milestone Bonus ”) that were not achieved when this Agreement is terminated for any reason, the Consultant’s entitlement to such Milestone Bonuses shall immediately be cancelled.

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