Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Nickel North Exploration Corp. M&A Activity 2024

Dec 23, 2024

46055_rns_2024-12-23_c139ad6b-4fd1-42a2-bb74-83dc02ab32e6.pdf

M&A Activity

Open in viewer

Opens in your device viewer

OPTION AGREEMENT

Made as ofDecember 10, 2024

Between

1844 RESOURCES INC. (the "Optionee")

and

NICKEL NORTH EXPLORATION CORP, (the "Optionor")

RECITALS1
ARTICLE
1 DEFINITIONS
AND
INTERPRETATION
2
Section
1.1 Definitions
2
1.2 Interpretation
Section
9
1.3 Consideration11
Section
1.4 Schedules
Section
11
ARTICLE
2 REPRESENTATIONS,
WARRANTIES
COVENANTS
AND
OF
THE
OPTIONOR
11
Warranties11
Section
Representations
and
2.1
Covenants14
Section
2.2
ARTICLE
3 REPRESENTATIONS
AND
WARRANTIES
AND
COVENANTS
OF
THE
OPTIONEE15
Section
3.1 Representations
Warranties15
and
Section
Covenants16
3,2
OPTIONS
ARTICLE
GRANT
OF
4
17
Option
Section
4.1 First
17
Option18
Section
4.2
Second
Section
Exploration
Expenditures
4.3
18
Registration18
Section
4.4
ARTICLE
5 EXERCISE
OF
OPTIONS
OR
ISSUANCE
OPTIONOR
SHARES
OF
19
Option19
Section
5.1 First
Option19
Section
Second
5.2
6 INDEMNITY
ARTICLE
20
Indemnity20
Section
6.1 Representations,
Warranties
and
Covenants
Survival
Section
6.2
20
7 RIGHTS
ARTICLE
20
of
Entry20
Section
7.1 Right
Abandomnent21
Section
7.2
TERMINATION
ARTICLE
8 DEFAULT
AND
21
Option
Section
8.1 First
21
Option21
Section
Second
8.2
Date22
Section
Outside
8.3
Termination22
Section
Obligations
Upon
8.4
ARTICLE
NOTICES
9
22
9.1 Notice
in Writing
Section
22
Delivery
Section
9.2
23
Section
Delivery
Non-Business
Day
9.3
on
24
of
Section
9.4
Disruption
Postal
Service
24
Section
Request
Paper
Copy
9.5
for
24
ARTICLE
10 GENERAL
24
Section
10.1 Force
Majcure
24
Section
Assignment
10.2
24
of
Section
10.3 Nature
Option
25
10.4 Confidential
Information
Section
25
Section
10.5 Waivers
26
10.6 Taxes
Section
26
Section
Payment
Currency
10.7
26
Section
10.8 Further
Assurances
26
Enurement
Section
10.9
27
Section
Governing
Law
Submission
Jurisdiction
10.10
and
to
27
Section
No
Partnership
10.11
27
Section
No
Modification
10.12
27
Section
Rule
Against
Perpetuities
10.13
27
Section
Conflict
10.14
27
ofEssence
Section
Time
10.15
27
Section
Entire
Agreement
10.16
28
Section
Severability
10.17
28
Section
Remedies
Cumulative
10.18
28
Amendments
Section
10.19
28
Section
Counterparts
10.20
28
Electronic
Section
Delivery
Transmission
by
10.21
28
Section
Independent
Legal
Advice
10.22
28
Section
Legal
Other
Fees
and
10.23
29
Section
Prospectus
Exemption
10.24
29

Schedule A - Property Description Schedule B - Conversion ofPayments to Optionor Shares Schedule C - NSR Royalty

OPTION AGREEMENT

This Agreement is made as ofDecember 10, 2024, between

1844 RESOURCES INC.,

a corporation incorporated pursuant to the laws of the Province of British Columbia and having an office for mailing at Suite 602, 224 - 4th Avenue South, Saskatoon, Saskatchewan, S7K 5M5

(the "Optionee")

and

NICKEL NORTH EXPLORATION CORP,

a corporation incorporated pursuant to the laws of the Province of British Columbia and having an office for mailing at #1488 - 1188 West Georgia Street, Vancouver, British Columbia, V6E 4A2

(the "Optionor")

RECITALS

A The Optionor is the beneficial and legal owner of the Property (as defined herein);

B The Optionor and Optionee previously entered into an agreement dated March 6, 2023, as amended by the amended and restated option agreement dated November 27, 2023 and extended by an extension letter agreement dated January 30, 2024 (collectively, the "2023 Option Agreement") pursuant to which the Optionee had the right to acquire a 100% interest in and to the Property;

C The Optionor's shareholders approved the sale of all or substantially all of the Optionor's assets and undertaking pursuant to Section 301 of the Business Corporations Act (British Columbia) pursuant to the 2023 Option Agreement at the Optionor's Annual General and Special Meeting held on June 19, 2023 (the "2023 AGSM");

D Due to market conditions, the Optionor and Optionee agreed to terminate the 2023 Option Agreement effective February 29, 2024;

E The Optionor and the Optionee have revised the terms for the Optionee to acquire the Property. Specifically, the Optionor has agreed to grant an exclusive option to the Optionee to acquire up to a 100% undivided interest in and to the Property subject to the terms set forth herein;

F Pursuant to the policies ofthe Exchange (as defined herein), the transactions contemplated under this Agreement are considered a Reviewable Disposition (as such term is defined by Exchange policies) and requires approval from Optionor's shareholders byway ofwritten consents of shareholders holding over 50% of the Optionor's voting shares (the "Optionor Shareholder Approval");

G In order to dispose all or substantially all of its assets, the Optionor is required under Section 301 of the Business Corporations Act (British Columbia) to hold another special meeting of shareholders (the "Special Meeting") and obtain approval for the potential disposition of the 80% Interest and the 100% Interest (the "Special Meeting Resolution") from its common shareholders holding at least 2/3 ofthe common shares voted by proxy or in person at the Special Meeting;

H The exercise ofthe First Option and the Second Option (each as defined herein) are subject to Optionor Shareholder Approval; and

I Subject to the terms set forth herein, the Optionor has agreed to promptly obtain Optionor Shareholder Approval by written consent and the Optionor has also agreed to concurrently with the execution ofthis Agreement to obtain voting and support agreements (collectively, the "Lockup Agreements" and individually, a "Lock-up Agreement") from shareholders holding not less than 66.67% of its common shares (the "Locked-up Shareholders") including a voting and support agreement from SinoTech (Hong Kong) Corporation Limited ("SinoTech") and Eros Resources ("Eros") pursuant to which, among other things, each such Locked-Up Shareholder will have agreed to vote all ofhis/her/its Optionor securities in favour ofthe Optionor Shareholder Approval, on the terms and subject to the conditions set forth in the Lock-Up Agreements.

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

ARTICLE 1 DEFINITIONS AND INTERPRETATION

Section 1.1 Definitions

For the purposes of this Agreement, except as otherwise expressly provided herein, the following words and phrases will have the following meanings:

(1) "10-Day VWAP" means the volume weighted average of closing prices ofthe Optionor Shares on the Exchange for the ten consecutive Business Days preceding the date that is one day after the Fifth Anniversary;

(2) "2012 Option Agreement" means the option agreement effective March 29, 2012 between Anthem Resources Incorporated (formerly, Virginia Energy Resources Inc.), 662707 Alberta Ltd. and the Optionor (formerly, Orient Venture Capital Inc.), as amended on May 15, 2012, February 15, 2013 and April 17,2013;

(3) "2023 AGSM" has the meaning ascribed to it in Recital C;

(4) "2023 Option Agreement" has the meaning ascribed to it in Recital B;

(5) "Affiliate" means with respect to a Party, any person, partnership, corporation, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or other form of enterprise that directly or indirectly controls, is controlled by, or is under common control with, a Party and, for such purposes, "control" means possession, directly

or indirectly, of the power to direct or cause direction of management and policies through ownership of voting securities, contract, voting trust or otherwise, and includes a partnership or joint venture over which a Party exercises control;

(6) "Agreement" means this Option Agreement, including the recitals and schedules attached hereto, as may be amended from time to time;

(7) "Business Day" means any day, other than a Saturday, a Sunday or a statutory holiday in Vancouver, British Columbia or in Montreal, Quebec;

(8) "Butec Purchase Agreement" means the purchase and sale agreement effective June 1, 2000, between 662707 Alberta Ltd. and International Butec Industries Corporation;

(9) "Confidential Information" means all information, data, reports, maps, drill core, results ofsurveys, drilling and assays, knowledge and know-how (including, but not limited to, formulas, patterns, compilations, programs, devices, methods, techniques and processes) that (a) is confidential to a Party or (b) derives independent economic value (actual or potential) as a result of not being generally known to, or readily ascertainable by, third parties or the general public and is subject to confidentiality, or to reasonable efforts under the circumstances to maintain its confidentiality, including without limitation all analyses, interpretations, compilations, studies and evaluations of such information, data, reports, maps, drill core, results of surveys, drilling and assays, knowledge and know-how generated or prepared by or on behalf of either Party;

(10) "Effective Date" means the effective date ofthis Agreement, being the date two Business Days following the receipt ofExchange Acceptance by the Optionee and the Optionor;

(11) "Encumbrance" means any mortgage, privilege, easement, charge, royalty, stream, hypothecation, lien, pledge, security interest, adverse claim, assignment, option, claim or other title defect, or other encumbrance of any kind or nature whatsoever (including any agreement to give any ofthe foregoing), whether or not registered or registrable or whether consensual or arising by operation of law (statutory or otherwise), but does not include any Permitted Encumbrances;

(12) "Eros" means Eros Resources Corp.;

(13) "Exchange" means the TSX Venture Exchange or such other stock exchange that the Optionor is listed on at the applicable time;

(14) "Exchange Acceptance" means the acceptance of the Exchange for the transactions contemplated by this Agreement;

(15) "Exploration Expenditures" means the sum of all costs and expenses of whatever kind or nature spent or incurred in the conduct of exploration activities on or in relation to the Property, as applicable including:

(a) in maintaining the Property in good standing (including land maintenance costs and any monies expended as required to comply with applicable laws and regulations), in curing title defects and in acquiring and maintaining surface and other ancillary rights;

  • (b) in preparing for and in the application for and acquisition of environmental and other permits necessary or desirable to commence and complete exploration and development activities;
  • (c) in doing geophysical and geological surveys, drilling, assaying and metallurgical testing, including costs of assays, metallurgical testing and other tests and analyses to determine the quantity and quality of minerals, water and other materials or substances;
  • (d) in the preparation ofwork programs and the presentation and reporting of data and other results obtained from those work programs including any program for the preparation of a resource estimate or other evaluation ofthe Property;
  • (e) for environmental remediation and rehabilitation;
  • (f) in acquiring or obtaining the use of facilities, equipment or machinery, and for all parts, supplies and consumables;
  • (g) for salaries and wages for employees assigned to exploration and development activities;
  • (h) travelling expenses of all persons engaged in work with respect to and for the benefit of the Property, including for their food, lodging and other reasonable needs;
  • (i) payments to contractors or consultants for work done, services rendered or materials supplied;
  • (j) the cost of insurance premiums and performance bonds or other security; and
  • (k) all taxes levied against or in respect ofthe Property, or activities on such property;
  • (16) "Fifth Anniversary" means the date that is one year after the Fourth Anniversary;
  • (17) "Fifth Exploration Expenditures" has the meaning ascribed to it in §4. l(c)(v);
  • (18) "First Anniversary" means the date that is one year after the Effective Date;
  • (19) "First Exploration Expenditures" has the meaning ascribed to it in §4.1 (c)(i);
  • (20) "First Option" has the meaning ascribed to it in §4.1;

(21) "First Option Exercise Date" means the date on which the Optionee satisfies the conditions of §4.1;

  • (22) "Fourth Anniversary" means the date that is one year after the Third Anniversary;
  • (23) "Fourth Exploration Expenditures" has the meaning ascribed to it in §4.1 (c)(iv);

(24) "Governmental Authority" means any foreign, domestic, national, federal, provincial, territorial, state, regional, municipal or local government or authority, quasi government authority, fiscal or judicial body, government or self regulatory organization, commission, board, tribunal, organization, or any regulatory, administrative or other agency, or any political or other subdivision, department, or branch ofany ofthe foregoing and "Governmental Authorities" means more than one Governmental Authority;

(25) "Interest" means the applicable undivided right, title and interest to the Property the Optionee acquires upon exercise of an Option, free and clear of all Encumbrances, except for the Underlying Royalty and, if applicable, the NSR Royalty;

  • (26) "Legal Counsel to Optionee" means McMillan LLP;
  • (27) "Legal Counsel to Optionor" means Boughton Law Corporation;
  • (28) "Liability" means:
  • (a) any debt, obligation, liability, loss, expense, cost or damage of any kind and however arising, including penalties, fines and interest and including those that are prospective or contingent and those that the amount ofwhich is not ascertained or ascertainable; and
  • (b) a demand, claim, action or proceeding however arising and whether present, unascertained, immediate, future or contingent;

(29) "Listed Issuer Status" means the status of the Optionee with the Shares, or the Optionor with the Optionor Shares, being listed on the Exchange or such other stock exchange in Canada, as applicable;

(30) "Lock-up Agreements" means, collectively, the voting and support agreements by and between the Optionor and the Locked-up Shareholders;

(31) "Locked-up Shareholders" means Eros, SinoTech, XJ Investment and Consulting Ltd., Jonathan Guo, and such other shareholders of the Optionor who collectively hold not less than 66.67% of the common shares in the capital of the Optionor (as at the record date for the Special Meeting) and entered into the Lock-up Agreements;

(32) "Mineral Rights" means:

  • (a) prospecting licences, exploration licences, mining claims (whether patented or unpatented), mining leases, mining licences, mineral concessions, mining licences of occupation, and other fonns ofmineral tenure or other rights to Minerals, or to work upon lands for the purpose ofsearching for, developing or extracting Minerals under any form ofmineral title recognized under the laws applicable in the Province of Quebec, whether contractual, statutory or otherwise; or
  • (b) any interest in any Mineral Right;

(33) "Minerals" means all ores and concentrates or metals derived from them, containing precious, base, and/or industrial minerals (including gems and uranium) that are found in, on or LEGAL_45530060.2

under the Property and may lawfully be explored for, mined and sold under the Mineral Rights and other instruments oftitle under which the Property is held;

(34) "NI 43-101" means National Instrument 43-101 - Standards ofDisclosure for Mineral Projects-,

(35) "Notice" means any notice, approval, demand, direction, consent, designation, request, document, instrument, certificate or other communication required or permitted to be given under this Agreement;

(36) "NSR Royalty" means has the meaning ascribed to it in §5.2(2)(b);

  • (37) "Option Period" means the period from the Effective Date until the earliest of:
  • (a) the termination ofthe First Option in accordance with §8.1;
  • (b) the termination ofthe Second Option inaccordance with §8.2;
  • (c) the termination ofthe Second Option inaccordance with §8.3; and
  • (d) the exercise ofthe Second Option;
  • (38) "Optionee" has the meaning given on page one hereof;
  • (39) "Optionor" has the meaning given on page one hereof;

(40) "Optionor Shareholder Approval" has the meaning ascribed to it in Recital F including any adjournments or postponements thereof;

(41) "Optionor Shares" means the common shares in the capital ofthe Optionor;

(42) "Options" means, collectively, the First Option and Second Option, as the context dictates and "Option" means either the First Option or the Second Option, as the context dictates;

(43) "Original Option Agreement" means the option agreement dated for reference as ofJune 27, 1995 between Daniel B. Larkin, International Butec Industries Corp, and Troymin Resources Ltd.;

(44) "Original Purchase Agreement" means the purchase and sale agreement made as ofJune 27, 1995, among Daniel B. Larkin, 622707 Alberta Ltd. and Troymin Resources Ltd.;

(45) "Other Rights" means any interest in real property, whether freehold, leasehold, license, right of way, easement, any other surface or other right in relation to real property, and any right, licence or permit in relation to the use or diversion ofwater, but excluding any Mineral Rights;

(46) "Outside Date" means January 25, 2025, or such other date mutually agreed to in writing by the Parties;

(47) "Parties" means both the Optionee and the Optionor;

  • (48) "Party" means either the Optionee or the Optionor, as the context dictates;
  • (49) "Permitted Encumbrances" means:
  • (a) statutory exceptions to title ofthe Property;
  • (b) easements and any registered or recorded restrictions or covenants that run with Property that do not in the aggregate materially detract from the value of the Property and do not materially and adversely affect the ability of the Optionee to explore or develop the Property;
  • (c) registered or unregistered or recorded or unrecorded rights of way for, or reservations or rights of others relating to, sewers, water lines, gas lines, pipelines, electric lines, telegraph and telephone lines and other similar products or services provided that such rights will not materially and adversely affect the ability of the Optionee to explore or develop the Property; and
  • (d) inchoate or statutory liens for taxes not at the time overdue;

(50) "Pre-Feasibility Study" means a comprehensive study ofthe viability of a mineral project that has advanced to a stage where the mining method, in the case ofunderground mining, or the pit configuration, in the case of an open pit, has been established and an effective method of mineral processing has been determined, and includes a financial analysis based on reasonable assumptions of technical, engineering, legal, operating, economic, social, and environmental factors and the evaluation of other relevant factors which are sufficient for a qualified person (as such term is defined by NI 43-101), acting reasonably, to determine if all or part of the mineral resource may be classified as a mineral reserve;

(51) "Property" means the Mineral Rights, and Other Rights comprising the Hawk Ridge property as described in Schedule "A", together with any present or future renewal, extension, modification, substitution, amalgamation or variation of any of those Mineral Rights or Other Rights (whether granting or conferring the same, similar or any greater rights and whether extending over the same or a greater or lesser domain), but excluding any Mineral Rights abandoned in accordance with §7.2;

  • (52) "Second Anniversary" means the date that is one year after the First Anniversary;
  • (53) "Second Exploration Expenditures" has the meaning ascribed to it in §4. l(c)(ii);
  • (54) "Second Option" has the meaning ascribed to it in §4.2;

(55) "Second Option Exercise Date" means the date on which the Optionee satisfies the conditions of §4.2;

  • (56) "Sixth Anniversary" means the date that is one year after the Fifth Anniversary;
  • (57) "Shares" means common shares in the capital ofthe Optionee;
  • (58) "SinoTech" means SinoTech (Hong Kong) Corporation Limited;

(59) "Special Meeting" has the meaning ascribed to it in Recital G;

(60) "Special Meeting Resolution" has the meaning ascribed to it in Recital G;

(61) "Third Anniversary" means the date that is one year after the Second Anniversary;

(62) "Third Exploration Expenditures" has the meaning ascribed to it in §4. l(a)(iii);

(63) "Underlying Agreements" means, collectively, the Original Purchase Agreement, the Original Option Agreement, the Butec Purchase Agreement and the 2012 Option Agreement;

(64) "Underlying Royalty" means the three percent net smelter returns royalty retained by Daniel B. Larkin over certain claims comprising the Property indicated in Schedule "A" as provided under the Underlying Agreements, which is subject to the right to repurchase as provided in the Underlying Agreements; and

(65) "Work Costs" means all expenditures and costs incurred by the Optionee relating directly or indirectly to the Property, including all expenditures and costs incurred:

  • (a) in doing geophysical, geochemical, land, airborne, environmental and geological examinations, assessments, assays, audits and surveys;
  • (b) in line-cutting, mapping, trenching and staking;
  • (c) in searching for, digging, trucking, sampling, working, developing, mining and extracting ores, minerals and metals;
  • (d) in conducting diamond and other drilling;
  • (e) in obtaining, providing, installing and erecting mining, milling and other treatment plant, ancillary facilities, buildings, machinery, tools, appliances and equipment;
  • (f) in constructing access roads and other facilities on or for the benefit ofthe Property or any part thereof;
  • (g) in transporting personnel, supplies, mining, milling and other treatment plant, ancillary facilities, buildings, machinery, tools, appliances and equipment in, to or from the Property or any part thereof;
  • (h) in paying reasonable wages and salaries (including "fringe benefits", but excluding home office costs) of personnel directly engaged in performing work on or with respect to the Property;
  • (i) in paying assessments and contributions under applicable employment legislation relating to workers' compensation and unemployment insurance and other applicable legislation relating to such personnel;
  • (j) in supplying food, lodging and other reasonable needs for such personnel;
  • (k) in obtaining and maintaining any insurance;

  • (l) in obtaining legal, accounting, consulting and other contract and professional services or facilities relating to work performed or to be performed hereunder;

  • (m) in paying any taxes, fees, charges, payments and rentals (including payments made in lieu of assessment work) or otherwise incurred to transfer the Property or. any part thereof or interest therein pursuant to this Agreement and to keep the Property or any part thereof in good standing;
  • (n) in paying any non-refundable harmonized sales tax and social services tax and all other taxes charged on expenditures made or incurred by the Optionee relating directly or indirectly to the Property;
  • (o) in acquiring access and surface rights to the Property;
  • (p) in carrying out any negotiations and preparing, settling and executing any Agreements and other documents relating to environmental or indigenous peoples' claims, requirements or matters;
  • (q) in obtaining all necessary or appropriate approvals, permits, consents and permissions relating to the carrying out of work, including environmental permits, approvals and consents;
  • (r) in carrying out reclamation and remediation;
  • (s) in improving, protecting and perfecting title to the Property or any part thereof;
  • (t) in carrying out mineral, soil, water, air and other testing;
  • (u) in preparing engineering, geological, financing, marketing and environmental studies and reports and test work related thereto; and
  • (v) in preparing one or more Feasibility Studies including any work and reports preliminary or supplementary thereto.

Section 1.2 Interpretation

For the purposes of this Agreement, except as otherwise expressly provided herein:

  • (a) the words "herein", "hereof', and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, clause, subclause or other subdivision or Schedule;
  • (b) a reference to a person (including a Party) includes an individual, company, other body coiporate, association, partnership, firmjoint venture, trust or Governmental Authority;
  • (c) reference to a body, other than a Party (including, without limitation, an institute, association or Governmental Authority), whether statutory or not:
  • (i) that ceases to exist; or

(ii) whose powers of functions are transferred to another body,

is a reference to the body that replaces it or that substantially succeeds to its powers of functions;

  • (d) a reference to an Article means an Article of this Agreement and the symbol "§" followed by a number or some combination of numbers and letters refers to the section, subsection, paragraph or subparagraph of this Agreement so designated;
  • (e) a reference to any Party includes that Party's executors, administrators, substitutes (including, but not limited to, persons taking by novation), successors and permitted assigns;
  • (f) a reference to an agreement or document (including a reference to this Agreement) is to the agreement or document as amended, varied, supplemented, novated or replaced except to the extent prohibited by this Agreement or that other agreement or document;
  • (g) a reference to a party to a document includes the person's executors, administrators, substitutes (including, but not limited to, persons taking by novation), successors and permitted assigns;
  • (h) a reference to legislation or to a provision oflegislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation, code, by-law, ordinance or statutory instrument issued under it;
  • (i) a reference to writing includes a facsimile or electronic mail transmission and any means ofreproducing words in a tangible and permanently visible form;
  • (j) the headings are for convenience only, do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any of its provisions;
  • (k) the word "'including" means "including without limitation" and "include" and, "includes" will be construed similarly;
  • (l) where the phrase "to the knowledge of' or similar expressions are used in this Agreement, means the actual knowledge of the relevant Party's Chief Executive Officer and Chief Financial Officer;
  • (m) a provision ofthis Agreement must not be construed to the disadvantage of a Party merely because that Party was responsible for the preparation ofthis Agreement or the inclusion ofthe provision in this Agreement;
  • (n) a reference to currency means Canadian currency; and
  • (o) words importing the masculine gender include the feminine or neuter, words in the singular include the plural, words importing a corporate entity include individuals, and vice versa.

Section 1.3 Consideration

The Parties acknowledge that this Agreement is entered into for good and fair consideration and, to this end, will pay to each other the sum of \$10 as recognition ofthat consideration, which is deemed to be paid and received.

Section 1.4 Schedules

The following Schedule is attached to and incorporated in this Agreement:

Schedule A - Property Description Schedule B - Conversion ofPayments to Optionor Shares Schedule C-NSR Royalty

ARTICLE 2

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONOR

Section 2.1 Representations and Warranties

  • (1) The Optionor hereby represents and warrants to the Optionee that:
  • (a) the Optionor's shareholders have approved the sale of all or substantially all ofthe Optionor's assets and undertaking contemplated by this Agreement pursuant to Section 301 ofthe Business Corporations Act (British Columbia);
  • (b) it has been duly incorporated, amalgamated or continued and validly exists as a corporation in good standing under the laws of its jurisdiction of incorporation, amalgamation or continuation;
  • (c) it has duly obtained all corporate authorizations for the execution ofthis Agreement and for the performance of this Agreement by it, and the consummation of the transactions herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any Encumbrance under the provisions of the Articles or the constating documents ofthe Optionee or any shareholders' or directors' resolution, indenture, agreement or other instillment whatsoever to which the Optionee is a party or by which it is bound;
  • (d) neither the execution and delivery of this Agreement nor any of the agreements referred to herein or contemplated hereby, nor the consummation ofthe transaction hereby contemplated conflict with, result in the breach of or accelerate the performance required by any agreement to which it is a party;
  • (e) the execution and delivery of this Agreement and the Agreements contemplated hereby will not violate or result in the breach of the laws of any jurisdiction applicable or pertaining thereto or of its constating documents;

  • (f) this Agreement constitutes a legal, valid and binding obligation of it, enforceable in accordance with its terms;

  • (g) the Property is properly and accurately described in Schedule "A";
  • (h) the Optionor is the beneficial and legal owner of a 100% interest in and to the Property, except for the Underlying Royalty;
  • (i) the Optionor is legally entitled to hold its interest in the Property and will remain so entitled until the interest of the Optionor in the Property, which is subject to the Option, has been duly transferred to the Optionee as contemplated hereby;
  • (j) the Optionor is, and at the time of each transfer to the Optionee of an interest in the Mineral Rights comprising the Property pursuant to the exercise of each of the Options, the Optionor will be, the recorded and beneficial owner of all of the Mineral Rights comprising the Property free and clear of all Encumbrances, except for the Underlying Royalty and, if applicable, the NSR Royalty;
  • (k) the Mineral Rights comprising the Property have been duly and validly located and recorded pursuant to the laws ofthe Province of Quebec and are in good standing with respect to all filings, fees, taxes, assessments, work commitments or other conditions on the date hereof and until the dates set opposite the respective names thereof in Schedule "A", which will in all cases be at least three months from the date hereof;
  • (l) the Optionor has no notice, or knowledge of, any proposal to terminate or vary the terms of or rights attaching to, the Property from any Governmental Authority, or of any challenge to Optionor's right, title or interest in the Property;
  • (m) the Optionor has no notice, or knowledge of, any toxic or hazardous substance or waste having been disposed ofstored, treated or located on the Property as a result of activities ofthe Optionor or its predecessors in title or interest;
  • (n) the Optionor has no notice, or knowledge of, any pending or ongoing claims or actions taken by or on behalf of any indigenous persons with respect to any lands included in the Property;
  • (o) the Optionor has no notice, or knowledge of, any adverse claims or challenges against or to the ownership of or title to any of the . Mineral Rights comprising the Property, nor to the knowledge of the Optionor is there any basis therefor, and to the Optionor's knowledge, there are no outstanding agreements or options to acquire or to purchase the Property or any portion thereof, and no person has any royalty or other interest whatsoever in production from any of the Mineral Rights comprising the Property;
  • (p) the Optionor is unaware of any contingent payment obligations that exist relating to the Property;

  • (r) except for Exchange Acceptance and Optionor Shareholder Approval, no third party consent of any kind is required by the Optionor to enter into this Agreement and grant the Options contemplated hereby;

  • (s) there is no dispute between the Optionor or any of its subsidiaries or Affiliates and any non-governmental organization, community, or community group exists or, to the knowledge of the Optionor, is threatened or imminent with respect to the Property;
  • (t) there are no conflicts between the Optionor and either the communities or the surface lands titleholders that are located within the mining rights of the Property or in peripheral areas that serve to access or explore the Property.
  • (u) the Optionor has not entered into any agreement, economic or otherwise, with the communities or with the holders of rights in the areas of the Property or in peripheral areas that serve as an access or for further exploration of the Property except as has been disclosed to the Optionee, and the Optionor has all rights of access needed to access the Property;
  • (v) except for the Underlying Royalty, the Optionor has no notice, or knowledge of, any royalty or other interest whatsoever, over the Property, or in the non-precious metals or the precious metals contained in or on any part ofthe Property;
  • (w) the owner ofthe Property from time to time: (i) can reduce the Underlying Royalty from 3% to 2% at any tune by paying the holder of the Underlying Royalty \$1,000,000 (ii) has a first right-of-refusal to purchase an additional 1% of the Underlying Royalty;
  • (x) the Optionor is not aware of any facts relating to any of the Property, which, if known to the Optionee, could reasonably be expected to cause the Optionee to decide not to enter into this Agreement or not to proceed to exercise the Option;
  • (y) the Optionor is currently maintaining its Listed Issuer Status and is not in default in any material respect of any requirements to maintain its Listed Issuer Status or requirements of applicable Canadian provincial securities laws;
  • (z) the Optionor is not, as at the date hereof, included on the list ofdefaulting reporting issuers maintained by any of the applicable securities regulatory authorities; and
  • (aa) the Optionor is not a non-resident ofCanada for the purposes ofsection 116 ofthe Income Tax Act (Canada).

(2) The representations and warranties contained in §2.1(1) are provided for the exclusive benefit of the Optionee, and any misrepresentation or breach of warranty may be waived by the Optionee in whole or in part at any time without prejudice to its rights in respect of any other misrepresentation or breach of the same or any other representation or warranty; and the representations and warranties contained in §2.1 (1) will survive the execution hereof and continue through the Option Period and for two years thereafter. Further, the representations and warranties contained in §2.1(1) will be treated as made and be binding upon the Optionor continuously during the term ofthis Agreement.

Section 2.2 Covenants

(1) The Optionor hereby covenants and agrees with the Optionee that on execution hereof, the Optionor will deliver or cause to be delivered to the Optionee copies of all available maps and other documents and data in the Optionor's possession respecting the Property.

  • (2) The Optionor hereby further covenants and agrees with the Optionee that the Optionor will:
  • (a) not create or permit any Encumbrance on the Property;
  • (b) not permit any Affiliate to create or permit any Encumbrance on the Property;
  • (c) for a period ending 12 months after the end of the Option Period, do all acts and things necessary to maintain: (i) its Listed Issuer Status; and (ii) its status as a reporting issuer in the applicable provinces in Canada; and
  • (d) use its reasonable efforts not to be in default of any requirement of the applicable Canadian provincial securities legislations.

(3) With respect to Optionor Shareholder Approval and Exchange Approval, the Optionor hereby covenants and agrees with the Optionee:

  • (a) concuirent with the execution ofthis Agreement to seek Lock-up Agreements from Locked-up Shareholders and obtain the Lock-up Agreements form the Locked-up Shareholders on or before December 31, 2024;
  • (b) to prepare and submit the required documents and fees to the Exchange and seek Exchange Approval within 20 days ofthe date ofthis Agreement. For the avoidance of doubt, Exchange Approval for the First Option and Second Option is subject to Optionor Shareholder Approval;
  • (c) to as soon as reasonably practicable after the date hereof, and in any case not later than 15 days from the date hereof, to commence the process to obtain the Optionor Shareholder Approval, which shall be obtained on or before December 31, 2024;
  • (d) to as soon as reasonably practicable after the date hereofto commence the process to call the Special Meeting to obtain the Special Meeting Resolution, which shall be obtained before March 31, 2025;
  • (e) to provide Legal Counsel for Optionee with a reasonable opportunity to review and comment upon drafts of all material prepared for the Optionor Shareholder Meeting, and shall give reasonable consideration to all such comments; and

(f) that the materials sent to the Optionor's shareholders for the Special Meeting will include a unanimous recommendation from the Optionor's board of directors, which may rely on advice of experts to be retained by the Optionor's board of directors, that the Special Meeting Resolution is in the best interests ofthe Optionor and is fair to the Optionor's shareholders and the unanimous recommendation of the Optionor's board of directors to Optionor's shareholders that they vote in favour ofthe Special resolution.

(4) The covenants and agreements contained in §2.2(1), §2.2(2), and §2.2(3) are provided for the exclusive benefit ofthe Optionee, and any breach may be waived by the Optionee in whole or in part at any time without prejudice to its rights in respect of any other breach of the same; and the covenants and agreements contained in §2.2(1), §2.2(2), and §2.2(3) survive the execution hereof and continue through the Option Period. The covenants and agreements contained in §2.2(2)(c) and §2.2(2)(d) will survive any termination ofthis Agreement, ifthe Optionee does not fillfill all ofthe tenns and conditions described in §4.1 and the Optionor irrevocably agrees to issue Optionor Shares to the Optionee pursuant to §5.1(2).

ARTICLE 3

REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE OPTIONEE

Section 3.1 Representations and Warranties

  • (1) The Optionee represents and warrants to the Optionor that:
  • (a) it has been duly incorporated, amalgamated or continued and validly exists as a corporation in good standing under the laws of its jurisdiction of incorporation, amalgamation or continuation;
  • (b) it has duly obtained all corporate authorizations for the execution ofthis Agreement and for the performance of this Agreement by it, and the consummation of the transactions herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any Encumbrance under the provisions of the Articles or the constating documents ofthe Optionee or any shareholders' or directors' resolution, indenture, agreement or other instrument whatsoever to which the Optionee is a party or by which it is bound;
  • (c) neither the execution and delivery of this Agreement nor any of the agreements referred to herein or contemplated hereby, nor the consummation ofthe transaction hereby contemplated conflict with, result in the breach of or accelerate the performance required by any agreement to which it is a party;
  • (d) the execution and delivery of this Agreement and the Agreements contemplated hereby will not violate or result in the breach of the laws of any jurisdiction applicable or pertaining thereto or of its constating documents;
  • (e) this Agreement constitutes a legal, valid and binding obligation of it, enforceable in accordance with its terms;

  • (f) the Optionee is currently maintaining its Listed Issuer Status and is not in default in any material respect of any requirements to maintain its Listed Issuer Status or requirements of applicable Canadian provincial securities laws; and

  • (g) the Optionee is not, as at the date hereof, included on the list ofdefaulting reporting issuers maintained by any of the applicable securities regulatory authorities.

(2) The representations and warranties contamed in §3.1 are provided for the exclusive benefit of the Optionor and a misrepresentation or breach ofwarranty may be waived by the Optionor in whole or in part at any time without prejudice to its rights in respect of any other misrepresentation or breach of the same or any other representation or warranty; and the representations and warranties contained in §3.1 will survive the execution hereof and continue through the Option Period. Further, the representations and warranties contained in §3.1 will be treated as made and be binding upon the Optionee continuously during the term ofthis Agreement.

Section 3.2 Covenants

(1) Upon the execution of this Agreement by the Parties, the Optionee will pay to the Optionor a non-refundable payment of \$12,000.

(2) Within five Business Days of the Effective Date, the Optionee will pay to the Optionor \$200,000 and issue to the Optionor 5,000,000 Shares.

(3) During the Option Period, unless otherwise agreed in writing between the Parties, the Optionee will:

  • (a) maintain in good standing those Mineral Rights comprised in the Property free and clear of all Encumbrances from the operation thereon, excluding any statutory liens imposed by law, any liens for work for which payment is not yet due, the Underlying Royalty and, if applicable, the NSR Royalty, and will at its expense (i) make all payments and file records of all assessment work necessary to maintain the property in good standing; and (ii) prepare and file all necessary land use reports with applicable Government Authorities;
  • (b) do all work on the Property in a prudent and workmanlike manner, with the degree of effort, skill and judgment that is in accordance with good exploration, construction, mining, processing and engineering practices, generally prevailing in the mining industry and in accordance with all applicable laws and regulations, and all agreements, permits and licenses relating to the Property;
  • (c) pay and discharge all wages and accounts for material and services and all other costs and expenses that may be incurred by the Optionee in connection with its operations on the Property, and to save the Optionor harmless from and against all liens in respect ofsuch operations that may be filed against the Property, and in the event of any liens being so filed, to proceeds forthwith to have the same removed, provided that the foregoing provision will not prevent the Optionee from contesting in good faith any claims for liens that the Optionee considers unjustified;

  • (d) do all acts and things necessary to maintain: (i) its Listed Issuer Status; and (ii) its status as a reporting issuer in the applicable provinces in Canada; and

  • (e) use its reasonable efforts not to be in default of any requirement of the applicable Canadian provincial securities legislations.

(4) With respect to Exchange Acceptance, the Optionee hereby covenants and agrees with the Optionor to prepare and submit the required documents and fees to the Exchange and seek Exchange Acceptance within 20 days of the date of this Agreement. Notwithstanding the foregoing, the Optionor acknowledges and agrees that the Optionee will have up 45 days to submit a technical report for the Property to the Exchange.

ARTICLE 4 GRANT OF OPTIONS

Section 4.1 First Option

The Optionor hereby grants to the Optionee the sole, exclusive and irrevocable right and option, subject to the terms of this Agreement, to earn an 80% undivided interest in the Property free and clear of all Encumbrances (the "First Option"), except for the Underlying Royalty, by:

  • (a) paying to the Optionor:
  • (i) \$250,000 on the First Anniversary;
  • (ii) \$250,000 on the Second Anniversary;
  • (iii) \$250,000 on the Third Anniversary;
  • (iv) \$250,000 on the Fourth Anniversary; and
  • (v) \$300,000 on the Fifth Anniversary; and
  • (b) issuing to the Optionor:
  • (i) 3,000,000 Shares on the First Anniversary;
  • (ii) 3,000,000 Shares on the Second Anniversary;
  • (iii) 3,000,000 Shares on the Third Anniversary;
  • (iv) 3,000,000 Shares on the Fourth Anniversary; and
  • (v) 4,000,000 Shares on the Fifth Anniversary; and
  • (c) incurring on the Property:
  • (i) \$500,000 of Exploration Expenditures before the First Anniversary (the "First Exploration Expenditures");

  • (ii) \$1,000,000 of Exploration Expenditures before the Second Anniversary (the "Second Exploration Expenditures");

  • (iii) \$1,500,000 of Exploration Expenditures before the Third Anniversary (the "Third Exploration Expenditures");
  • (iv) \$1,500,000 of Exploration Expenditures before the Fourth Anniversary (the "Fourth Exploration Expenditures"); and
  • (v) \$1,500,000 of Exploration Expenditures before the Fifth Anniversary (the "Fifth Exploration Expenditures").

Section 4.2 Second Option

On the First Option Exercise Date and subject to the terms ofthis Agreement, the Optionor will immediately, and without any further action whatsoever, be deemed to have granted to the Optionee the sole, exclusive and irrevocable right and option to earn an additional 20% undivided interest, for an aggregate 100% undivided interest, in the Property free and clear of all Encumbrances (the "Second Option"), except for the Underlying Royalty and the NSR Royalty, by paying to the Optionor an additional \$2,000,000 before the Sixth Anniversary.

Section 4.3 Exploration Expenditures

(1) The Exploration Expenditures to be incurred on the Property in accordance with §4.1(c) may be accelerated by the Optionee, in its sole and absolute discretion. Any Exploration Expenditure relating to the First Option incurred by the Optionee following the Effective Date but prior to the applicable deadline for incurring such Exploration Expenditure set forth in §4.1(c), will constitute a valid Exploration Expenditure for the purposes of the applicable Exploration Expenditure requirement of§4.1(c). Any excess Exploration Expenditure incurred by the Optionee on or before a particular deadline in §4.1(c) will be carried forward and credited to the Exploration Expenditure requirements ofthe subsequent anniversary.

(2) In the event the Optionee does not incur sufficient Exploration Expenditures to keep the First Option in good standing in accordance with §4.1(c)(1), §4. l(c)(ii), §4.1 (c)(iii), §4.1 (c)(iv) or §4.1(c)(v), as applicable, the Optionee may pay to the Optionor a cash payment in lieu of such shortfall within 30 days of the end of the relevant period in §4.1(c)(i), §4.l(c)(ii), §4.1 (c)(iii), §4.1(c)(iv), or §4. l(c)(v), as applicable.

(3) The Optionor shall not be responsible for any Work Costs during the exploration stage including but not limited to exploration, pre-feasiblility, feasibility and permitting costs until the Hawk Ridge project is developed and mined

Section 4.4 Registration

The Parties agree that the Optionee may register its interest in this Agreement against the Property, and that the Optionor will use commercially reasonable efforts to assist with such registration ifrequested by the Optionee.

ARTICLE 5 EXERCISE OF OPTIONS OR ISSUANCE OF OPTIONOR SHARES

Section 5.1 First Option

(1) Ifthe Optionee makes the payment, issues Shares and incurs the Exploration Expenditures as described in §4.1, it will have exercised the First Option in full. If and when the First Option is exercised, an 80% undivided right, title and interest to the Property will thereupon vest in the Optionee, free and clear of all Encumbrances, except for the Underlying Royalty, without any further- action required on behalfofthe Optionee. Upon the occurrence ofthe First Option Exercise Date, the Optionor will take all actions and do all things necessary, as soon as practicable, to transfer the First Option Interest to the Optionee such that the Optionee is the registered and beneficial holder ofthe First Option Interest.

(2) If the Optionee does not fulfill all of the terms and conditions described in §4.1, the Optionee will have earned no interest in the Property but the Optionee will have earned certain Optionor Shares calculated as follows:

  • (a) within five Business Days following the end ofthe Option Period, the Optionor will issue to the Optionee, at no additional cost, a number of Optionor Shares with a certain aggregate value (based on a deemed price per Option Share equal to the 10- Day VWAP), depending on the conditions of §4.1 the Optionee has satisfied, if any, and the cash value ofsuch satisfied conditions contemplated in Schedule "B"; and
  • (b) the Optionor Shares, if issued, will be issued pursuant to a prospectus and registration exemption pursuant to Canadian securities laws and contain a legend or restricted period not to exceed four months and a day from the date of issuance.

Section 5.2 Second Option

(1) Ifthe Optionee makes the payment as described in §4.2, it will have exercised the Second Option in full. Ifthe Optionee does not fulfill all the terms and conditions described in §4.2, then subject to §8.2, the Option will terminate and the Optionee will retain the First Option Interest.

  • (2) If and when the Second Option is exercised:
  • (a) an additional 20% undivided right, title and interest to the Property (for a total of a 100% undivided right, title and interest to the Property) will thereupon vest in the Optionee free and clear of all Encumbrances, except the Underlying Royalty and the NSR Royalty, without any further action required on behalf of the Optionee; and
  • (b) the Optionee will grant to the Optionors a 2% Net Smelter Returns (as such term is defined in Schedule "C" hereto) royalty from all mineral production from the Property, on the terms and conditions set forth in Schedule "C" hereto (the "NSR Royalty").

(3) Upon the occurrence ofthe Second Option Exercise Date, the Optionor will take all actions and do all things necessary, as soon as practicable, to transfer the Second Option biterest to the Optionee such that the Optionee is the registered and beneficial holder of the Second Option Interest.

ARTICLE 6 INDEMNITY

Section 6.1 Representations, Warranties and Covenants Indemnity

(1) Each Party will indemnify the other Party from and against any and all Liability that the other Party suffers, sustains or incurs arising out of or in connection with the breach of any representation, warranty or covenant given or made by a Party under this Agreement.

(2) It is not necessary for a Party to incur expense or make payment before enforcing a right of indemnity conferred by this Agreement.

(3) Each Party will indemnify the other Party from and against any and all Liability which the other Party suffers, sustains or incurs arising out of or in connection with a false representation, breach of a warranty or breach of a covenant given or made by a Party under this Agreement.

Section 6.2 Survival

The provisions of this Article 6 will survive any termination ofthis Agreement.

ARTICLE 7 RIGHTS

Section 7.1 Right of Entry

Throughout the Option Period, the directors and officers ofthe Optionee and its servants, agents and independent contractors, will have the sole and exclusive right in respect ofthe Property to:

  • (a) enter thereon;
  • (b) have exclusive and quiet possession thereof;
  • (c) do such prospecting, exploration, development and/or mining work thereon and thereunder as the Optionee may determine to be necessary, desirable or advisable;
  • (d) bring upon and erect upon the Property and use in its operations, at any time and from time to time, such buildings, plant, machinery, equipment, vehicles, tools, appliances and supplies as the Optionee may deem necessary, desirable or advisable; and
  • (e) remove therefrom and dispose ofreasonable quantities ofores, minerals and metals for the purposes ofsampling, including bulk sampling, obtaining assays or making other tests.

Section 7.2 Abandonment

Provided that that Optionor agrees in writing, the Optionee may at any time during the Option Period elect to abandon any one or more ofthe Mineral Rights comprised in the Property by giving written notice to the Optionor of such intention and any Mineral Rights so abandoned will be in good standing under the laws of the jurisdiction in which they are situated for at least three months from the date of any notice given pursuant to this §7.2. Upon any such abandonment, the Mineral Rights so abandoned will for all purposes ofthis Agreement cease to form part ofthe Property. The Optionor may elect to have the Optionee transfer any and all abandoned Mineral Rights to the Optionor for and in consideration of the sum of \$10, which the Optionee acknowledges to be fair and reasonable compensation in the circumstances.

ARTICLE 8 DEFAULT AND TERMINATION

Section 8.1 First Option

The First Option may be terminated by the Optionor delivering a notice of termination to the Optionee if:

  • (a) the Optionee fails to satisfy all of the conditions of §4.1 within the time periods permitted thereby, provided that the Optionor will have first delivered to the Optionee a notice ofdefault specifying the default and the Optionee will have failed to cure such default within 30 days following the date of receipt of such default notice; or
  • (b) the Optionee fails to maintain its Listed Issuer Status for a period of 180 days or more or perform any material term or condition hereunder, provided that the Optionor will have first delivered to the Optionee a notice of default specifying the default and the Optionee will have failed to cure such default within 30 days next following the date ofreceipt ofsuch default notice.

Section 8,2 Second Option

The Second Option may be terminated by the Optionor delivering a notice oftermination to the Optionee if:

  • (a) the Optionee fails to satisfy the condition of §4.2 within the time period permitted thereby provided that the Optionor will have first delivered to the Optionee a notice of default specifying the default and the Optionee will have failed to cure such default within 30 days following the date ofreceipt ofsuch default notice; or
  • (b) the Optionee fails to maintain its Listed Issuer Status for a period of 180 days or more or perform any material term or condition hereunder, provided that the Optionor will have first delivered to the Optionee a notice of default specifying the default and the Optionee will have failed to cure such default within 30 days next following the date ofreceipt ofsuch default notice.

Section 8.3 Outside Date

This Agreement will automatically terminate if the Effective Date does not occur on or before the Outside Date and, upon such automatic termination, each Party will be released from further performance of its obligations under this Agreement.

Section 8.4 Obligations Upon Termination

(1) Notwithstanding the termination of the Option, the Optionee will have the right, within a period of 180 days following the end of the Option Period, to remove from the Property all buildings, equipment, machinery, tools, appliances and supplies that have been brought upon the Property by or on behalf of the Optionee, and any such properly not removed within 180-day period will thereafter become the property of the Optionor.

(2) Subject to §10.3, the Optionee may at any time terminate this Option by giving notice of termination to the Optionor and will thereupon be relieved of any further obligations in connection herewith but will remain liable for obligations that have accrued to the date of notice,

(3) Upon termination of the Option for any reason other than the Optionee's exercise of the Option, the Optionee will:

  • (a) ensure the Property is in good standing for a period of not less than one year following the termination ofthe Option;
  • (b) execute and deliver to the Optionor all documents or instruments reasonably requested by the Optionor necessary to release, quit claim and relinquish to the Optionor all right, title or interests in or to the Property;
  • (c) remove or cause to be discharged any registered lien against the title to the Property;
  • (d) settle all outstanding commitments, expenditures and contractual obligations to third parties that it or its agents approved and for which it or its agents are liable in accordance with the respective terms and conditions of such commitments and obligations; and
  • (e) deliver to the Optionor all Business Information related to the Property in the possession of the Optionee and all such Business Information related to the Property generated by or in the possession or control ofthe Optionee or its agents.

ARTICLE 9 NOTICES

Section 9.1 Notice in Writing

Unless otherwise specified, each Notice to a Party will be given hi writing and delivered personally or by courier, sent by prepaid registered mail, e-mail or other electronic transmission agreed to by the Parties, to the Party as follows;

(a) ifto the Optionor:

Nickel North Exploration Corp. #1488 - 1188 West Georgia Street Vancouver, BC V6E 4A2 E-mail: [email protected] Attention: Tony Guo, President and ChiefExecutive Officer

or as otherwise designated by the Optionor at least five days before Notice is due,

with a copy to (which will not constitute notice hereunder):

Boughton Law Corporation Attention: L.K. Larry Yen #700 - 595 Burrard Street, Vancouver, BC V7X 1S8

E-mail: [email protected]

(b) if to the Optionee:

1844 Resources Inc. Suite 602, 224 - 4th Avenue South Saskatoon, SK S7K 5M5

E-mail: slaberge 1957@gmail.com Attention : Sylvain Laberge, President and ChiefExecutive Officer

or as otherwise designated by the Optionee at least five days before Notice is due,

with a copy to (which will not constitute notice hereunder):

McMillan LLP Attention: James Munro 1055 West Georgia Street, Suite 1500 Vancouver, BC V6E 4N7

E-mail: [email protected]

Section 9.2 Delivery

Any Notice:

  • (a) delivered personally or by courier on a Business Day will be deemed to have been given on that Business Day;
  • (b) sent by prepaid registered mail will be deemed to have been given on the fifth Business Day after the date ofmailing;
  • (c) transmitted by e-mail will be deemed to have given when sent, provided that such e-mail is kept on file by the sending Party and the sending Party does not receive an automatically generated message from the recipient's e-mail server that such e-

mail could to be delivered to such recipient. A copy of the e-mail transmission containing the time, date and recipient e-mail address will be rebuttable evidence ofreceipt by e-mail.

Section 9.3 Delivery on Non-Business Day

Any Notice delivered, sent, or transmitted not on a Business Day will be deemed to be given on the next Business Day.

Section 9.4 Disruption of Postal Service

If a Notice has been sent by prepaid registered mail and before the fifth Business Day after the mailing there is a discontinuance or interruption of regular postal service so that the Notice cannot reasonably be expected to be delivered within five Business Days after the mailing, the Notice will be deemed to have been given when it is actually received,

Section 9.5 Request for Paper Copy

Any Party receiving Notice may request and will be entitled to receive the notice on paper, in a non-electronic form, which will be delivered to the requesting Party within ten (10) days of receipt of the written request for non-electronic Notice.

ARTICLE 10 GENERAL

Section 10.1 Force Majeure

(1) If the Optionee is at any time either during the Option Period or thereafter prevented from or delayed in complying with any provisions of this Agreement by reason of strikes, lock-outs, labour shortages, power shortages, fuel shortages, fires, wars, inclement weather, pandemics (including COVID-19), acts of God, governmental regulations restricting normal operations, shipping delays, proceedings before the Ministere des Ressources naturelies et des Forets, delays in obtaining required governmental or regulatory approvals or permits, aboriginal land claims, environmental claims or notices (or inability to obtain or delays in obtaining environmental consents) or any other reason or reasons beyond the control of the Optionee, but excluding for greater certainty, unavailability offunds, or changes in economic markets, the time limited for the performance by the Optionee of its obligations hereunder will be extended by a period of time equal in length to the period of each such prevention or delay.

(2) The Optionee will give prompt notice to the Optionor of each event offorce majeure under §10.1(1) and upon cessation of such event will furnish the Optionor with notice to that effect together with particulars ofthe number ofdays by which the obligations ofthe Optionee hereunder have been extended by virtue of such event of force majeure and all preceding events of force majeure.

Section 10.2 Assignment

(1) If the Optionee exercises the Option as contemplated in §5.1, then at any time thereafter the Optionee may sell, transfer or otherwise dispose of all or any portion of its interest in and to this Agreement and to the Property provided that each purchaser, grantee or transferee of any of LEGAL_45530060.2

such interest first delivers to the Optionor its undertaking relating to this Agreement and to the Property containing a provision subjecting any further sale, transfer or other disposition of such interest in the Property and this Agreement or any portion thereofto the provisions ofthis § 10.2.

(2) No assignment by the Optionee of any interest less than its entire interest in this Agreement and in the Property will, as between the Optionee and the Optionor, discharge the Optionee from any ofits obligations hereunder, unless and until the Optionee has provided to the Optionor notice ofthe Transfer and the transferee, prior to and effective as of date of the Transfer, has committed in writing to and in favour ofthe Optionor (on terms satisfactory to the Optionor acting reasonably having regard to the financial, strength and industry experience and reputation ofsuch transferee to perfonn the terms ofthis Agreement) to be bound by the terms ofthis Agreement.

(3) The Optionor may not assign its interest in this Agreement without the prior written consent of the Optionee.

Section 10.3 Nature of Option

This Agreement is an option only and, other than the obligations ofthe Optionee in §3.2(1) and §8.4(3), nothing herein contained will be construed as obligating the Optionee to do any acts or make any payments hereunder, and any act or acts or payment or payments as will be made hereunder will not be construed as obligating the Optionee to do any further act or make further payment or payments. For the avoidance of doubt, the payments and issuances made by the Optionee to the Optionor, and the incurrence of Exploration Expenditures by the Optionee, contemplated herein are optional and the Optionee is under no obligation to make such payments, issuances or Exploration Expenditure incurrences, unless the Optionee wishes to exercise the applicable Option.

Section 10.4 Confidential Information

(1) No information furnished by the Optionee to the Optionor hereunder in respect of the activities carried out on the Property by the Optionee, will be published by the Optionor without the written consent ofthe Optionee, but such consent in respect ofthe reporting offactual data will not be unreasonably withheld, and will not be withheld in respect of information required to be publicly disclosed pursuant to applicable securities or corporate laws. This provision will continue through the Option Period.

(2) Except to the extent otherwise required by applicable laws or with the prior consent ofthe other Party, not to be unreasonably withheld, neither Party will make any public announcement or disclosure regarding this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, the Parties acknowledge and agree that;

  • (a) The Optionee will be permitted to register notice ofthis Agreement.
  • (b) Each Party will be provided with a reasonable opportunity to review and comment upon any news release or public announcement regarding this Agreement. Ifa Party is required to disclose Confidential Information in a press release or other continuous disclosure document, including an annual information form, information circular, annual or interim financial statements, prospectus or material change report, such Party will notify the other Party ofsuch requirement, the terms

thereof and the content ofsuch press release or continuous disclosure document at least 2 Business Days prior to issuing or filing such press release or continuous disclosure document. The other Party will have the right to review and comment on the form and content of the press release or continuous disclosure document and the Parties will use all reasonable efforts, acting in good faith, to agree on a text for the statement or release that is satisfactory to the Parties, provided that consent will not be required in respect of any factual disclosure that corresponds in substance to disclosure previously consented to by the other Party or disclosure already contained within a press release or continuous disclosure document issued or filed by the other Party that, to the knowledge of the disclosing Party, after reasonable inquiry, remains factually accurate. Failure to comment within two Business Days of receipt of notice of the proposed issuance or filing of a press release or continuous disclosure document will be deemed to constitute consent. However, such consent will not be considered a representation, warranty or certification by the other Party as to the accuracy ofthe information or data in such press release or continuous disclosure document, or a confirmation by the other Party that the content of such press release or continuous disclosure document complies with applicable securities laws or stock exchange requirements. Notwithstanding the foregoing, the Optionee does not require the Optionor's consent to issue any news release pertaining to periodic continuous disclosure pertaining Exploration Expenditures and the results therefrom.

Section 10.5 Waivers

No waiver of any provision of this Agreement is binding unless it is in writing and signed by all the Parties to this Agreement entitled to grant the waiver. No failure to exercise, and no delay in exercising, any right or remedy, under this Agreement will be deemed to be a waiver of that right or remedy. No waiver of any breach of any provision ofthis Agreement will be deemed to be a waiver of any subsequent breach of that provision.

Section 10.6 Taxes

Unless otherwise specifically indicated in this Agreement, each Party will be responsible for its own personal income tax, corporate income tax, if applicable, and value added tax liability.

Section 10.7 Payment Currency

Amounts to be paid under this Agreement are to be paid in Canadian Dollars.

Section 10.8 Further Assurances

Each Party will from time to time promptly execute and deliver, or cause to be executed and delivered, all documents, deeds, conveyances and other instruments, and take all further action necessary or appropriate to give effect to the provisions and intent of this Agreement and to complete the transactions contemplated by this Agreement.

Section 10.9 Enurement

This Agreement enures to the benefit of and binds the Parties and their respective successors and permitted assigns.

Section 10.10 Governing Law and Submission to Jurisdiction

(1) This Agreement and each of the documents contemplated by or delivered under or in connection with this Agreement are governed by, and are to be construed and interpreted in accordance with, the laws ofthe Province of British Columbia and the laws ofCanada applicable in the Province ofBritish Columbia.

(2) Each of the Parties irrevocably submits to the non-exclusive jurisdiction of the courts of the Province ofBritish Columbia.

Section 10.11 No Partnership

Nothing herein will constitute or be taken to constitute the Parties as partners or create any fiduciary relationship between them. It is not the intention of the Parties to create, nor will this Agreement be construed to create, any mining, commercial or other partnership. None of the Parties will have any authority to act for or to assume any obligation or responsibility on behalf of any other Party, except as expressly provided herein.

Section 10.12 No Modification

No modification, alteration or waiver of the terms herein contained will be binding unless the same is in writing, dated subsequently hereto, and fully executed by the Parties.

Section 10.13 Rule Against Perpetuities

The Parties do not intend that there will be any violation ofthe Rule Against Perpetuities, the Rule Against Unreasonable Restraints on the Alienation of Property, or any similar rule. Accordingly, if any right or option to acquire any interest in the Property exists under this Agreement, such right or option must be exercised, if at all, so as to vest such interest within time periods permitted by applicable rules, If, however, any such violation should inadvertently occur, the Parties hereby agree that a court will reform that provision in such a way as to approximate most closely the intent ofthe Parties within the limits permissible under such rules.

Section 10.14 Conflict

Ifthere is a conflict between any provision ofthis Agreement and any provision of another document contemplated by or delivered under or in connection with this Agreement, the relevant provision ofthis Agreement is to prevail.

Section 10.15 Time ofEssence

For every provision ofthis Agreement, time is ofthe essence.

Section 10.16 Entire Agreement

This Agreement, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior agreements, negotiations, discussions, undertakings, representations, warranties and understandings, whether written or verbal.

Section 10.17 Severability

If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, the illegality, invalidity or unenforceability ofthat provision will not affect:

  • (a) the legality, validity or enforceability of the remaining provisions of this Agreement; or
  • (b) the legality, validity or enforceability ofthat provision in any otherjurisdiction.

Section 10.18 Remedies Cumulative

The rights and remedies under this Agreement are cumulative and are in addition to any other rights and remedies available at law or in equity or otherwise. No single or partial exercise by a Party of any right or remedy precludes or otherwise affects the exercise of any other right or remedy to which that Party may be entitled.

Section 10.19 Amendments

No amendment, supplement, restatement or termination ofany provision ofthis Agreement is binding unless it is in writing and signed by each Party at the time of the amendment, supplement, restatement or termination.

Section 10.20 Counterparts

This Agreement and any amendment, supplement, restatement or termination of any provision of this Agreement may be executed and delivered in accordance with the Notice provision in any number of counterparts, each ofwhich when executed and delivered is an original but all ofwhich taken together constitute one and the same instrument.

Section 10.21 Delivery by Electronic Transmission

To evidence the execution of this Agreement or any one of its counterparts, a Party may transmit a copy of its original or e-signature on the execution page hereofto the other Party by email or another form ofelectronic transmission contemplated by the Parties and such transmissions will constitute effective delivery of an executed copy ofthis Agreement to the receiving party for all purposes.

Section 10.22 Independent Legal Advice

Each ofthe Parties acknowledge and agree that he/it, as the case may be, has been afforded sufficient time to obtain independent legal advice with respect to this Agreement, and that he/it, as the case may be, has had a reasonable opportunity to do so prior to executing this Agreement.

Section 10.23 Legal and Other Fees

Each Party will be responsible for its own legal, accounting and other professions fees and expenses incurred in connection with the negotiation and settlement of this Agreement and the other matters pertaining hereto.

Section 10.24 Prospectus Exemption

(1) Any Shares issued by the Optionee to the Optionor will be issued pursuant to an exemption from prospectus registration pursuant to applicable Canadian securities laws. Such Shares will be subject to a statutory hold period of four months and a day from the date ofissuance.

(2) Any Optionor Shares issued by the Optionor to the Optionee will similarly be issued pursuant to an exemption from prospectus registration pursuant to applicable Canadian securities laws. Such Shares will be subject to a statutory hold period offour months and a day from the date of issuance.

[The remainder ofthis page is intentionally left blank. Signallire pagefollows.]

The Parties have executed this Agreement.

1844 RESOURCES INC.

By: "Sylvain Laberge" (signed)

Name: Sylvain Laberge Title: President & CEO 12/10/2024

NICKEL NORTH EXPLORATION CORP.

By: "Tony Guo" (signed)

Name: Tony Guo Title: President & CEO 12/10/2024

Schedule A - Property Description

Hawk Ridge Property Land Tenure Information

Written Description

Claim
No.
Principal
Holder
Percentage
(%)
Area
(ha)
Status Excess
Work
(S)
Work
Required
(\$)
Required
Fees
(S)
1013573 North
Nickel
Exploration
Corp.
100 44.22 Active 0 2,500.00 127
1013574 Nickel
North
Exploration
Corp.
100 44.22 Active 0 2,500.00 127
1013578 Nickel
North
Exploration
Corp.
100 43.92 Active 0 2,500.00 127
1013579 Nickel
North
Exploration
Corp.
100 14.35 Active 0 1,000.00 35.25
1013582 North
Nickel
Exploration
Corp.
100 44.20 Active 0 2,500.00 127
1013583 Nickel
North
Exploration
Corp.
100 36.70 Active 0 2,500.00 127
1013589 Nickel
North
Exploration
Corp.
100 44.19 Active 0 2,500.00 127
1013590 Nickel
North
Exploration
Corp.
100 44.19 Active 0 2,500.00 127
1013596 Nickel
North
Exploration
Corp.
100 44.18 Active 0 2,500.00 127
1013601 Nickel
North
Exploration
Corp.
100 44.17 Active 0 2,500.00 127
1013602 Nickel
North
Exploration
Corp.
100 44.17 Active 0 2,500.00 127
1013603 Nickel
North
Exploration
Corp.
100 44.17 Active 0 2,500.00 127
1013605 Nickel
North
Exploration
Corp.
100 44.17 Active 0 2,500.00 127
1013613 Nickel
North
Exploration
Corp.
100 44.17 Active 0 2,500.00 127
1013614 Nickel
North
Exploration
Corp.
100 44.17 Active 0 2,500.00 127
1013615 North
Exploration
Nickel
Corp.
100 44.17 Active 0 2,500.00 127
1013616 Nickel
North
Exploration
Corp.
100 44.16 Active 0 2,500.00 127
1013618 Nickel
North
Exploration
Corp.
100 44.16 Active 0 2,500.00 127
1017823 Nickel
North
Exploration
Corp.
100 44.25 Active 0 2,500.00 127
1017824 Nickel
North
Exploration
Corp.
100 44.25 Active 0 2,500.00 127
1017825 North
Nickel
Exploration
Corp.
100 44.25 Active 0 2,500.00 127
1017826 Nickel
North
Exploration
Corp.
100 44.25 Active 0 2,500.00 127

LEGAL_45530060.2 A- 1

Claim
No.
Principal
Holder
Percentage
(%)
Area
(ha)
Status Excess
Work
(S)
Work
Required
(S)
Required
Fees
(\$)
1017827 Nickel
North
Exploration
Corp.
100 44.25 Active 0 2,500.00 127
1017829 Nickel
North
Exploration
Corp.
100 44.24 Active 0 2,500.00 127
1017830 Nickel
North
Exploration
Corp.
100 44.24 Active 0 2,500.00 127
1017831 Nickel
North
Exploration
Corp.
100 44.24 Active 26,749.19 2,500.00 127
1017832 Nickel
North
Exploration
Corp.
100 44.24 Active 0 2,500.00 127
1017833 Nickel
North
Exploration
Corp.
100 44.24 Active 0 2,500.00 127
1017834 Nickel
North
Exploration
Corp.
100 44.24 Active 0 2,500.00 127
1017835 Exploration
Nickel
North
Corp.
100 44.24 Active 0 2,500.00 127
1017836 Nickel
North
Exploration
Corp.
100 44.24 Active 0 2.500.00 127
1017837 Nickel
North
Exploration
Corp.
100 44.23 Active 0 2.500.00 127
1017838 Nickel
North
Exploration
Corp.
100 44.23 Active 0 2,500.00 127
1017839 Nickel
North
Exploration
Corp.
100 44.23 Active 31.291.44 2,500.00 127
1017840 Nickel
North
Exploration
Corp.
100 44.23 Active 0 2.500.00 127
1017841 North
Exploration
Nickel
Corp.
100 44.23 Active 0 2.500.00 127
1017842 Nickel
North
Exploration
Corp.
100 44.23 Active 0 2,500.00 127
1017843 Nickel
North
Exploration
Corp.
100 44.23 Active 0 2,500.00 127
1017844 Exploration
Nickel
North
Corp.
100 44.02 Active 0 2,500.00 127
1017845 Nickel
North
Exploration
Corp.
100 44.22 Active 0 2,500.00 127
1017846 North
Nickel
Exploration
Corp.
100 44.22 Active 0 2,500.00 127
1017847 Nickel
Exploration
North
Corp.
100 44.22 Active 0 2,500.00 127
1017848 Nickel
North
Exploration
Corp.
100 44.22 Active 0 2,500.00 127
1017849 Nickel
North
Exploration
Corp.
100 44.22 Active 0 2,500.00 127
1017850 Nickel
North
Exploration
Corp.
100 44.22 Active 0 2,500.00 127
1017851 Nickel
North
Exploration
Corp.
100 44.22 Active 0 2,500.00 127
1017853 Nickel
North
Exploration
Corp.
100 44.21 Active 0 2,500.00 127
1017854 Nickel
North
Exploration
Corp.
100 44.21 Active 0 2,500.00 127
1017855 North
Nickel
Exploration
Corp.
100 44.21 Active 0 2,500.00 127
Claim
No.
Principal
Holder
Percentage
(%)
Area
(ha)
Status Excess
Vt ork
(S)
Work
Required
(S)
Required
Fees
(S)
1017857 Nickel
North
Exploration
Corp.
100 44.20 Active 0 2,500.00 127
1017858 Nickel
North
Exploration
Corp.
100 44.20 Active 0 2,500.00 127
1017859 Nickel
North
Exploration
Corp.
100 44.20 Active 0 2,500.00 127
1017861 Nickel
North
Exploration
Corp.
100 44.19 Active 0 2,500.00 127
1017862 Nickel
North
Exploration
Corp.
100 44.19 Active 0 2,500.00 127
1017863 Nickel
North
Exploration
Corp.
100 44.19 Active 0 2,500.00 127
1017865 North
Nickel
Exploration
Corp.
100 44.18 Active 0 2,500.00 127
1017866 Exploration
Nickel
North
Corp.
100 44.18 Active 0 2,500.00 127
1017867 Nickel
North
Exploration
Corp.
100 44.18 Active 0 2.500.00 127
1017868 Nickel
North
Exploration
Corp.
100 44.18 Active 0 2,500.00 127
1017869 Nickel
North
Exploration
Corp.
100 44.18 Active 0 2,500.00 127
1017870 Nickel
North
Exploration
Corp.
100 44.18 Active 448.14 2,500.00 127
1017943 Nonh
Nickel
Exploration
Corp.
100 44.41 Active 0 2,500.00 127
1017944 North
Nickel
Exploration
Corp.
100 44.41 Active 24.610.27 2,500.00 127
1017945 Nickel
North
Exploration
Corp.
100 44.41 Active 0 2,500.00 127
1017946 Nickel
Exploration
North
Corp.
100 44.41 Active 892.50 2,500.00 127
1017947 Exploration
Nickel
North
Corp.
100 44.41 Active 14,130.02 2,500.00 127
1017948 Nickel
North
Exploration
Corp.
100 44.41 Active 0 2,500.00 127
1017949 Nickel
North
Exploration
Corp.
100 44.40 Active 0 2,500.00 127
1017950 Nickel
North
Exploration
Corp.
100 44.40 Active 0 2,500.00 127
1017951 Exploration
Nickel
North
Corp.
100 44.40 Active 0 2,500.00 127
1017952 Nickel
North
Exploration
Corp.
100 44.40 Active 0 2,500.00 127
1017953 North
Exploration
Nickel
Corp.
100 44.40 Active 4.724.18 2,500.00 127
1017954 Nickel
North
Exploration
Corp.
100 44.40 Active 5.769.25 2,500.00 127
1017955 Nickel
North
Exploration
Corp.
100 44.40 Active 0 2,500.00 127
1017958 Nickel
North
Exploration
Corp.
100 44.39 Active 0 2,500.00 127
1017959 Nickel
North
Exploration
Corp.
100 44.39 Active 0 2,500.00 127
Claim
No.
Principal
Holder
Percentage
(%)
Area
(ha)
Status Excess
Work
(S)
Work
Required
(\$)
Required
Fees
(S)
1017960 Nickel
North
Exploration
Corp.
100 44.39 Active 0 2.500.00 127
1017961 Nickel
North
Exploration
Corp.
100 44.39 Active 0 2,500.00 127
1017962 North
Exploration
Nickel
Corp.
100 44.39 Active 0 2.500.00 127
1017963 North
Nickel
Exploration
Corp.
100 44.39 Active 0 2,500.00 127
1017964 Nickel
North
Exploration
Corp.
100 44.39 Active 0 2,500.00 127
1017967 Nickel
North
Exploration
Corp.
100 44.38 Active 0 2,500.00 127
1017968 North
Exploration
Nickel
Corp.
100 44.38 Active 0 2.500.00 127
1017969 Nickel
North
Exploration
Corp.
100 44.38 Active 0 2.500.00 127
1017970 Nickel
North
Exploration
Corp.
100 44.38 Active 0 2,500.00 127
1017971 Nickel
North
Exploration
Corp.
100 44.38 Active 2.981.90 2,500.00 127
1017972 Nickel
North
Exploration
Corp.
100 44.38 Active 0 2,500.00 127
1017974 North
Nickel
Exploration
Corp.
100 44.37 Active 0 2,500.00 127
1017975 North
Exploration
Nickel
Corp.
100 44.37 Active 0 2,500.00 127
1017976 North
Nickel
Exploration
Corp.
100 44.37 Active 0 2,500.00 127
1017977 Nickel
North
Exploration
Corp.
100 44.37 Active 0 2,500.00 127
1017978 Nickel
North
Exploration
Corp.
100 44.37 Active 0 2,500.00 127
1017981 Nickel
North
Exploration
Corp.
100 44.36 Active 0 2,500.00 127
1017982 Nickel
North
Exploration
Corp.
100 44.36 Active 0 2,500.00 127
1017983 Nickel
North
Exploration
Corp.
100 44.36 Active 0 2.500.00 127
1017984 Nickel
North
Exploration
Corp.
100 44.36 Active 40,956.90 2,500.00 127
1017985 Nickel
North
Exploration
Corp.
100 44.36 Active 40,633.55 2,500.00 127
1017986 Nickel
North
Exploration
Corp.
100 44.36 Active 33,331.45 2,500.00 127
1017987 Nickel
North
Exploration
Corp.
100 44.36 Active 0 2,500.00 127
1017990 NickelNorth
Exploration
Corp.
100 44.35 Active 0 2,500.00 127
1017991 Nickel
North
Exploration
Corp.
100 44.35 Active 0 2,500.00 127
1017992 North
Exploration
Nickel
Corp.
100 44.35 Active 103.768.61 2,500.00 127
1017993 North
Nickel
Exploration
Corp.
100 44.35 Active 201.415.81 2,500.00 127
Claim
No.
Principal
Holder
Percentage
(%)
Area
(ha)
Status Excess
Work
(S)
Work
Required
(\$)
Required
Fees
(\$)
1017994 Nickel
North
Exploration
Corp.
100 44.35 Active 529.455.17 2,500.00 127
1017995 Nickel
North
Exploration
Corp.
100 44.35 Active 41,556.65 2,500.00 127
1017997 Nickel
North
Exploration
Corp.
100 44.34 Active 0 2,500.00 127
1017998 Nickel
North
Exploration
Corp.
100 44.34 Active 0 2,500.00 127
1017999 North
Nickel
Exploration
Corp.
100 44.34 Active 0 2,500.00 127
1018000 Nickel
North
Exploration
Corp.
100 44.34 Active 107.402.18 2,500.00 127
1018001 Nickel
North
Exploration
Corp.
100 44.34 Active 455.111.21 2,500.00 127
1018002 Nickel
North
Exploration
Corp.
100 44.34 Active 41,556.41 2,500.00 127
1018003 Nickel
North
Exploration
Corp.
100 44.34 Active 0 2.500.00 127
1018004 Nickel
North
Exploration
Corp.
100 44.33 Active 0 2,500.00 127
1018005 Nickel
North
Exploration
Corp.
100 44.33 Active 0 2,500.00 127
1018006 North
Exploration
Nickel
Corp.
100 44.33 Active 0 2,500.00 127
1018007 Nickel
North
Exploration
Corp.
100 44.33 Active 0 2,500.00 127
1018008 Nickel
North
Exploration
Corp.
100 44.33 Active 0 2,500.00 127
1018009 Nickel
North
Exploration
Corp.
100 44.33 Active 0 2,500.00 127
1018011 Nickel
North
Exploration
Corp.
100 44.32 Active 0 2,500.00 127
1018012 Exploration
Corp.
Nickel
North
100 44.32 Active 0 2,500.00 127
1018013 Nickel
North
Exploration
Corp.
100 44.32 Active 0 2,500.00 127
1018014 Nickel
North
Exploration
Corp.
100 44.32 Active 0 2,500.00 127
1018015 Nickel
North
Exploration
Corp.
100 44.32 Active 0 2,500.00 127
1018016 Nickel
North
Exploration
Corp.
100 44.32 Active 0 2,500.00 127
1018017 Nickel
North
Exploration
Corp.
100 44.32 Active 0 2,500.00 127
1018018 Nickel
North
Exploration
Corp.
100 44.31 Active 0 2,500.00 127
1018019 Nickel
North
Exploration
Corp.
100 44.31 Active 49,366.62 2,500.00 127
1018020 Nickel
North
Exploration
Corp.
100 44.31 Active 193.31 2,500.00 127
1018021 Nickel
North
Exploration
Corp.
100 44.31 Active 3,328.51 2,500.00 127
1018022 Nickel
North
Exploration
Corp.
100 44.31 Active 0 2,500.00 127
Claim
No.
Principal
Holder
Percentage
(%)
Area
(ha)
Status Excess
Work
(S)
Work
Required
(S)
Required
Fees
(S)
1018023 Nickel
North
Exploration
Corp.
100 44.30 Active 1,238.24 2,500.00 127
1018024 Nickel
North
Exploration
Corp.
100 44.30 Active 0 2,500.00 127
1018025 Nickel
North
Exploration
Corp.
100 44.50 Active 0 2,500.00 127
1018026 Nickel
North
Exploration
Corp.
100 44.50 Active 0 2,500.00 127
1018027 North
Exploration
Nickel
Corp.
100 44.50 Active 1,939.81 2,500.00 127
1018028 Nickel
North
Exploration
Corp.
100 44.50 Active 0 2,500.00 127
1018029 Nickel
North
Exploration
Corp.
100 44.50 Active 0 2,500.00 127
1018030 North
Exploration
Nickel
Corp.
100 44.49 Active 0 2,500.00 127
1018031 Nickel
North
Exploration
Corp.
100 44.49 Active 0 2,500.00 127
1018032 Nickel
North
Exploration
Corp.
100 44.49 Active 2.287.92 2,500.00 127
1018033 Nickel
North
Exploration
Corp.
100 44.49 Active 0 2,500.00 127
1018035 North
Exploration
Nickel
Corp.
100 44.48 Active 0 2,500.00 127
1018036 North
Nickel
Exploration
Corp.
100 44.48 Active 0 2.500.00 127
1018037 NickelNorth
Exploration
Corp.
100 44.48 Active 4,377.80 2,500.00 127
1018038 North
Exploration
Nickel
Corp.
100 44.48 Active 0 2,500.00 127
1018041 Nickel
North
Exploration
Corp.
100 44.46 Active 0 2,500.00 127
1018042 Nickel
North
Exploration
Corp.
100 44.46 Active 0 2,500.00 127
1018043 North
Nickel
Exploration
Corp.
100 44.46 Active 0 2,500.00 127
1018044 Nickel
North
Exploration
Corp.
100 44.46 Active 31,200.71 2,500.00 127
1018045 Nickel
North
Exploration
Corp.
100 44.46 Active 0 2,500.00 127
1018048 North
Exploration
Nickel
Corp.
100 44.45 Active 0 2,500.00 127
1018049 NickelNorth
Exploration
Corp.
100 44.45 Active 0 2,500.00 127
1018050 North
Exploration
Nickel
Corp.
100 44.45 Active 0 2,500.00 127
1018051 Nickel
North
Exploration
Corp.
100 44.45 Active 9,254.04 2,500.00 127
1018052 Nickel
North
Exploration
Corp.
100 44.45 Active 13,782.67 2,500.00 127
1018053 North
Exploration
Nickel
Corp.
100 44.45 Active 11,344.18 2,500.00 127
1018055 Nickel
North
Exploration
Corp.
100 44.44 Active 0 2,500.00 127
Claim
No.
Principal
Holder
Percentage
(%)
Area
(ha)
Status Excess
Work
(S)
Work
Required
(\$)
Required
Fees
(\$)
1018056 North
Exploration
Nickel
Corp.
100 44.44 Active 0 2,500.00 127
1018057 Nickel
North
Exploration
Corp.
100 44.44 Active 10,298.86 2,500.00 127
1018058 Nickel
Exploration
North
Corp.
100 44.44 Active 8,557.08 2,500.00 127
1018059 Nickel
North
Exploration
Corp.
100 44.44 Active 86,757.19 2,500.00 127
1018060 Nickel
Exploration
North
Corp.
100 44.44 Active 0 2,500.00 127
1018061 Exploration
Nickel
North
Corp.
100 44.43 Active 0 2,500.00 127
1018062 Nickel
North
Exploration
Corp.
100 44.43 Active 0 2,500.00 127
1018063 Nickel
North
Exploration
Corp.
100 44.43 Active 13,947.09 2,500.00 127
1018064 North
Nickel
Exploration
Corp.
100 44.43 Active 24,647.89 2,500.00 127
1019188 Nickel
North
Exploration
Corp.
100 44.21 Active 139.158.99 2,500.00 127
1019189* Nickel
North
Exploration
Corp.
100 44.21 Active 470.807.05 2,500.00 127
1019190* North
Exploration
Nickel
Corp.
100 44.21 Active 117,891.21 2,500.00 127
1019191 Nickel
North
Exploration
Corp.
100 44.20 Active 204.757.31 2,500.00 127
1019192* North
Exploration
Nickel
Corp.
100 44.20 Active 439,953.69 2,500.00 127
1019193* Nickel
North
Exploration
Corp.
100 44.20 Active 289.895.81 2,500.00 127
1019194* Nickel
North
Exploration
Corp.
100 44.19 Active 154.410.60 2,500.00 127
1019195* Exploration
Nickel
North
Corp.
100 44.19 Active 154,869.81 2,500.00 127
1019198* Nickel
North
Exploration
Corp.
100 44.49 Active 76,332.82 2,500.00 127
1019199* Nickel
North
Exploration
Corp.
100 44.49 Active 177,429.26 2,500.00 127
1019200* Nickel
North
Exploration
Corp.
100 44.48 Active 178,134.92 2,500.00 127
1019201* Nickel
North
Exploration
Corp.
100 44.48 Active 106,635.41 2,500.00 127
1019202* North
Nickel
Exploration
Corp.
100 44.46 Active 85.847.81 2,500.00 127
1019203* Nickel
North
Exploration
Corp.
100 44.46 Active 109,775.78 2,500.00 127
1019204* Nickel
North
Exploration
Corp.
100 44.46 Active 116,061.09 2,500.00 127
1020521 Nickel
North
Exploration
Corp.
100 44.19 Active 59,548.27 2,500.00 127
1020522 Nickel
North
Exploration
Corp.
100 44.49 Active 2.984.63 2,500.00 127
1020523 Nickel
North
Exploration
Corp.
100 44.48 Active 19,206.33 2,500.00 127
Claim
No.
Principal
Holder
Percentage
(%)
Area
(ha)
Status Excess
Work
(S)
Work
Required
(\$)
Required
Fees
(\$)
1129215 Nickel
North
Exploration
Corp.
100 19.81 Active 0 1,000.00 35.25
1129219 Nickel
North
Exploration
Corp.
100 12.60 Active 0 1,000.00 35.25
2258726 Nickel
North
Exploration
Corp.
100 44.51 Active 4,923.00 1,800.00 127
2258727 Nickel
North
Exploration
Corp.
100 44.51 Active 0 1,800.00 127
2258728 North
Exploration
Nickel
Corp.
100 44.44 Active 0 1,800.00 127
2258729 Nickel
North
Exploration
Corp.
100 44.43 Active 21,110.28 1,800.00 127
2258730 North
Exploration
Nickel
Corp.
100 44.43 Active 0 1,800.00 127
2258732 Nickel
North
Exploration
Corp.
100 44.42 Active 2.482.27 1.800.00 127
2258733 Nickel
North
Exploration
Corp.
100 44.42 Active 1,437.20 1,800.00 127
2258734 Nickel
North
Exploration
Corp.
100 44.42 Active 0 1,800.00 127
2258735 Nickel
North
Exploration
Corp.
100 44.42 Active 4,388.95 1,800.00 127
2258736 North
Exploration
Nickel
Corp.
100 44.42 Active 0 1,800.00 127
2258737 Nickel
North
Exploration
Corp.
100 44.42 Active 0 1,800.00 127
2258738 North
Nickel
Exploration
Corp.
100 44.41 Active 0 1,800.00 127
2258739 Nickel
North
Exploration
Corp.
100 44.41 Active 0 1,800.00 127
2258740 Nickel
North
Exploration
Corp.
100 44.29 Active 4,220.81 1,800.00 127
2258741 Nickel
North
Exploration
Corp.
100 44.29 Active 12,581.35 1,800.00 127
2258742 Nickel
North
Exploration
Corp.
100 44.29 Active 9,097.80 1,800.00 127
2258743 North
Exploration
Nickel
Corp.
100 44.29 Active 1,782.32 1,800.00 127
2258744 Nickel
North
Exploration
Corp.
100 44.28 Active 7.520.68 1,800.00 127
2258745 Nickel
North
Exploration
Corp.
100 44.28 Active 2,130.44 1,800.00 127
2258746 Nickel
North
Exploration
Corp.
100 44.28 Active 0 1,800.00 127
2258747 Nickel
North
Exploration
Corp.
100 44.28 Active 0 1,800.00 127
2258748 Nickel
North
Exploration
Corp.
100 44.27 Active 0 1,800.00 127
2258749 Nickel
North
Exploration
Corp.
100 44.27 Active 0 1,800.00 127
2258750 Exploration
Nickel
North
Corp.
100 44.27 Active 0 1,800.00 127
2258753 North
Exploration
Nickel
Corp.
100 44.26 Active 1,084.87 1,800.00 127
Claim
No.
Principal
Holder
Percentage
(%)
Area
(ha)
Status Excess
Work
(S)
Work
Required
(S)
Required
Fees
(S)
2258754 Nickel
North
Exploration
Corp.
100 44.26 Active 2.991.56 1,800.00 127
2258755 Nickel
North
Exploration
Corp.
100 44.26 Active 0 1,800.00 127
2258758 Nickel
North
Exploration
Corp.
100 44.17 Active 1,596.52 1,800.00 127
2258759 Nickel
North
Exploration
Corp.
100 44.16 Active 0 1,800.00 127
2258760 Nickel
North
Exploration
Corp.
100 44.16 Active 0 1,800.00 127
2258761 Nickel
North
Exploration
Corp.
100 44.16 Active 1,579.09 1,800.00 127
2258762 Nickel
North
Exploration
Corp.
100 44.16 Active 385.67 1,800.00 127
2258763 Exploration
Nickel
North
Corp.
100 44.14 Active 0 1,800.00 127
2258764 Nickel
North
Exploration
Corp.
100 44.14 Active 0 1,800.00 127
2258765 Nickel
North
Exploration
Corp.
100 44.14 Active 0 1,800.00 127
2258766 Nickel
North
Exploration
Corp.
100 44.14 Active 0 1,800.00 127
2258767 Nickel
North
Exploration
Corp.
100 44.13 Active 0 1,800.00 127
2258768 Nickel
North
Exploration
Corp.
100 44.13 Active 0 1,800.00 127
2258769 North
Exploration
Nickel
Corp.
100 44.13 Active 0 1,800.00 127
2258770 Nickel
North
Exploration
Corp.
100 44.12 Active 0 1,800.00 127
2258771 Nickel
North
Exploration
Corp.
100 44.12 Active 0 1,800.00 127
2258772 Exploration
Nickel
North
Corp.
100 44.12 Active 0 1,800.00 127
2258773 Nickel
North
Exploration
Corp.
100 44.11 Active 0 1,800.00 127
2258774 Nickel
North
Exploration
Corp.
100 44.11 Active 0 1,800.00 127
2258775 Nickel
North
Exploration
Corp.
100 44.11 Active 0 1,800.00 127
2258776 Nickel
North
Exploration
Corp.
100 44.10 Active 0 1,800.00 127
2258777 Nickel
North
Exploration
Corp.
100 44.10 Active 0 1,800.00 127
2258778 North
Exploration
Corp.
Nickel
100 44.10 Active 0 1,800.00 127
2258779 Nickel
North
Exploration
Corp.
100 44.09 Active 0 1,800.00 127
2258780 Nickel
North
Exploration
Corp.
100 44.09 Active 0 1,800.00 127
2258781 Nickel
North
Exploration
Corp.
100 44.09 Active 0 1,800.00 127
2258782 North
Exploration
Nickel
Corp.
100 44.09 Active 0 1,800.00 127
Claim
No.
Principal
Holder
Percentage
(%)
Area
(ha)
Status Excess
Work
(S)
Work
Required
(S)
Required
Fees
(\$)
2258783 Nickel
North
Exploration
Corp.
100 44.09 Active 0 1,800.00 127
2258785 Nickel
North
Exploration
Corp.
100 44.08 Active 0 1,800.00 127
2258786 Nickel
North
Exploration
Corp.
100 44.08 Active 0 1,800.00 127
2258787 Nickel
North
Exploration
Corp.
100 44.08 Active 0 1,800.00 127
2258788 Nickel
North
Exploration
Corp.
100 44.08 Active 0 1,800.00 127
2258789 Nickel
North
Exploration
Corp.
100 44.08 Active 76,119.55 1,800.00 127
2258790 Nickel
North
Exploration
Corp.
100 44.08 Active 0 1,800.00 127
2258791 Nickel
North
Exploration
Corp.
100 44.08 Active 0 1,800.00 127
2258792 Nickel
North
Exploration
Corp.
100 44.08 Active 0 1,800.00 127
2258793 Nickel
North
Exploration
Corp.
100 44.08 Active 0 1,800.00 127
2258795 Nickel
North
Exploration
Corp.
100 44.07 Active 0 1,800.00 127
2258796 Nickel
North
Exploration
Corp.
100 44.07 Active 0 1,800.00 127
2258797 Nickel
North
Exploration
Corp.
100 44.07 Active 45.865.37 1,800.00 127
2258798 Nickel
Exploration
North
Corp.
100 44.07 Active 260.783.08 1,800.00 127
2258799 Nickel
North
Exploration
Corp.
100 44.07 Active 466.181.49 1,800.00 127
2258800 Exploration
Corp.
Nickel
North
100 44.07 Active 128.482.53 1,800.00 127
2258802 Exploration
Nickel
North
Corp.
100 44.06 Active 0 1,800.00 127
2258803 North
Exploration
Nickel
Corp.
100 44.06 Active 19.341.44 1,800.00 127
2258804 Nickel
North
Exploration
Corp.
100 44.06 Active 485.575.51 1,800.00 127
2258805 Nickel
North
Exploration
Corp.
100 44.06 Active 1 11.722.59 1,800.00 127
2258806 Nickel
North
Exploration
Corp.
100 44.06 Active 0 1,800.00 127
2258807 Nickel
North
Exploration
Corp.
100 44.05 Active 0 1,800.00 127
2258808 Nickel
North
Exploration
Corp.
100 44.05 Active 1 11,803.09 1,800.00 127
2258809 Nickel
North
Exploration
Corp.
100 44.05 Active 0 1,800.00 127
2265619 Nickel
North
Exploration
Corp.
100 14.62 Active 0 750.00 35.25
2265620 Exploration
Nickel
North
Corp.
100 43.45 Active 0 1,800.00 127
2265621 Nickel
North
Exploration
Corp.
100 15.17 Active 0 750.00 35.25
Claim
No.
Principal
Holder
Percentage
(%)
Area
(ha)
Status Excess
Work
(S)
Work
Required
(S)
Required
Fees
(\$)
2265622 Nickel
North
Exploration
Corp.
100 43.56 Active 0 1,800.00 127
2337938 Nickel
North
Exploration
Corp.
100 44.55 Active 2,065.50 1,800.00 127
2337939 Nickel
North
Exploration
Corp.
100 44.57 Active 0 1,800.00 127
2337940 Nickel
North
Exploration
Corp.
100 44.57 Active 0 1,800.00 127
2337941 Nickel
North
Exploration
Corp.
100 44.57 Active 0 1,800.00 127
2337942 Nickel
North
Exploration
Corp.
100 44.57 Active 3,459.42 1.800.00 127
2337943 Nickel
North
Exploration
Corp.
100 44.56 Active 66,244.97 1.800.00 127
2337944 Nickel
North
Exploration
Corp.
100 44.56 Active 0 1,800.00 127
2337945 Nickel
North
Exploration
Corp.
100 44.56 Active 0 1,800.00 127
2337946 North
Nickel
Exploration
Corp.
100 44.56 Active 6,594.37 1,800.00 127
2337947 Nickel
North
Exploration
Corp.
100 44.56 Active 1,369.03 1,800.00 127
2337948 Nickel
Exploration
Corp.
North
100 44.55 Active 94,686.28 1,800.00 127
2337949 Nickel
North
Exploration
Corp.
100 44.55 Active 0 1.800.00 127
2337950 Nickel
North
Exploration
Corp.
100 44.55 Active 0 1,800.00 127
2337951 North
Nickel
Exploration
Corp.
100 44.55 Active 4.852.34 1,800.00 127
2337952 Nickel
North
Exploration
Corp.
100 44.54 Active 28,313.52 1,800.00 127
2337953 Nickel
North
Exploration
Corp.
100 44.54 Active 13,169.32 1,800.00 127
2337954 Nickel
North
Exploration
Corp.
100 44.54 Active 0 1,800.00 127
2337955 Nickel
North
Exploration
Corp.
100 44.54 Active 1,716.89 1,800.00 127
2337956 Nickel
North
Exploration
Corp.
100 44.54 Active 0 1,800.00 127
2337957 Nickel
North
Exploration
Corp.
100 44.54 Active 11,470.85 1,800.00 127
2337961 North
Nickel
Exploration
Corp.
100 44.53 Active 0 1,800.00 127
2337962 Nickel
North
Exploration
Corp.
100 44.53 Active 0 1,800.00 127
2337963 Nickel
North
Exploration
Corp.
100 44.53 Active 1,019.94 1,800.00 127
2337964 North
Nickel
Exploration
Corp.
100 44.53 Active 8,683.77 1,800.00 127
2337965 Nickel
North
Exploration
Corp.
100 44.53 Active 7,290.34 1,800.00 127
2337966 Nickel
North
Exploration
Corp.
100 44.53 Active 7,638.70 1,800.00 127
Claim
No.
Holder
Principal
Percentage
(%)
Area
(ha)
Status Excess
Work
(\$)
Work
Required
(S)
Required
Fees
(S)
2337969 Nickel
North
Exploration
Corp.
100 44.52 Active 122.525.47 1,800.00 127
2337970 Nickel
North
Exploration
Corp.
100 44.52 Active 0 1,800.00 127
2337971 Nickel
North
Exploration
Corp.
100 44.52 Active 0 1,800.00 127
2337972 North
Nickel
Exploration
Corp.
100 44.52 Active 5,199.96 1,800.00 127
2337973 Nickel
North
Exploration
Corp.
100 44.52 Active 1,368.04 1,800.00 127
2337974 Nickel
North
Exploration
Corp.
100 44.52 Active 5,896.67 1,800.00 127
2337975 Nickel
North
Exploration
Corp.
100 44.52 Active 1.716.40 1,800.00 127
2337976 Nickel
North
Exploration
Corp.
100 44.51 Active 0 1,800.00 127
2337977 Nickel
North
Exploration
Corp.
100 44.51 Active 3,109.57 1,800.00 127
2337978 Nickel
North
Exploration
Corp.
100 44.51 Active 8,683.27 1,800.00 127
2337979 Nickel
North
Exploration
Corp.
100 44.51 Active 0 1,800.00 127
2337981 North
Nickel
Exploration
Corp.
100 44.50 Active 1,019.19 1,800.00 127
2337982 Nickel
North
Exploration
Corp.
100 44.50 Active 0 1,800.00 127
2337985 Nickel
North
Exploration
Corp.
100 44.49 Active 0 1,800.00 127
2337986 Nickel
North
Exploration
Corp.
100 44.49 Active 0 1,800.00 127
2337987 Nickel
North
Exploration
Corp.
100 44.49 Active 0 1,800.00 127
2337989 Nickel
North
Exploration
Corp.
100 44.48 Active 670.33 1,800.00 127
2337993 Nickel
North
Exploration
Corp.
100 44.40 Active 0 1,800.00 127
2337994 Nickel
North
Exploration
Corp.
100 44.39 Active 0 1,800.00 127
2337995 Exploration
Nickel
North
Corp.
100 44.39 Active 0 1,800.00 127
2337997 Nickel
North
Exploration
Corp.
100 44.29 Active 0 1,800.00 127
2338003 Nickel
North
Exploration
Corp.
100 44.26 Active 0 1,800.00 127
2338004 Nickel
North
Exploration
Corp.
100 44.26 Active 773.23 1,800.00 127
2338005 Exploration
Nickel
North
Corp.
100 44.25 Active 0 1,800.00 127
2338006 Nickel
North
Exploration
Corp.
100 44.25 Active 0 1,800.00 127
2338007 North
Nickel
Exploration
Corp.
100 44.16 Active 0 1,800.00 127
2338008 North
Nickel
Exploration
Corp.
100 44.16 Active 0 1,800.00 127
Claim
No.
Principal
Holder
Percentage
(%)
Area
(ha)
Status Excess
Work
(S)
Work
Required
(S)
Required
Fees
(\$)
2338009 North
Nickel
Exploration
Corp.
100 44.16 Active 1,044.16 1,800.00 127
2338012 Nickel
North
Exploration
Corp.
100 44.14 Active 0 1,800.00 127
2338014 Nickel
North
Exploration
Corp.
100 44.55 Active 672.07 1,800.00 127
2338015 Nickel
North
Exploration
Corp.
100 44.54 Active 0 1,800.00 127
2338016 North
Exploration
Nickel
Corp.
100 44.53 Active 0 1,800.00 127
2341758 Nickel
North
Exploration
Corp.
100 37.43 Active 123.063.90 1,800.00 127
2341759 Nickel
North
Exploration
Corp.
100 44.13 Active 19.663.33 1,800.00 127
2390451 Nickel
North
Exploration
Corp.
100 44.10 Active 0 1,600.00 127
2390453 Nickel
North
Exploration
Corp.
100 44.10 Active 0 1,600.00 127
2390462 Nickel
North
Exploration
Corp.
100 44.09 Active 0 1,600.00 127
2390463 Nickel
North
Exploration
Corp.
100 44.09 Active 0 1,600.00 127
2390467 Nickel
North
Exploration
Corp.
100 44.08 Active 0 1,600.00 127
2390468 Nickel
North
Exploration
Corp.
100 44.08 Active 0 1,600.00 127
2390472 North
Nickel
Exploration
Corp.
100 44.07 Active 0 1,600.00 127
2390477 Nickel
North
Exploration
Corp.
100 44.06 Active 0 1,600.00 127
2390478 Nickel
North
Exploration
Corp.
100 44.06 Active 0 1,600.00 127
2390479 North
Nickel
Exploration
Corp.
100 44.06 Active 0 1,600.00 127
2390509 Nickel
North
Exploration
Corp.
100 44.43 Active 0 1,600.00 127
2390512 Nickel
North
Exploration
Corp.
100 44.42 Active 0 1,600.00 127
2390513 Nickel
North
Exploration
Corp.
100 44.42 Active 0 1,600.00 127
2390514 Nickel
North
Exploration
Corp.
100 44.42 Active 0 1,600.00 127
2390519 Nickel
North
Exploration
Corp.
100 44.38 Active 0 1,600.00 127
2390521 Nickel
North
Exploration
Corp.
100 44.37 Active 0 1,600.00 127
2390522 Nickel
North
Exploration
Corp.
100 44.37 Active 0 1,600.00 127
2390543 Nickel
North
Exploration
Corp.
100 44.12 Active 0 1,600.00 127
2390544 Nickel
North
Exploration
Corp.
100 44.12 Active 0 1,600.00 127
2390545 North
Nickel
Exploration
Corp.
100 44.12 Active 0 1,600.00 127
Claim
No.
Principal
Holder
Percentage
(%)
Area
(ha)
Status Excess
Work
(S)
Work
Required
(\$)
Required
Fees
(\$)
2390554 Nickel
North
Exploration
Corp.
100 44.11 Active 0 1,600.00 127
2390566 Nickel
North
Exploration
Corp.
100 44.34 Active 0 1.600.00 127
2390569 Nickel
North
Exploration
Corp.
100 44.33 Active 0 1,600.00 127
2390601 Nickel
North
Exploration
Corp.
100 44.28 Active 0 1,600.00 127
2390608 North
Exploration
Nickel
Corp.
100 44.27 Active 0 1,600.00 127
2390609 Nickel
North
Exploration
Corp.
100 44.27 Active 0 1,600.00 127
2390610 North
Nickel
Exploration
Corp.
100 44.27 Active 0 1,600.00 127
2390668 Nickel
North
Exploration
Corp.
100 43.33 Active 0 1,600.00 127
2390669 Nickel
North
Exploration
Corp.
100 44.17 Active 0 1.600.00 127
2390670 Nickel
North
Exploration
Corp.
100 44.17 Active 0 1,600.00 127
2390671 Nickel
North
Exploration
Corp.
100 43.96 Active 0 1,600.00 127
2390672 North
Exploration
Corp.
Nickel
100 44.07 Active 0 1,600.00 127
2390673 Nickel
North
Exploration
Corp.
100 44.07 Active 0 1,600.00 127
2390674 Nickel
North
Exploration
Corp.
100 44.07 Active 0 1,600.00 127
2390675 Nickel
North
Exploration
Corp.
100 44.07 Active 0 1,600.00 127
2390676 Nickel
North
Exploration
Corp.
100 44.07 Active 0 1,600.00 127
2390677 Nickel
North
Exploration
Corp.
100 44.07 Active 0 1,600.00 127
2390678 North
Exploration
Nickel
Corp.
100 44.06 Active 0 1,600.00 127
2390679 Nickel
North
Exploration
Corp.
100 44.06 Active 0 1,600.00 127
2390680 Nickel
North
Exploration
Corp.
100 44.06 Active 0 1,600.00 127
2390681 Nickel
North
Exploration
Corp.
100 44.06 Active 0 1,600.00 127
2390682 Nickel
North
Exploration
Corp.
100 44.06 Active 0 1,600.00 127
2390683 Nickel
North
Exploration
Corp.
100 44.06 Active 0 1,600.00 127
2390684 Nickel
North
Exploration
Corp.
100 44.06 Active 0 1,600.00 127
2390685 Nickel
North
Exploration
Corp.
100 44.04 Active 0 1,600.00 127
2390686 North
Exploration
Nickel
Corp.
100 44.04 Active 0 1,600.00 127
2390687 North
Nickel
Exploration
Corp.
100 44.04 Active 0 1,600.00 127
Claim
No.
Principal
Holder
Percentage
(%)
Area
(ha)
Status Excess
Work
(S)
Work
Required
(\$)
Required
Fees
(\$)
2390944 North
Exploration
Nickel
Corp.
100 41.29 Active 0 1,600.00 127
2390945 Nickel
North
Exploration
Corp.
100 2.75 Active 0 640.00 35.25
2391609 Nickel
North
Exploration
Corp.
100 24.81 Active 0 640.00 35.25
2391610 Nickel
North
Exploration
Corp.
100 44.35 Active 0 1,600.00 127
2391611 Nickel
North
Exploration
Corp.
100 30.38 Active 0 1,600.00 127
2538779 Nickel
North
Exploration
Corp.
100 44.49 Active 0 400.00 127
2538780 Nickel
North
Exploration
Corp.
100 44.48 Active 0 400.00 127
2538781 Nickel
North
Exploration
Corp.
100 44.48 Active 0 400.00 127
2538782 Nickel
North
Exploration
Corp.
100 44.46 Active 0 400.00 127
2538783 Nickel
North
Exploration
Corp.
100 44.46 Active 0 400.00 127
2538784 Nickel
North
Exploration
Corp.
100 44.41 Active 0 400.00 127
2538785 Nickel
North
Exploration
Corp.
100 44.4 Active 0 400.00 127
2538786 Nickel
North
Exploration
Corp.
100 44.40 Active 0 400.00 127
2538787 North
Nickel
Exploration
Corp.
100 44.39 Active 0 400.00 127
2538788 Nickel
North
Exploration
Corp.
100 44.39 Active 0 400.00 127
2538789 Nickel
North
Exploration
Corp.
100 44.36 Active 0 400.00 127
2538790 Nickel
North
Exploration
Corp.
100 44.36 Active 0 400.00 127
2538791 Nickel
North
Exploration
Corp.
100 44.35 Active 0 400.00 127
2538792 Nickel
North
Exploration
Corp.
100 44.25 Active 0 400.00 127
2538793 Nickel
North
Exploration
Corp.
100 44.21 Active 0 400.00 127
2538794 Nickel
North
Exploration
Corp.
100 44.20 Active 0 400.00 127
2538795 Nickel
North
Exploration
Corp.
100 44.19 Active 0 400.00 127
2538796 North
Nickel
Exploration
Corp.
100 44.18 Active 0 400.00 127
2657326 Nickel
North
Exploration
Corp.
100 44.35 Active 0 120.00 120
2657327 Nickel
North
Exploration
Corp.
100 44.34 Active 0 120.00 127
2657328 Nickel
North
Exploration
Corp.
100 44.34 Active 0 120.00 127
2657329 Nickel
North
Exploration
Corp.
100 44.26 Active 0 120.00 127
Claim
No.
Holder
Principal
Percentage
(%)
Area
(ha)
Status Excess
■Work
(S)
Work
Required
(S)
Required
Fees
(S)
2657330 Nickel
North
Exploration
Corp.
100 44.17 Active 0 120.00 127
2657331 Nickel
North
Exploration
Corp.
100 44.16 Active 0 120.00 127
2657332 Nickel
North
Exploration
Corp.
100 44.16 Active 0 120.00 127
2657333 Nickel
North
Exploration
Corp.
100 44.08 Active 0 120.00 127
2657334 Nickel
North
Exploration
Corp.
100 44.08 Active 0 120.00 127
2657335 Nickel
North
Exploration
Corp.
100 44.07 Active 0 120.00 127
2657336 Nickel
North
Exploration
Corp.
100 44.06 Active 0 120.00 127
2657337 Nickel
North
Exploration
Corp.
100 44.05 Active 0 120.00 127
2657361 Nickel
North
Exploration
Corp.
100 44.51 Active 0 120.00 127
2657362 Nickel
North
Exploration
Corp.
100 44.51 Active 0 120.00 127
2657363 Nickel
North
Exploration
Corp.
100 44.51 Active 0 120.00 127

Note:

* indicates the 13 claims that are subject to the Underlying Royalty.

LEGAL_4S530060.2 A- 17

Conditions
Fulfilled
Aggregate
Value
of
Optionor
Shares
(\$)
§4.1(a)(1),
§4.1(b)(i)
§4.1(c)(i)
and
250,000
§4.1(a)(1)
§4.l(b)(i)
to
including
including
and
(ii),
to
and
(ii)
and
§4. l(c)(i)
to
and
including
(ii)
500,000
§4. l(a)(i)
including
(iii),
§4.1(b)(i)
and
including
(iii)
to
and
to
and
4. l(c)(iii)
§4.1 (c)(i)
to
including
Section
and
750,000
§4.1(a)(1)
§4.1(b)(1)
including
to
including
to
and
(iv),
and
(iv)
and
§4.1(c)(1)
to
and
including
(iv)
1,000,000

Schedule B - Conversion of Payments to Optionor Shares

By way of illustration:

    1. Ifthe Optionor satisfies §4.1 (a)(i), §4.1(b)(i) and §4. l(c)(i) but does not satisfy any ofthe other conditions of Section 4.1 to exercise the First Option, then the Optionor will issue the Optionee \$250,000 of Optionor Shares calculated on the then prevailing 10-Day V-WAP. If the 10 Day V-WAP is \$0.05 per Optionor Share then the Optionor will issue the Optionee a total of 5,000,000 Optionor Shares with a restricted period offour months and a day from the date of issuance.
    1. Ifthe Optionor satisfies §4.1 (a)(i) to and including (iv), §4.1 (b)(i) to and including (iv) and §4.1(c)(i) to and including (iv) but does not satisfy any of the other conditions of Section 4.1 to exercise the First Option, then the Optionor will issue the Optionee \$1,000,000 of Optionor Shares calculated on the then prevailing 10-Day V-WAP. If the 10 Day V-WAP is \$0.05 per Optionor Share then the Optionor will issue the Optionee a total of 20,000,000 Optionor Shares with a restricted period offour months and a day from the date of issuance.

Schedule C - NSR Royalty

NET SMELTER ROYALTY AGREEMENT

THIS AGREEMENT made as ofthe 10 day of December, 2024.

BETWEEN:

1844 RESOURCES INC.,

a corporation incoiporated pursuant to the laws of the Province of British Columbia and having an office for mailing at Suite 602, 224 - 4th Avenue South, Saskatoon, Saskatchewan, S7K 5M5

(the "Grantor")

and

NICKEL NORTH EXPLORATION CORP., a corporation incorporated pursuant to the laws of the Province of British Columbia and having an office for mailing at #1488 - 1188 West Georgia Street, Vancouver, British Columbia, V6E 4A2

(the "Grantee")

WHEREAS the Grantee and Grantor have entered into an agreement in respect ofthe transfer of certain properties from Grantee to Grantor, and as partial consideration for such settlement the Grantor has agreed to grant the Grantee a royalty all on and subject to the terms and conditions hereinafter contained.

NOW THEREFORE THIS AGREEMENT WITNESSETH THAT for good and valuable consideration the receipt and sufficiency whereof being acknowledged by each of the parties hereto, the parties hereto do hereby covenant and agree as follows:

1 DEFINITIONS

  • 1,1 In this Agreement, including in the recitals hereto, the following tenns shall have the following meanings:
  • (a) "Affiliate" shall have the meaning set out in the Securities Act (British Columbia);
  • (b) "Agreement", "this Agreement", "hereto", "hereof', "herein", "hereunder", "hereby" and similar expressions refer, unless otherwise expressly stated, to this Agreement, including the recitals and any schedules or appendices hereto, as it may from time to time be supplemented or amended by one or more agreements entered into pursuant to the applicable provisions hereof, and not to any particular article, section, subsection, subparagraph or other subdivision hereof;
  • (c) "Buy-back Right" shall have the meaning set out in Section 6;

(d) "Commencement of Commercial Production" means:

  • (i) if a mill is located on the Property, the last day of a period of forty (40) consecutive days in which, for not less than thirty (30) days, the mill processed ore from the Property at not less than sixty percent (60%) of its rated capacity; and
  • (ii) if no mill is located on the Property, the last day of the first period ofthirty (30) consecutive days during which ore has been shipped from the Property on a reasonably regular basis for the purpose of earning revenues;
  • (e) "Commercial Production" means, and is deemed to have been achieved, when the concentrator processing ores derived from the Property, other than for testing purposes, has operated for a period of 80 consecutive production days at an average rate of not less than 80% of design capacity or, if a concentrator is not erected on the Property, when ores have been produced for a period of 80 consecutive production days at the rate of not less than 80% of the mining rate specified in the study recommending placing the Property in commercial production;
  • (f) "Gross Value" shall mean the consideration actually received by the Grantor from the sale or other disposition ofMinerals, provided that where the Grantor's sale or disposition is based upon a contract for the sale ofMinerals that fixes a selling price for metals on other than a market price ofthe product on the date of delivery to the purchaser (less deductions normally negotiated as a part of such contracts), specifically including without limitation, forward sales, futures trading or commodity options trading and any other price hedging, price protection and speculative arrangements not involving physical delivery of Minerals produced from ores mined from the Property, Minerals shall be deemed to have been sold only at the time that refined metal attributable to such Minerals is physically delivered by the Grantor in satisfaction of such commitments. Gross Value of Minerals shall be based on the contained metal value of the Minerals actually delivered, calculated by dividing the sum of all such prices reported for each respective metal on each day ofthe calendar month by the number of days for which such prices were reported for the month in which the sale occurred, as such prices are quoted on the London Metal Exchange p.m. fix. The Royalty payable to the Grantee shall be based upon such Gross Value, net ofthe deductions more fully set forth below, hr the event of cessation or suspension of quotations for a period of more than five (5) consecutive days in a given month, the parties hereto shall agree on a reputable substitute quotation mechanism for each affected metal. If the Grantor terminates or "buys-back" any of such price protection arrangements without actual physical delivery of Minerals, the Grantee shall not share in any profits or losses therefrom;
  • (g) "Minerals" shall mean raw ores, concentrates, precipitates, leach liquor, metals, ore and mineral materials of every kind and character and all other naturallyoccurring products contained within the Property which are sold by the Grantor (including sand and gravel and other common non-metallic materials);

  • (h) "Net Smelter Returns" shall mean the Gross Value received by the Grantor from the sale or other disposition of Minerals during a calendar quarter, less the following expenses incurred by the Grantor with respect to such Minerals after they leave the Property, as the case may be:

  • (i) actual charges for treatment in the smelting and refining process (including handling, assaying, processing, penalties, impurity charges, metal losses and other processor deductions);
  • (ii) actual sales and brokerage costs;
  • (iii) any sales, severance, gross production, privilege or similar taxes assessed by the provincial or federal government on or in connection with the sale or other disposition ofMinerals but excluding any and all taxes based upon the net or gross income of the Grantor or other operator of the Property, the value of the Property or the privilege of doing business, and other taxes assessed on a similar basis; and
  • (iv) actual costs oftransportation (including freight, insurance, security charges, transaction taxes, import and export duties, levies, imposts, handling, port, demurrage, delay, stowage and forwarding expenses incurred by reason of or in the course of such transportation) of such Minerals, to the smelter or other point ofsale.

The Grantor shall be permitted to sell concentrates in the form usually commercially marketable to an Affiliate of the Grantor provided that such sales shall be considered, solely for the purpose of computing Net Smelter Returns, to have been sold at prices and on terms no less favourable than those which would be extended to an unaffiliated third party in a bona fide arm's length transaction under similar circumstances. Similarly, ifthe Grantor or an Affiliate ofthe Grantor incurs costs that are deductible or treats the Minerals in a smelter that the Grantor or the Affiliate of the Grantor owns or controls, the Grantor or the Affiliate ofthe Grantor may deduct treatment charges and costs, but only to the extent they are no more than the amount that the Grantor or the Affiliate ofthe Grantor would have charged an unaffiliated third party in a bona fide arm's length transaction under similar circumstances;

  • (i) "Place of Delivery" means the place directed by the Grantee in writing;
  • (j) "Produced" shall mean the mining, saving, extraction from the soil or other creation of a marketable product containing Minerals from the Property;
  • (k) "Property" shall have the meaning set out in the Option Agreement; and
  • (l) "Royalty" means 2% of Net Smelter Returns for an applicable calendar quarter, which may be reduced to 1% in accordance with Section 6.

2 GRANTOR'S OPERATIONS

  • (a) Further Processing. The Grantor may, but is not obligated to, beneficiate, mill, sort, concentrate, refine, smelt or otherwise process or upgrade the Minerals Produced from ores mined from the Property prior to sale, transfer, or conveyance to a purchaser, user or consumer other than the Grantor. The Grantor shall not be liable for mineral values lost in such processing except for losses resulting from the bad faith or gross negligence ofthe Grantor.
  • (b) Weighing and Sampling — Commingling. All ores, materials or products containing Minerals shall be weighed or measured, sampled and analyzed in accordance with the Grantor's standard mining and metallurgical practices. After such weights, measurements or samples are taken, at its discretion, the Grantor may mix or commingle such ores, materials or products with ores, materials or products from other properties or sources.
  • (c) Information to Grantee. All payments of the Royalty hereunder shall be accompanied by a smelter settlement sheet or other evidence ofsale indicating the weight of materials received, contained mineral values and a statement of the Grantor as to the deductions made. If no Royalty is due the Grantee for any pay period, the Grantor shall nonetheless provide the Grantee with a statement showing in reasonable detail the quantities of Minerals Produced from the Property.
  • (d) Mining Methods - No Implied Covenants, The Grantor shall have the sole and exclusive right to determine the timing and the manner of any production from the Property and all related exploration, development, operational and mining activities. Nothing in this Agreement shall require the Grantor to explore, develop or mine or continue operations on the Property or to process ores from the Property. The Grantor shall not be responsible for nor be obliged to make any Royalty payments for values lost in any mining or processing of the Minerals conducted pursuant to customary mining practices. The Grantor shall not be required to mine or to preserve or protect the Minerals which under customary mining practices cannot be mined or shipped at a reasonable profit at the time mined.

3 ROYALTY TRANSFER

  • 3.1 The Grantor shall be entitled to assign, sell, transfer, lease, mortgage, charge or otherwise encumber or dispose of the Property or the Minerals in situ, or any parts thereof, or the proceeds thereof, and its rights and obligations under this Agreement, provided the following conditions are satisfied, and upon such conditions being satisfied in respect of any such assignment, sale or transfer only the Grantor shall be released from its obligations under this Agreement corresponding to its proportionate interest in the Property so sold or transferred:
  • (a) any purchaser, transferee, lessee or assignee of the Property or this Agreement agrees in writing in favour of the Grantee to be bound by the terms of this Agreement including, without limitation, this Section 3;

  • (b) any purchaser, transferee or assignee of this Agreement has simultaneously acquired the Grantor's right, title and interest in and to the Property or the Minerals in situ, or part thereof; and

  • (c) any mortgagee, chargee, lessee, assignee or encumbrancer of the Property or this Agreement agrees in advance in writing in favour of the Grantee to be bound by and subject to the terms of this Agreement in the event it takes possession of or forecloses on all or part ofthe Property and undertakes to obtain an agreement in writing in favour ofthe Grantee from any subsequent purchaser, lessee, assignee or transferee of such mortgagee, charge holder, lessee or encumbrancer that such subsequent purchaser, lessee, assignee or transferee will be bound by the terms of this Agreement including, without limitation, this Section 3.
  • 3.2 The Grantee may convey or assign all or any undivided portion of the Royalty payable either for a stated term of years or up to a specified dollar amount, provided that such assignment will not be effective against the Grantor until the assignee has delivered to the Grantor a written and enforceable undertaking, in which the assignee agrees to be bound, to the extent of the interest assigned, by all ofthe terms and conditions of this Agreement.
  • 3.3 In the event that more than one person may in future comprise the Grantee, the Grantor will not be or become liable to make payments in respect ofthe Royalty to, or to otherwise deal in respect ofthis Agreement with, more than one person. Ifthe interests ofthe Grantee under this Agreement is at any time owned by more than one person, such owners must, as a condition ofreceiving payment of the Royalty, nominate one person to act as agent and common trustee for receipt ofmonies payable under this Agreement and to otherwise deal with the Grantor in respect of such interest (including, without limitation, the giving of notice to take or cease taking in kind) and no royalty holders will be entitled to administer or enforce any provisions ofthis Agreement except through such agent and trustee. In such event, the Grantor will, after receipt of notice respecting the nomination ofsuch agent and trustee, make and be entitled to make payments due under this Agreement in respect ofthe Royalty to such agent and trustee and to otherwise deal with such agent and trustee as ifit were the sole royalty holder under this Agreement.
  • 3.4 Any assignment, transfer, conveyance, mortgage, pledge or charge or lease or purported assignment, transfer, conveyance, mortgage, pledge or charge or lease of any interest in the Property by the Grantor, or in, to or arising under this Agreement by the Grantor or the Grantee, which does not comply with the terms ofthis Agreement shall be null and void and of no force or effect whatsoever. Notwithstanding any other provision in this Agreement, including the provisions of Section 3 of this Agreement, the Grantor shall remain liable for all covenants, agreements, obligations, representations and warranties of the Grantor contained in this Agreement, despite any assignment, transfer, conveyance, mortgage, pledge, charge or lease of any interest in the Property by the Grantor, or in, to or arising under this Agreement, to any Affiliate ofthe Grantor.

4 PAYMENT OF ROYALTY

(a) Frequency of Payment of Royalty. The Grantor will calculate the Royalty, and the Royalty shall be due and payable within thirty (30) days after the end of each calendar quarter in which the Gross Value accrues, following the Commencement of Commercial Production. The Grantee shall not have the right to take its Royalty "in kind".

  • (b) Method of Making Payments. All Royalty payments required to be made hereunder shall be mailed or delivered to the Place ofDelivery.
  • (c) Records; Inspection. All books and records used by the Grantor to calculate the Royalty shall be kept in accordance with generally accepted accounting principles or international financial reporting standards. The Grantee may, no more than once per year, upon reasonable notice to the Grantor, inspect such books and records used to calculate the Royalty. No inspections taken hereunder shall be in derogation ofthe Grantee's right to make objections as described in Section 4(f) below.
  • (d) Property Inspection. The Grantee or its authorized representative on reasonable notice to the Grantor may enter upon all surface and subsurface portions of the Property for the purpose of inspecting the Property, all improvements thereto and operations thereon, and may inspect and copy all records and data pertaining to the computation of its interest, including without limitation such records and data which are maintained electronically. The Grantee or its authorized representative shall enter the Property at the Grantee's own risk and may not unreasonably hinder operations on or pertaining to the Property. The Grantee shall indemnify and hold harmless the Grantor and its Affiliates (including without limitation direct and indirect parent companies), and its or their respective directors, officers, shareholders, employees, agents and attorneys, from and against any liabilities which may be imposed upon, asserted against or incurred by any ofthem by reason of injury to the Grantee or any of its agents or representatives caused by the Grantee's exercise ofits rights herein, including any injury or death resulting from the negligence ofthe Grantor or its Affiliates on the Property. The rights provided by this section may not be exercised by the Grantee once in a calendar year.
  • (e) NI 43-101 Compliance. If the Grantee, or its successors or assigns, at any time wishes to make, whether voluntarily or under requirement by securities legislation, public disclosure of information pertaining to the Royalty or the Property and the exploration, development and production activities thereon, then the Grantor will provide to the Grantee in a timely fashion all such assistance and cooperation as the Grantee may request to meet the requirements of National Instrument 43-101, or similar applicable reporting requirements.
  • (f) Objections. All Royalty payments shall be considered final and in full satisfaction of all obligations ofthe Grantor with respect thereto, unless the Grantee gives the Grantor written notice describing and setting forth a specific objection to the calculation thereof within thirty (30) days after receipt by the Grantee of the quarterly statement provided for herein. If an audit of production records is timely requested by the Grantee, then for up to a period of ninety (90) days following receipt of the Grantee's objection, such audit shall be performed of the Grantor's records and accounts relating to the Royalty calculation by an independent certified public accountant acceptable to the Grantor at reasonable times and upon reasonable notice to the Grantor. If such audit determines that there has been a deficiency or an excess in the payment made to the Grantee such deficiency or

excess shall be resolved by adjusting the next quarterly Royalty payment due hereunder. The Grantee shall pay all costs of such audit unless a deficiency in the payment made to the Grantee is greater than ten percent (10%) of the Royalty determined to exist, in which event the Grantor shall pay such costs. Failure on the part ofthe Grantee to make claim on the Grantor for adjustment in the one hundred eighty (180) day period referenced above shall conclusively establish the correctness of the statement and preclude the filing of exceptions thereto or the making of any claim for adjustment thereon for the calendar quarter in question.

(g) Application to Reprocessed and Other Materials. Ifthe Grantor reprocesses any mill tailings or any residues from the Property, the Royalty shall be payable only upon any Minerals recovered therefrom. The Grantee shall not be entitled to any royalties on ores or minerals produced from other properties which are otherwise processed at the Property by the Grantor.

5 ABANDONMENT

  • (a) Ifthe Grantor intends to allow to lapse, abandon or surrender all or any party ofthe Property other than any Additional Claims (the "Abandonment Property"), the Grantor shall give notice of such intention to the Grantee (the "Abandonment Notice") at least three months in advance ofthe applicable date of expiration or the proposed date of abandonment or surrender (one or the other, an "Abandonment Date") along with details ofthe Abandonment Date and of any encumbrance on the Abandonment Property. Within 90 days ofreceipt ofsuch notice, the Grantee may deliver notice to the Grantor that the Grantee desires the Grantor to convey the Abandonment Property to the Grantee at least 30 days prior to the Abandonment Date and, ifthe Grantee desires to have the Abandonment Property conveyed to it, then the Grantor shall convey the Abandonment Property to the Grantee, which will be on an "as is" "where is" basis in consideration for the sum of \$1.00 and the Grantor shall have no further obligations in respect of the Abandonment Property under this Agreement. The Grantor shall use commercially reasonable efforts to obtain all approvals and consents required by any third person or governmental entity to effect this conveyance;
  • (b) If the Grantee does not request conveyance of the Abandonment Property within 90 days of receipt of the notice from the Owner then, subject to Subsection 5(a), the Grantee's right to have such property conveyed will be terminated and the Grantor may abandon the Abandonment Property and shall thereafter have no further obligations in respect ofthe Abandonment Property under this Agreement.;
  • (c) For greater certainty, if, for any reason, the Abandonment Property is not abandoned, surrendered or transferred to the Grantee in accordance with this Section 5, then the Royalty shall continue to be payable on such Abandonment Property and the Grantor will not allow the Abandomnent Property to lapse or proceed with any abandonment or surrender of such Abandonment Property without again complying with the provisions ofthis Section 5 and so on from time to time.

6 BUY-BACK RIGHT

  • 6.1 The Grantee hereby grants to the Grantor, on the terms and conditions contained herein, an option to purchase from the Grantee, and to require the Grantee to sell to the Grantor, half of the Grantee's Royalty interest in the Property, thereby reducing the percentage of the Royalty from 2% to 1% (the "Buy-back Right") for a one-time payment of \$1,000,000.
  • 6.2 The Buy-back Right shall be exercisable by the Grantor at any time.
  • 6.3 The Buy-back Right shall be exercised by dekvering written notice to the Grantee along with the purchase price of \$1,000,000 by way of certified cheque or a bank draft payable to the Grantee, or other method of payment acceptable to the Grantee. Upon the Grantee's receipt of notice and payment from the Grantor in accordance with this Section 6, the Grantor may begin calculation ofthe Royalty at the rate of 1%.

7 NOTICES

7.1 All notices required or permitted to be given hereunder shall be given in writing and shall be sent by the parties by registered or certified mail, or by express delivery service to the address set forth below or to such other address as either party may later designate by like notice to the other, with a copy sent simultaneously to the email address below:

to the Grantor at:

1844 Resources Inc. Suite 602, 224 - 4th Avenue South Saskatoon, SK S7K 5M5

E-mail: [email protected] Attention : Sylvain Laberge, President and ChiefExecutive Officer

with a copy to (which will not constitute notice hereunder):

McMillan LLP Attention: James Munro 1055 West Georgia Street, Suite 1500 Vancouver, BC V6E 4N7

E-mail: [email protected]

to the Grantee at:

Nickel North Exploration Corp. #1488 - 1188 West Georgia Street Vancouver, BC V6E 4A2 E-mail: [email protected] Attention: Tony Guo, President and ChiefExecutive Officer

with a copy to (which will not constitute notice hereunder):

Boughton Law Corporation Attention: L.K. Larry Yen #700 - 595 Burrard Street, Vancouver, BC V7X 1S8

E-mail: [email protected]

Any such communication given by personal delivery shall be deemed to have been given on the day of actual delivery thereof.

8 INTERPRETATION

  • (a) Governing Law. This Agreement shall be governed by the laws ofthe Province of British Columbia and the federal laws ofCanada applicable therein.
  • (b) Performance. The failure of the Grantee or the Grantor to insist on the strict performance of any provision of this Agreement or to exercise any right, power or remedy upon a breach hereofshall not constitute a waiver of any provision of this Agreement or limit the Grantee's or the Grantor's right thereafter to enforce any provision or exercise any right hereunder. A waiver of any provision of this Agreement shall not be effective unless in writing and signed by the party against whom it is to be enforced.
  • (c) Invalidity of Provisions. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic and legal substance ofthe transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.
  • (d) Enurement. This Agreement shall be binding on and shall enure to the benefit of the respective heirs, executors, administrators, legal representatives, successors and permitted assigns ofthe Grantee and the Grantor.
  • (e) Currency. Unless explicitly indicated otherwise, all dollar amounts or referred to in this Agreement are in lawfill currency ofCanada.

9 GENERAL

  • (a) Modifications in Writing. No modification or amendment ofthis Agreement shall be valid unless made in writing and duly executed by the Grantee and the Grantor.
  • (b) Recording. This Agreement may be recorded by the Grantee or the Grantor to give record notice ofthis Agreement.

  • (c) No Prior Agreements. This Agreement and the Option Agreement contains the entire understanding of the Grantee and the Grantor and supersedes all prior agreements and understandings between the Grantee and the Grantor relating to the subject matter hereof.

  • (d) Counterparts. This Agreement may be executed in several counterparts by original or electronic signature, each of which so executed shall be deemed to be an original and such counterparts together shall constitute one and the same document.

[The remainder ofthis page is intentionally left blank. Signaturepagefollows.}

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date and year first above written.

1844 RESOURCES INC.

By: "Sylvain Laberge" (signed)

Name: Sylvain Laberge Title: President & CEO 12/10/2024

NICKEL NORTH EXPLORATION CORP.

By: "Tony Guo" (signed)

Name: Tony Guo Title: President & CEO 12/10/2024