Nortec Minerals Corp.

NORTEC MINERALS CORP. Suite 915 - 700 West Pender Street Vancouver, British Columbia V6C 1G8

July 14, 2022

REDACTED: PERSONAL INFORMATION TO: (“PropertyCo”) AND TO: (collectively, the “Sellers”) RE: Share Purchase Agreement dated June 10, 2022 between Nortec Minerals Corp. (the “Purchaser”), PropertyCo and the Sellers (the “Share Purchase Agreement”) – Amendments

Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto by the Share Purchase Agreement.

Further to discussions between the Purchaser and the Sellers, we write to confirm the agreement of the parties to amend the Share Purchase Agreement as follows:

“ SCHEDULE B – PROPERTYCO MINERAL CLAIMS ” of the Share Purchase Agreement is hereby deleted in its entirety and “ SCHEDULE B – AMENDED AND RESTATED PROPERTYCO MINERAL CLAIMS ” attached to this letter is substituted therefor.
Each of the following:
- (a) the condition precedent in subsection 5.3(c) of the Share Purchase Agreement, which provides that PropertyCo and the Sellers’ obligations under the Share Purchase Agreement is subject to the fulfilment to its satisfaction of the condition that the Purchaser shall be ready, willing and able to close the Financing; and
- (b) the obligation of the Purchaser in subsection 9.3(b) of the Share Purchase Agreement to deliver to PropertyCo and the Sellers, at the Time of Closing on the Closing Date, evidence satisfactory to PropertyCo and the Sellers that the Purchaser has obtained Regulatory Approval for the Financing,

be and is hereby waived

Payment on Closing, under section 2.2 of the Share Purchase Agreement, by the Purchaser to each Seller such Seller’s Pro Rata Share of the Cash Payment is hereby postponed to the date which is one year after the date of Closing. For greater certainty, the issuance by the Purchaser to each Seller such Seller's Pro Rata Share of the Payment Shares on Closing remains unamended.

Except as amended by this agreement, the Share Purchase Agreement will remain in full force and effect unamended. This agreement may be signed in one or more counterparts, each of which together shall form one and the same instrument. This agreement may be signed by fax or other electronic means and in counterpart, and each copy so signed shall be deemed to be an original, and all such counterparts together shall constitute one and the same instrument.

If you agree with the foregoing, please provide a signed copy of this amending agreement to the undersigned at your first opportunity.

Yours Truly,

By: “Michael Malana” Michael Malana Interim CEO and director

[PROPERTYCO AND SELLERS' SIGNATURE PAGE FOLLOWS]

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ACCEPTED AND AGREED to this 14th day of July, 2022.

REDACTED: PERSONAL INFORMATION

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ATTACHMENT

SCHEDULE B – AMENDED AND RESTATED PROPERTYCO MINERAL CLAIMS

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AI assistant

Nortec Minerals Corp. M&A Activity 2022

45040_rns_2022-09-02_2a8d2cff-d1af-42f1-b053-396ca179074e.pdf