North Valley Resources Ltd. — Capital/Financing Update 2021

Jul 23, 2021

Portions of this agreement have been redacted in accordance with subsection 12.2(3) of National Instrument 51-102 - Continuous Disclosure Obligations.

AMENDED AND RESTATED AGREEMENT FOR SHARES FOR DEBT

This Amended & Restated Agreement for Shares for Debt (this “ Agreement ”) is made as of July 22, 2021.

BETWEEN:

NORTH VALLEY RESOURCES LTD. ,ֹ

a corporation duly incorporated pursuant to the laws of the Province of British Columbia and having an office at 255 Battle Street West, Kamloops, BC V2C 1G8

(the “ Debtor ”)

AND

LACOMBE VENTURES LTD.

a corporation duly incorporated pursuant to the laws of the Province of British Columbia and having an office at 255 Battle Street West, Kamloops, BC V2C 1G8

(the “ Creditor ”)

RECITALS:

• A. Parties hereto entered into an agreement for shares for debt dated as of July 30, 2020 (the “ Initial Shares for Debt Agreement ”) pursuant to which a debt of $85,000 (the “ Debt ”) owed by the Debtor to the Creditor for certain services performed by the Creditor for the Debtor (the “ Services ”) was settled by the issuance of 1,700,000 common shares (the “ Initial Shares ”) of the Debtor to the Creditor at a deemed issue price of $0.05 per common share (the “ Issue Price ”).

• B. The Debtor is preparing to list its common shares on the Canadian Securities Exchange (“ CSE ”) and to meet the listing conditions of the CSE, the Creditor has agreed to a reduced valuation of $60,000 for the Services previously rendered to the Debtor and, accordingly, the Creditor has agreed to return, for cancellation, 500,000 common shares of the Debtor at the Issue Price (representing a value of $25,000) which were issued pursuant to the Initial Shares for Debt Agreement (the “ Shares ”).

• C. The Parties hereto wish to amend and restate the Initial Shares for Debt Agreement to reflect the reduced valuation of the previously rendered Services and the corresponding reduced number of shares to be held by the Creditor to reflect this reduced valuation of the previously rendered Services.

NOW THEREFORE in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:

1. The Debtor and Creditor hereby agree to a shares-for-debt settlement (the Agreement) for full and final settlement of:

Lacombe Ventures Ltd.

Debt Full Amount $60,000.00

Revised Invoice #20-002 CN

1. The Agreement will convert debt based upon the formula of One Dollar ($1) of Debt for every Twenty (20) fully paid Common Shares of the Debtor:

A&R Shares for Debt July 22-2021 NVR-Lacombe

Debt Full Amount $60,000.00 - Common Shares of North Valley Resources Ltd. to be issued fully paid and non-assessable to Lacombe Ventures Ltd. - 1,200,000 Common Shares

1. To satisfy the foregoing:

2. a. the Creditor agrees to surrender to the Debtor, for cancellation, the Shares (and with the share certificate representing the Initial Shares);

3. b. the Debtor agrees to accept from the Creditor, for cancellation, the Shares (and the share certificate representing the Initial Shares);

4. c. the Debtor agrees to issue a replacement share certificate for 1,200,000 common shares in the name of the Creditor representing the residual balance of Common Shares to be held by the Creditor to reflect the reduced valuation of the previously rendered Services; and

5. d. the Debtor agrees to cancel the share certificate representing the Initial Shares.

This Agreement may be signed in any number of counterparts and/or by electronic transmission, each of which so signed will be deemed to be an original and shall together constitute one and the same instrument and notwithstanding the date of execution will be deemed to bear the date set forth below.

[Signature page to immediately follow]

A&R Shares for Debt July 22-2021 NVR-Lacombe

DATED July 22, 2021.

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KENNETH CECIL ELLERBECK DIRECTOR

NORTH VALLEY RESOURCES LTD.

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_____ QUINN RHODES ELLERBECK DIRECTOR

NORTH VALLEY RESOURCES LTD.

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Signatures Redacted
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_____ _ KENNETH CECIL ELLERBECK QUINN RHODES ELLERBECK DIRECTOR DIRECTOR

LACOMBE VENTURES LTD.

LACOMBE VENTURES LTD.

A&R Shares for Debt July 22-2021 NVR-Lacombe