P2 Gold Inc. — M&A Activity 2021

Nov 20, 2021

Execution Version

AMENDMENT TO ASSET PURCHASE AGREEMENT

THIS AMENDMENT TO ASSET PURCHASE AGREEMENT (this “ Agreement is made the 4th day of May, 2021,

B E T W E E N:

BOREALIS MINING COMPANY, LLC ,

a Nevada limited liability company,

(hereinafter referred to as the “ Seller ”),

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P2 GABBS INC. ,

a Nevada corporation,

(hereinafter referred to as the “ Buyer ”),

• and -

P2 GOLD INC. ,

a Canadian corporation,

(hereinafter referred to as “ P2 Gold ”).

WHEREAS the Seller, the Buyer and P2 Gold entered into an asset purchase agreement dated February 22, 2021 (the “ Asset Purchase Agreement ”);

AND WHEREAS pursuant to Section 10.5 of the Asset Purchase Agreement, the Asset Purchase Agreement may be amended by written agreement of each of the Parties;

NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are acknowledged by the Parties to this Agreement, the Parties intending to be legally bound hereby agree as follows:

1. Interpretation

Capitalized terms used in this Agreement and not otherwise defined have the meanings given to them in the Asset Purchase Agreement.

2. Amendments

(a) The following definition of “Investor Rights Agreement” is added to Section 1.1 in its alphabetical order:

““ Investor Rights Agreement ” means the investor rights agreement to be entered into between the Seller (or its designee) and P2 Gold on the Closing Date in the form attached hereto as Exhibit 1.1(b).”

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• (b) Section 1.4 is deleted in its entirety and replaced with the following:

“ 1.4 Entire Agreement

This Agreement, the Confidentiality Agreement and the Investor Rights Agreement, together with the deeds, bills of sale, conveyances, transfers, assignments, instruments and other covenants contemplated by Section 7.2 and Section 7.3, constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements, understandings, negotiations and discussions, whether written or oral, including the letter of intent dated January 29, 2021 entered into by the Seller and P2 Gold (the “ Letter of Intent ”). The Parties do not intend there to be any terms, conditions, rights, duties, obligations, representations, collateral agreements, waivers, arrangements or understandings between them, whether before or after the date hereof and whether oral, by conduct or otherwise, relating to the transactions provided for in this Agreement except as expressly provided herein, in the Confidentiality Agreement or in the Investor Rights Agreement or as may be expressly provided in further agreements in writing signed by the Parties.”

(c) Section 1.5 is amended by adding “Exhibit 1.1(b) Form of Investor Rights Agreement” after Exhibit 1.1(a).

(d) Section 2.4(a)(i) is amended by deleting “$5,000,000” and replacing it with “$1,000,000.”

• (e) Section 7.2 is amended by adding the following subsection (d):

• “(d) a counterpart of the Investor Rights Agreement, executed by the Seller.”

• (f) Section 7.3 is amended by adding the following subsection (d):

• “(d) a counterpart of the Investor Rights Agreement, executed by P2 Gold.”

(g) Exhibit 1.1(a) of the Asset Purchase Agreement shall be deleted in its entirety and replaced with Schedule A to this Agreement.

(h) Schedule B to this Agreement shall be added as Exhibit 1.1(b) of the Asset Purchase Agreement.

3. Miscellaneous

(a) Except as amended hereby, the Asset Purchase Agreement, as amended hereby, shall continue in full force and effect.

(b) This Agreement and the Asset Purchase Agreement will enure to the benefit of and will be binding upon the Parties and their respective successors (including any successor by reason of amalgamation, wind-up or statutory arrangement of any Party) and permitted assigns.

(c) This Agreement shall be construed, interpreted and enforced in accordance with, and the respective rights and obligations of the Parties shall be governed by, the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

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(d) This Agreement may be executed in several counterparts, each of which so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to be executed on the date first written above. The delivery of an executed counterpart copy of this Agreement by electronic means shall be deemed to be the equivalent of the delivery of an original executed copy thereof.

[ Remainder of page intentionally left blank; signature pages follow. ]

IN WITNESS WHEREOF this Agreement has been executed by the Parties.

BOREALIS MINING COMPANY, LLC

by (Signed) “ Richard Wells ” Name: Richard Wells Title: Authorized Signatory

P2 GABBS INC.

by (Signed) “ Joe Ovsenek ” Name: Joe Ovsenek Title: Director

P2 GOLD INC.

by (Signed) “ Joe Ovsenek ” Name: Joe Ovsenek Title: Director

Signature Page – Asset Purchase Agreement Amendment

Schedules Redacted.