ACQUISITION AGREEMENT

THIS AGREEMENT made and entered into as of the 3rd day of October, 2019 (the "Effective Date").

BETWEEN:

1225768 B.C. LTD., a British Columbia corporation having an address at

(the "Vendor")

AND:

QUANTUM COBALT CORP., a British Columbia corporation having an address at 400-837 West Hastings Street., Vancouver, British Columbia V6C 3N6

("QUANTUM")

WHEREAS:

A. Vendor is the recorded and beneficial owner of an undivided 100% interest in and to the Property (as defined below).

B. Vendor has agreed to grant to QUANTUM the sole and exclusive right to acquire a 100% right, title and interest in and to the Property, in accordance with the terms and conditions of this Agreement.

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, it is agreed as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement, including the Recitals hereto, the following words, phrases and expressions will have the following meanings:

(a) "Acquisition" means the 100% acquirement of the sole and exclusive right, title and interest in and to the Property

(b) "Business Day" means any day, other than a Saturday, a Sunday or a day upon which the principal commercial banks in Vancouver, British Columbia are generally not open for business;

(d) "Designee" means

(i) with an address at
(ii) , with an address at
(iii) , with an address at
(iv) , with an address at
(v) with an address at
(vi) , with an address at

or such other person designated in writing by Vendor;

(e) "Effective Date" means the date of this Agreement first written above;
(f) "Encumbrance" mans any mortgage, charge, pledge, hypothecation, security interest, assignment, lien, charge, royalty, restrictive covenant or other encumbrance of any nature;
(g) "Environmental Law" means all requirements of the common law or of the environmental, health or safety statutes, regulations, rules, ordinances, policies, orders, approvals, notices, licenses, permits or directives of any federal, provincial or local judicial, regulatory or administrative agency, board or governmental authority applicable to the Property;
(h) "Exchange" means a recognized Canadian stock exchange;
(i) "Mineral Rights" means the exploration licenses, mineral claims, mining leases, mining licenses, mineral concessions and other forms of mineral tenure listed in Schedule "A" attached hereto together with any and all substitute or successor titles thereto, and any mineral claims acquired pursuant to section 2.6;
(j) "Property" means the Kelso property located in Quebec, Canada comprised of the Mineral Rights and, as of the Effective Date, covering an area of approximately 1,005 hectares and as described in Schedule "B" hereto (as amended from time to time to reflect the addition of any mineral claims that become part of the Property pursuant to the addition of AOI Property under Section 2.66); and
(k) "QUANTUM Shares" means common shares in the capital of QUANTUM.

1.2 Interpretation

(a) Words (including defined terms) using or importing the singular number include the plural and vice versa and words importing one gender only will include all genders and words importing persons in this Agreement will include individuals, partnerships, corporations and any other entities, legal or otherwise.
(b) The word "including" means "including without limitation" and "include" and, "includes" will be construed similarly;
(c) The headings used in this Agreement are for ease of reference only and will not affect the meaning or the interpretation of this Agreement.

(d) All references to the symbol "$" are to lawful money of Canada unless specifically stated otherwise.

(e) If the date on which any action is required to be taken hereunder is not a Business Day, such action will be required to be taken on the next succeeding day that is a Business Day.

1.3 Schedules

The following schedules attached to this Agreement will form part of this Agreement:

Schedule A – Mineral Rights
Schedule B – Map of the Property

ARTICLE 2

THE ACQUISITION

2.1 Acquisition

Vendor hereby sells to QUANTUM the sole and exclusive right, subject to the terms of this Agreement, to acquire an undivided 100% interest in the Property free and clear of all Encumbrances save. In order to acquire the Property, QUANTUM must complete the following requirements (the "Acquisition Requirements"):

(a) issue a total of 10,000,000 QUANTUM Shares at a deemed price of $0.05 per QUANTUM Shares within 3 days of the Closing date as follows:

(i) 10,000,000 QUANTUM Shares to Designees:

a. 1,250,000 to
b. 1,250,000 to
c. 2,500,000
d. 2,500,000
e. 1,250,000 to
f. 1,250,000 to ; and

2.2 Resale Restrictions and Escrow/Pooling Requirements

Vendor acknowledges that:

(a) QUANTUM's ability to issue QUANTUM Shares pursuant to this Agreement is subject to applicable securities laws and the rules and policies of the Exchange, and that the QUANTUM Shares issued pursuant to this Agreement will be subject to resale restrictions imposed by the applicable securities laws and the rules of the Exchange, which rules require

that a restrictive legend be placed on share certificates delivered under this Agreement, and Vendor covenants and agrees with QUANTUM to abide by all such resale restrictions; and

(b) QUANTUM's ability to issue QUANTUM Shares pursuant to this Agreement may be subject to the QUANTUM Shares issuable hereunder being subject to escrow or pooling agreements pursuant to applicable securities laws or the rules of the Exchange, and Vendor covenants and agrees to (and will cause Designee to) sign any such escrow or pooling agreement and abide by any such restrictions.

2.3 Fundamental Changes

In the event of the issue of QUANTUM Shares pursuant to this Agreement after the occurrence of one or more events involving the capital reorganization, reclassification, subdivision or consolidation of the QUANTUM Shares, or the merger, amalgamation or other corporate combination of the QUANTUM with one or more other entities, or of any other events in which new securities of any nature are delivered in exchange for the issued QUANTUM Shares and such issued QUANTUM Shares are cancelled (a "Fundamental Change"), in lieu of issuing the QUANTUM Shares which, but for such Fundamental Changes and this provision, would have been issued, QUANTUM or its successor will issue instead such number of new securities as would have been delivered as a result of the Fundamental Change in exchange for those QUANTUM Shares which Vendor would have been entitled to receive if such issue had occurred prior to the Fundamental Change.

2.4 Transfer of Title

Upon the deemed acquisition, Vendor will take such steps as will be necessary (including delivering duly executed transfer documents), and in a timely manner, to effect transfer from Vendor to QUANTUM of registered title to the Property, subject to its obligations under this Agreement. Transfer of registered title to the Property pursuant to this section 2.6 will be at QUANTUM's sole cost and expense.

2.5 No Construction Before Transfer of Title

QUANTUM will not commence or undertake any construction of facilities or infrastructure required to bring a mine on the Property or any part thereof to production until the earlier of (i) the date transfer of registered title to the Property to QUANTUM has been completed and (ii) 30 days following the date of the deemed Acquisition. For greater certainty, this paragraph will not restrict construction of facilities or infrastructure for the purpose of facilitating exploration and development activities notwithstanding that such facilities or infrastructure may also be required or utilized in the event a mine is brought into production on the Property.

2.6 Area of Interest

If at any time during the term of this Agreement, Vendor or an affiliate of Vendor acquires, directly or indirectly, any interest in any property which is all or partly within two kilometres of the outermost boundary of the Property (the "Property"), then Vendor or its affiliate, as applicable, must disclose the acquisition (including all costs and information it has relating to the Property) promptly to QUANTUM, and QUANTUM may, by notice to Vendor or its affiliate, as applicable, within 30 days of receipt of notice of the acquisition, elect to include the Property within the Property.

If QUANTUM elects to include the Property as part of the Property in accordance with this Section 2.6, then the acquisition costs of the Property will, upon verification by QUANTUM, be reimbursed to Vendor, and such Property will be included as part of the Property without the payment of any additional consideration by QUANTUM.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

3.1 Representations, Warranties and Covenants of Vendor

Vendor represents, warrants and covenants to, and with, QUANTUM that:

(a) it is a company duly organized, validly existing and in good standing under the laws of the Province of British Columbia;

(b) it has full power and authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to herein or contemplated hereby and to consummate the transactions contemplated hereby;

(c) neither the execution and delivery of this Agreement, nor any of the agreements referred to herein or contemplated hereby, nor the consummation of the transactions 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 referred to herein or contemplated hereby will not violate or result in the breach of the laws of any jurisdiction applicable to it or its constating documents;

(e) all corporate authorizations have been obtained for the execution of this Agreement and for the performance of its obligations hereunder;

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

(g) Vendor is the sole recorded and beneficial owner of a 100% undivided interest in and to the Property;

(h) to the best of its knowledge, Vendor possesses and has good title to the Mineral Rights, free and clear of all Encumbrances or other claims whatsoever and, without limiting the generality of the foregoing, other than this Agreement, it is not aware of any agreements or options to grant or convey any interest or rights in the Property or to pay any royalties with respect to the Property in force as of the date thereof;

(i) none of the Mineral Rights comprised in the Property are subject to any area of common interest or similar obligation to or with a third person;

(j) the Property is properly and accurately described in Schedule "B";

(k) to the best of its knowledge, the Mineral Rights are properly and accurately described in Schedule "A" and have been duly and validly recorded pursuant to all applicable laws and regulations and are in good standing;

(l) it has provided QUANTUM or its representatives access to all information in its possession and control relating to the Property, whether in tangible or electronic form, including all maps, assays, surveys, drill logs, samples and metallurgical, geological, geophysical, geochemical and engineering data in respect thereof;

(m) to the best of its knowledge, there are no adverse claims, challenges, suits, actions, prosecutions, investigations or proceedings filed or pending or threatened against the Property or Vendor’s ownership of or rights or title to the Property or any portion thereof;

(n) it has not had notice of and has no knowledge of any proposal to terminate or vary the terms of or rights attaching to the Mineral Rights or any portion thereof from any governmental authority;

(o) all taxes, assessments, levies, filings in relation to assessment work on the Property or other payments relating to the Mineral Rights and required to be made on or before the date hereof have been made;

(p) to the best of its knowledge, there are no claims under an Environmental Law in respect of the Property, nor to the best of its knowledge have any activities of it or on its behalf been in material violation of any applicable Environmental Law, regulations or regulatory prohibition or order, and conditions on and relating to the Property are in compliance with such Environmental Law, regulations, prohibitions and orders in all material respects; and

(q) to the best of its knowledge, (i) there are no pending or ongoing actions taken against Vendor by or on behalf of any aboriginal councils, groups or individuals pursuant to the assertion of any land claims or rights with respect to the Property; (ii) Vendor has not entered into any impact and benefits agreements, memorandums of understanding, other agreements of the same nature or any other contracts with any aboriginal individuals, groups or councils in relation to the Property and none have been proposed; and (iii) no aboriginal councils, groups or individuals or other stakeholders have informed Vendor that they oppose the exploration of the Property or the development of a mining project thereon.

3.2 Representations, Warranties and Covenants of QUANTUM

QUANTUM represents, warrants and covenants to and with Vendor that, as of the Effective Date:

(a) QUANTUM is a company duly organized, validly existing and in good standing under the laws of the Province of British Columbia;

(b) QUANTUM has full power and authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement and to consummate the transactions contemplated hereby;

(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 to it or of its constating documents;

(e) all corporate authorizations have been obtained for the execution of this Agreement and for the performance of its obligations hereunder;

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

(g) no approval, authorization, consent or order of, and no filing, registration or recording with, any governmental authority is required of QUANTUM in connection with the execution and delivery or with the performance by QUANTUM of this Agreement;

(h) as of the Effective Date, QUANTUM is not a reporting issuer;

(i) the authorized capital of QUANTUM consists of an unlimited number of common shares without par value, of which 40,425,190 QUANTUM Shares without par value were issued and outstanding on the Effective Date;

(j) no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option, for the issue or allotment of any unissued shares in the capital of QUANTUM or any other security convertible into or exchangeable for any such shares, or to require QUANTUM to purchase, redeem or otherwise acquire any of the issued and outstanding shares in its capital;

(k) QUANTUM has filed all federal, provincial, local and foreign tax returns which are required to be filed, or has requested extensions thereof, and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for such assessments, fines and penalties which are currently being contested in good faith;

(l) QUANTUM has established on its books and records, as may be applicable, reserves which are adequate for the payment of all material taxes not yet due and payable prior to the date hereof and there are no liens for taxes on the assets of QUANTUM, and there are no audits of any of the tax returns of QUANTUM and none are known by QUANTUM’s management to be pending, and there are no claims which have been asserted relating to any such tax returns which, if determined adversely, would result in the assertion by any governmental agency of any deficiency which would have a material adverse effect on the properties, business or assets of QUANTUM;

(m) any and all operations of QUANTUM have been conducted in accordance with good industry practices and in material compliance with applicable laws, rules, regulations, orders and directions of government and other competent authorities;

(n) the financial statements of QUANTUM provided to Vendor: (i) were reported in accordance with International Financial Reporting Standards applied on a basis consistent with that of the periods involved; and (ii) presented fairly the consolidated financial position of QUANTUM as of the respective dates thereof and the results of operations of QUANTUM for the periods covered thereby and accurately reflect all material liabilities (accrued, absolute, contingent or otherwise) of QUANTUM for the periods covered thereby and no adverse material changes in the financial position of QUANTUM have taken place since 2019-05-31; and

(o) when issued, the QUANTUM Shares issuable hereunder will be duly and validly authorized, allotted and issued as fully paid and non-assessable shares in the capital of QUANTUM, and Vendor and Designee will be the registered holder of and will hold legal title to the QUANTUM Shares issued to it hereunder, free and clear of all pre-emptive rights, mortgages,

liens, charges, security interests, adverse claims, pledges and demands whatsoever arising by reason of the acts or omissions of QUANTUM, except as imposed by the Business Corporations Act (British Columbia) or applicable laws or regulations.

ARTICLE 4

CLOSING DELIVERABLES

4.1 Closing Deliverables of QUANTUM

On the Closing Date, QUANTUM will deliver or cause to be delivered to Vendor:

(a) evidence of issuance of QUANTUM Shares in accordance with Section 2.1(a); and
(b) a duly executed certificate of a senior officer of QUANTUM certifying that all of the terms, covenants and conditions of this Agreement to be complied with or performed by QUANTUM at or before the Closing Date have been complied with or performed.

4.2 Closing Deliverables of Vendor

Vendor will deliver or cause to be delivered to QUANTUM:

(a) upon receipt of each cash payment under Section Error! Reference source not found., written acknowledgement of receipt of such cash payment, duly executed by Vendor;
(b) no later than three (3) days before the Closing Date, a direction in writing, duly executed by Vendor and addressed to QUANTUM, to issue QUANTUM Shares to Designee in accordance with 2.1(a)(i); and
(c) on the Closing Date, a duly executed certificate of a senior officer of Vendor certifying that: (i) the representations and warranties of Vendor set forth in this Agreement are true and correct as of the Closing Date in all material respects, except as affected by the transactions contemplated by this Agreement; and (ii) all of the terms, covenants and conditions of this Agreement to be complied with or performed by Vendor at or before the Closing Date have been complied with or performed.

ARTICLE 5

TERMINATION; INDEMNITY

5.1 Termination

This Agreement will terminate:

(a) Upon the mutual written agreement of Vendor and QUANTUM; or

5.2 Indemnity and Survival of Representations

(a) The representations and warranties set out herein are conditions on which the parties have relied in entering into this Agreement and will survive the acquisition until the second anniversary of the Effective Date. Each of QUANTUM and Vendor will indemnify and save the other harmless from and against any and all claims, judgments, liabilities, loss, cost, expense or damage, of any kind or nature whatsoever (including legal costs on a solicitor and his own client basis), arising out of or in connection with any breach of any

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representation, warranty, covenant, agreement or condition made by it and contained in this Agreement.

(b) QUANTUM will indemnify and save Vendor harmless from and against any and all claims, judgments, liabilities, losses, costs, expenses or damages, of any kind or nature whatsoever (including legal costs on a solicitor and his own client basis), that Vendor suffers or incurs that arise from or relate to acts, omissions, events or circumstances in respect of the Property or this Acquisition Agreement, including claims for breach of Environmental Laws, in each case occurring on or after the Effective Date.

(c) Vendor will indemnify and save harmless QUANTUM from and against any and all claims, judgments, liabilities, losses, costs, expenses or damages, of any kind or nature whatsoever (including legal costs on a solicitor and his own client basis), that QUANTUM suffers or incurs as a result of any injury (including injury causing death) to any director, officer, employee or designated consultant of Vendor while on the Property.

(d) The provisions of Section 5.2 will survive termination of this Agreement and the transfer of beneficial title to the Property to QUANTUM.

ARTICLE 6

MISCELLANEOUS

6.1 Confidentiality

The parties will hold in confidence all data and information obtained in respect of the Property or otherwise in connection with this Agreement except to the extent: (i) such data and information is or becomes generally available to the public (other than as a result of a disclosure by a party or its representatives in breach of this Agreement); (ii) such data and information is derived solely from QUANTUM's activities in respect of the Property in which case it may be disclosed by QUANTUM; or (iii) such data or information is required to be disclosed by law or by the rules and regulations of any regulatory authority or stock exchange having jurisdiction. The foregoing restriction will not apply to disclosure of data or information by a party under the terms of a confidentiality agreement with an institutional lender or a third party in connection with a potential sale of all or an interest in the Property, sale or purchase securities of QUANTUM.

6.2 Assignment

(a) During the Acquisition Period, neither party may sell, transfer, assign, mortgage, pledge or otherwise encumber its interest in this Agreement or any interest it creates in the Property without the prior written consent of the other party, such consent not to be unreasonably withheld.

(b) During the Acquisition Period, Vendor may not directly or indirectly sell, transfer, assign, mortgage, pledge or otherwise encumber its interest in the Property.

(c) Either party will be permitted (without obtaining the prior written consent of the other party but after providing not less than 5 Business Days' notice) to assign this Agreement to an "affiliate" or "associate" as those terms are defined in the Business Corporations Act (British Columbia),

(d) It will be a condition of any transfer or assignment pursuant to this section 6.2, hat: the assignee will agree in writing to be bound by the terms of this Agreement applicable to the assignor.

6.3 Notice

Any notice, direction or other instrument required or permitted to be given under this Agreement will be in writing and may be given by the delivery of the same or by mailing the same by prepaid registered or certified mail or by sending the same by facsimile, e-mail, or other similar form of communication, in each case addressed as follows:

(a) If to Vendor at:

Attention:

Telephone No.:

Email:

(b) If to QUANTUM at:

837 West Hastings Street, Suite 400

Vancouver, BC, V6C 3N6

Attention:

E-mail:

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

Any notice, direction or other instrument will (i) if delivered by hand, be deemed to have been given and received on the day it was delivered; and (ii) if sent by facsimile or e-mail be deemed to have been given and received on the Business Day following the day it was so sent.

6.4 Further Assurances

Each of the parties to this Agreement will from time to time and at all times do all such further acts and execute and deliver all further deeds and documents as will be reasonably required in order fully to perform and carry out the true meaning and intent of this Agreement.

6.5 Entire Agreement

The parties hereto acknowledge that they have expressed herein (including in the Schedules hereto) the entire understanding and obligation of this Agreement and it is expressly understood and agreed that no implied covenant, condition, term or reservation, will be read into this Agreement relating to or concerning any matter or operation provided for herein. This Agreement supersedes and replaces all previous oral or written agreements, memoranda, correspondence or other communications between the parties hereto relating to the subject matter thereof.

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6.6 Governing Law

This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein. The parties hereto hereby irrevocably attorn to the jurisdiction of the Courts of British Columbia.

6.7 Dispute Resolution

Any disputes under this Agreement will be resolved through arbitration which will take place in Vancouver, British Columbia pursuant to the Commercial Arbitration Act (British Columbia).

6.8 Enurement

This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

6.9 Severability

The invalidity or unenforceability of any provision in this Agreement will not affect the validity or enforceability of any other provision or part of this Agreement, and the parties hereby undertake to renegotiate in good faith any such invalid or unenforceable provision, with a view to concluding valid and enforceable arrangements as nearly as possible the same as those contained in this Agreement.

6.10 Waiver

Failure by any party to this Agreement to insist in any instance upon the strict performance of any obligation contained herein will not be construed as a waiver or relinquishment of such obligation. No waiver by any party to this Agreement of any such obligation will be deemed to have been made unless expressed in writing and signed by the waiving party.

6.11 Amendments

No term or provision of this Agreement may be amended except by an instrument in writing signed by all of the parties to this Agreement.

6.12 Time of Essence

Time will be of the essence in the performance of this Agreement.

6.13 Force Majeure

No party will be liable for its failure to perform any of its obligations under this Agreement due to a cause beyond its control (except those caused by its own lack of funds) including acts of God, fire, flood, explosion, strikes, lockouts or other industrial disturbances, laws, rules and regulations or orders of any duly constituted governmental authority, government intervention with operations, war or protests, demonstrations or other events causing work stoppages by environmental lobbyists, non-governmental organizations or aboriginal or other local community groups (each an "Intervening Event"). All time limits imposed by this Agreement will be extended by a period equivalent to the period of delay resulting from an Intervening Event. A party relying on the provisions of this section will take all reasonable steps to eliminate an Intervening Event and, if possible, will perform its obligations under this Agreement as far as practical, but nothing herein will require such party to settle or adjust any labour dispute or to question or to test the validity of any law, rule,

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regulation or order of any duly constituted governmental authority or to complete its obligations under this Agreement if an Intervening Event renders completion impossible. Notwithstanding the foregoing, the period of the extensions, collectively, due to work stoppages by environmental lobbyists, non-governmental organizations or aboriginal or other local community groups will not exceed eighteen months in aggregate before acquisition.

6.14 Counterparts

This Agreement may be executed in several counterparts (including by PDF), each of which when so executed will be deemed to be an original and will have the same force and effect as an original and such counterparts together will constitute one and the same instrument.

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IN WITNESS WHEREOF the Parties hereto have duly executed this Agreement effective as of the 3rd day of October, 2019.

1225768 B.C. LTD.

Per:

QUANTUM COBALT CORP.