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Red Metal Resources Ltd. Capital/Financing Update 2021

Nov 18, 2021

46419_rns_2021-11-18_29a396c8-4aee-4693-bda6-ea6c3462e918.pdf

Capital/Financing Update

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/s/ "Joao da Costa

Joao (John) da Costa Cheif Financial Officer Red Metal Resources Ltd.

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Caitlin Jeffs

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/s/ "Caitlin Jeffs"

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/s/ "Caitilin Jeffs"

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Joao (John) da Costa

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Agreement as set out in this letter.

/s/ "Joao (John) da Costa" Authorized Signatory

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July 31, 2018

Red Metal Resources Ltd. 278 Bay Street, Suite #102 Thunder Bay, ON P7B 1R8

Canada

July 31, 2018

Fladgate Exploration Consulting Corporation 278 Bay Street, Suite #101 Thunder Bay, ON P7B 1R8 Attn: Michael Thompson

Re: Restructure of debt with Red Metal Resources Ltd. (the “Company”)

Dear Mr. Thompson:

This letter is to confirm our mutual understanding of the arrangements we have agreed upon in the light of the Company’s current application to list its shares on the Canadian Securities Exchange (the “CSE”) and the requirement imposed by the CSE to improve the Company’s current working capital ratio, which the Company desires to achieve by restructuring its debt with related parties and selected vendors.

As of July 31, 2018, the Company owed Fladgate Exploration Consulting Corporation (“Fladgate”) USD$361,163, on account of services Fladgate provided to the Company and a simple interest accrued on outstanding trade payables, and $154,474 under three separate notes payable dated for reference September 19, 2011, May 1, 2014 and August 1, 2015, comprised of CAD$129,093.25 total principal and USD$71,987.16 in accrued interest on these notes. The notes payable accrue interest at 8% per annum compounded monthly and are due on demand.

Based on our discussion, Fladgate agreed to forgive USD$361,163 the Company owed to Fladgate as of the date of this letter for services and interest accrued on trades payable.

In addition, Fladgate also agreed to forgive the interest accrued on the principal of all notes payable as at July 31, 2018 (CAD$71,987.16), and amend the loan agreements to extend the repayment period for a minimum of three years from the date of this letter (July 31, 2021), with all other terms remaining substantially the same.

We trust this letter accurately relays our agreement. If you agree with the above, please sign the acknowledgement at the bottom of this letter in the space provided. If you disagree with the above statement, we will be happy to review your counter-offer.

Sincerely,

_/s/ " Caitlin Jeffs " Caitlin Jeffs Chief Executive Officer Red Metal Resources Ltd.

Michael Thompson I

, hereby confirm the forgiveness of debt Red Metal Resources

_Ltd. owes to Fladgate Exploration Consulting Corporation and agree to extend the repayment of the Loan Agreements as set out in this letter. /s/ "Michael om o __[T] _[h] ____[p] _[s] ___[n] ["] _______ Authorized Signatory Date:

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-OR-

I , hereby do NOT agree with either above recitals, the terms of the debt forgiveness, or the conditions. My counter-offer will be provided as a separate letter addressed to Red Metal Resources Ltd.

Authorized Signatory Date: