RT Minerals Corp. — M&A Activity 2021

Jul 21, 2021

MENT AMENDMENTTOTHESHAREPURCHASEAGRE (the "Amending Agreement")

THIS AGR MENT is dated for reference as of May 14, 2021

AMONG:

a British Columbia corporation having an a ess at RT MINERALS CORP., Suite 1210-1130 Pender Street West, Vancouver, British Columbia, V6E 4A4

(the "Purchaser )

AND:

an Alberta corporation having an address at KALT INDUSTRIES LTD., [REDACTED]

("Kalt Industries")

AND:

RYAN KALT, an individual having an a ess at [REDACTED]

("Ryan Kalt")

(each of KALT Industries and Ryan Kalt is a "Vendor", and collectively referred to as the "Vendors")

WHEREAS:

A. Pursuant to the terms of a share purchase agreement dated for reference March 22, 2021 among the parties hereto (the "Share Purchase Agreement"), the Purchaser agreed to purchase all of the issued and outstanding common shares of Catharine Gold Inc. from the Vendors; and

B. The parties hereto have agreed to amend the Share Purchase Agreement as herein set out.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the premises and of other good and valuable consideration (the receipt whereof is hereby acknowledged), the parties hereto agree as follows:

1. MENT AMENDMENTSTOTHESHAREPURCHASEAGRE

The Share Purchase Agr ment shall be amended as follows:

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1.1 Section 3.2(a)(ii) of the Share Purchase Agreement is deleted in its entirety and replaced with the following:

"(ii) subject to Section 6.2(v), written acceptance of this Agreement by the Exchange and other required approvals must have been obtained on or before June 27, 2021; and

1.2 The second Section 6.2(ii) set out in the Share Purchase Agreement is deleted in its entirety and replaced with the following:

"(ii) The Purchaser shall use its best efforts to obtain shareholder approval for the the transaction contemplated herein and the resulting change of control on or before June 22, 2021, during such time the listed securities of Purchaser will continue to trade on the Exchange."

1.3 Section 6.2(v) of the Share Purchase Agreement is deleted in its entirety and replaced with the following:

"(v) The Vendors agree that the Purchaser will have until July 20, 2021 to list on another recognized stock exchange, which listing will be deemed to satisfy the condition for approval of the transactions contemplated by this Agreement by the Exchange".

2. MISCELLANEOUS

2.1 Amending Agreement. This Amending Agreement constitutes an amendment to the Share Purchase Agreement and this Amending Agreement and the Share Purchase Agreement shall hereafter be read together and shall have effect as far as practicable as if all the provisions thereof and hereof were contained in the same instrument.

2.2 Applicable Law. This Amending Agreement shall be construed in accordance with and governed by the laws of the Province of British Columbia and the laws of Canada applicable therein and the parties hereto agree that any legal action or proceedings against either of them with respect to this Amending Agreement may be brought in the courts of the Province of British Columbia and by execution and delivery of this Amending Agreement, the parties hereto hereby irrevocably attom and submit to the non-exclusive jurisdiction of the courts of the Province of British Columbia.

2.3 Severability. If any one or more of the provisions or any part of a provision contained in this Amending Agreement should be invalid, illegal or unenforceable in any respect, such provision or part sha be severable from this Amending Agreement and the validity, legality and enforceability of the remaining provisions and the balance of any provision impugned in part contained herein sha not in any way be affected or impaired thereby.

2.4 Successors and Assigns. This Amending Agreement sha enure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

2.5 Included Words. Whenever the singular or the masculine is used herein, the same sha be deemed to include the plural or the feminine or the body politic or corporate, where the context or the parties so require.

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2.6 Defined Terms. Unless otherwise defmed herein or unless the context otherwise requires, de[f] ined words and terms used herein that are defmed in the Share Purchase Agreement and not otherwise defined herein shall have the meaning ascribed to them in the Share Purchase Agreement.

2. 7 Headings. The insertion of headings herein are for convenience of reference only and shall not affect the construction or interpretation of this Amending Agreement.

2.8 Confirmation. The parties hereto confirm and ratify the Share Purchase Agreement and all provisions thereof, as amended hereby.

2.9 Conflicts. In the event there is any inconsistency or conflict between the provisions of this Amending Agre ment and the provisions of the Share Purchase Agreement, the provisions of this Amending Agreem nt and the intent of the parties evidenced hereby shal prevail.

2.10 Prior Understandings. This Amending Agreement supersedes al prior understandings and agreements, whether written or oral, between the parties hereto relating to the amendments to the Share Purchase Agreement provided for herein.

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2.11 Effective Date. The amendments to the Share Purchase Agreement set forth herein shal be and be deemed to be effective as of May 7, 2021 and not as the date first above written.

2.12 Counterparts. This Amending Agreement may be signed in as many counterparts as may be necessary, and may be signed by facsimile or other means of electronic communication producing a printed copy, each of which so signed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding the date of execution shal be deemed to bear the date first set above written.

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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

RT MINERALS CORP.

Per: _ ”Donald Clark”_ _________________________________ DONALD M. CLARK CHAIRMAN & PRESIDENT

KALT INDUSTRIES LTD.

Per: ”Ryan Kalt”_________________________________ RYAN KALT DIRECTOR

” ” _ _ Ryan Kalt __ _____________________________________ RYAN KALT