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Silver North Resources Ltd. — Capital/Financing Update 2026
Jan 23, 2026
45758_rns_2026-01-23_299b5afe-71c8-4300-a67f-5597efff4231.pdf
Capital/Financing Update
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AMENDING AGREEMENT TO OPTION AGREEMENT
THIS AMENDING AGREEMENT (the "Amending Agreement") made as of the 28 day of December, 2025 (the "Effective Date").
BETWEEN:
CRONIN EXPLORATION INC., a corporation existing under the laws of British Columbia
(the "Optionor")
AND:
AURIC MINERALS CORP. a corporation existing under the laws of the Province of Ontario
(the "Optionee", and together with the Optionor the "Parties", and each, a "Party")
WHEREAS:
- (A) OIG Overseas Investment Group Inc. ("Assignor") entered into a mining option agreement dated April 1, 2025 (the "Option Agreement") with Optionor and pursuant to an assignment of mining option agreement (the "Assignment Agreement") among Assignor, Optionor and Optionee, the Assignor assigned all of its right, title, benefit, and interest in and to the Option Agreement to the Optionee in respect of the Portage Lake properties located in the Province of Newfoundland and Labrador.
- (B) Certain payment and work commitments under the Option Agreement are overdue or scheduled to become due and the Parties intend to remove such payments and work commitments.
- (C) The Parties desire to amend the Option Agreement as set forth in this Amending Agreement.
NOW THEREFORE in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
- 1. Definitions. In this Amending Agreement, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Option Agreement, as applicable.
- 2. Amendment to the Option Agreement. Effective as of the date hereof, the Option Agreement is amended as follows:
- (a) a new section 5.6 is hereby added as follows:
"Effective as of the date of this Amending Agreement, all obligations of the Optionee to make further cash payments, issue shares or incur Expenditures, including as provided in section 5.2 of the Option Agreement, are terminated and extinguished. The Option is instead exercisable by the Optionee by issuing to the
00590458-4 A-1
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Optionor an aggregate of 500,000 common shares in the capital of the Optionee (the "Option Shares") promptly following the Effective Date. The Option Shares shall be subject to a hold period of four months in accordance with applicable securities laws. For greater certainty, any consideration provided by the Optionee prior to the date of this Amending Agreement shall not reduce or otherwise affect the number of Option Shares to be issued pursuant to this Amending Agreement. Upon the delivery of the Option Shares, the Optionee will be deemed to have exercised the Option and acquired the Property Interest."
(b) section 6.1 is deleted in its entirety and replaced with the following:
"Upon satisfaction of the condition set out in section 5.6, the Option will be deemed to be exercised and the Property Interest will automatically vest in the Optionee free and clear of all Encumbrances, subject to the NSR Royalty and except that any staking reimbursements from the Government of Newfoundland and Labrador will be retained by the Optionor. The date on which the Optionee exercises the condition set out in Section 5.6 will be referred to herein as the "Exercise Date".
(c) section 8.1 is deleted in its entirety and replaced with the following:
"The Optionor shall remain the sole recorded holder of the mineral claims comprising the Property as of the Effective Date until the Exercise Date. Following the Exercise Date, the Optionee shall become the sole beneficial holder of the Property Interest and the Optionorshall become the sole legal holder of the Property Interest, holding such Property Interest for the benefit of the Optionee. Within thirty days of the Exercise Date, the Optionee and Optionor, or an affiliate of the Optionor, shall enter into a management agreement with respect to the Property (the "Property Management Agreement") which shall be effective for the period during which the Optionor continues to hold legal title to the Property Interest, in trust for the Optionee. Pursuant to the Property Management Agreement, the Optionor shall be responsible for maintaining the Property in good standing, including the timely payment of all mineral license fees, assessment work credits, renewals fees, reporting obligations, and any other statutory or regulatory filings or payments required under the laws of the Province of Newfoundland and Labrador or applicable federal legislation. The Optionor shall provide the Optionee with reasonable evidence of such filings or payments upon request. Prior to making any payments relating to the management or maintenance of the Property, the Optionor shall promptly provide the Optionee with an estimate of the associated costs, and the Optionee shall remit such estimated amount to the Optionee in advance of the Optionor making such payment."
(d) a new section 9.2 is hereby added as follows:
"From the Exercise Date, the Optionee will deliver, or make available to the Optionor, comprehensive exploration reports on an annual basis, which reports shall include without limitation the results obtained during the calendar year ending on December 31st immediately preceding, accompanied by copies of all raw and interpreted data, reports, figures, drawing and interpretations and other information on or with respect to the Property not already provided to Optionor."
(e) section 12.1 is deleted in its entirety and replaced with the following:
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"During the Option Period, an area of mutual interest located within the existing exterior boundaries of the Property and up to or within ten kilometers of the existing exterior boundaries of the Property as at the Effective Date is hereby established, which area is hereinafter called the "AOI"."
(f) subsection (b) at section 15.1 is deleted in its entirety and replaced with the following:
"If to the Optionee at:
Auric Minerals Corp. 106-482 South Service Road, East, Suite 125 Oakville, Ontario L6J 2X6
Attention: Christopher Huggins Email: [email protected]"
3. Miscellaneous.
- (a) This Amending Agreement is governed by and construed in accordance with the laws of the Province of Ontario, and the laws of Canada applicable therein and shall in all respects be treated as an Ontario contract.
- (b) This Amending Agreement is binding upon and shall enure to the benefit of the Parties hereto and their respective successors and assigns.
- (c) The headings in this Amending Agreement are for reference only and do not affect the interpretation of this Amending Agreement.
- (d) This Amending Agreement may be executed in counterparts, each of which is deemed an original, but all of which together constitutes one and the same agreement. Counterpart signature pages to this Amending Agreement transmitted by facsimile transmission, by electronic mail in portable (PDF), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.
- (e) This Amending Agreement, together with the Option Agreement and the Assignment Agreement, constitute the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
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IN WITNESS WHEREOF this Amending Agreement is executed as of the date first above written.
Optionor
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CRONIN EXPLORATION INC.
Per:____________________________
Name: Title: Kyler Hardy Director
Optionee
AURIC MINERALS CORP.
Name: Christopher Huggins Title: Chief Executive Officer
Per:____________________________