Stallion Uranium Corp. — Share Issue/Capital Change 2025

Nov 19, 2025

INTELLIGENT GEOGRAPHIC TARGET IDENTIFICATION PROJECT

TECHNOLOGY DATA ACQUISITION AGREEMENT

THIS AGREEMENT is made as of the 7th day of July 2025,

BETWEEN:

MATTHEW J. MASON, of

(hereinafter referred to as “Mason” or the “Lessor”)

AND:

STALLION URANIUM CORP., a company incorporated under the laws of British Columbia, and having an office at Suite 700, 838 West Hastings Street, Vancouver, BC, V6C 0A6

(hereinafter referred to as the “Stallion” or the “Lessee”)

RECITALS:

A. WHEREAS the Licensor has developed certain proprietary technology and know how that can be used to assist in area prioritization selection for the purposes of exploration for minerals (the “Technology”)

B. AND WHEREAS the Lessor holds the exclusive licence to the Technology; and

C. AND WHEREAS the Lessee wishes to utilize the Technology to evaluate certain mineral properties situated in Saskatchewan, which properties it either owns or has the exclusive right to own;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and agreements herein contained and subject to the terms and conditions hereinafter set out, the parties hereto agree as follows:

1 DEFINITIONS

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly Controls, is Controlled by, or is under common Control with, such Person.

“Business Day” means means a day which is not a Saturday, Sunday or public holiday, on which banks located in Vancouver, British Columbia and London, United Kingdom are required or authorized by Law to be closed.

“Confidential Information” shall have the meaning set out in Section 6.01.

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"Control" means, in respect of a Person, the rights to the exercise of, directly or indirectly, more than 50% of the voting rights attributable to the shares of the controlled Person or the power to direct or cause the direction of management and policies of such Person through ownership of voting securities, contract, voting trust or otherwise.

"Governmental Authority" means (i) any national, state, provincial, municipal, regional, local, territorial or other government, (ii) any governmental authority of any nature, including any governmental ministry, agency, branch, department, court, commission, board, tribunal, bureau or instrumentality, and (iii) any other legislative, executive, regulatory, administrative, judicial or other instrumentality of any of them at any time having or asserting any form of jurisdiction or control over a Person, or any property, right or asset of a Person or any part thereof.

"Intellectual Property" means rights in copyrights, database rights, moral rights, domain names, trademarks and service marks and all goodwill associated therewith and symbolized thereby, patents, patent applications, inventions, discoveries, concepts, improvements, know-how, trade secrets and design rights, in each case whether registered or unregistered and including all applications and rights to apply for registration, and all similar or equivalent rights anywhere in the world.

"Law" or "Laws" means all applicable laws (statutory, civil or common), rules, ordinances, treaties, regulations, judgments, principles of equity, decrees, and other valid restrictions (or interpretation of any of the foregoing) of any Governmental Authority, including permits and other similar requirements and any applicable rules or policies of any stock exchange or other securities regulatory authority

"Licensor" means [redacted], of [redacted], Redacted – Commercially Sensitive Information

"Losses" means, in respect of any matter, all actual and documented losses, damages, liabilities, deficiencies, fines, payments, costs and expenses (including all reasonable legal and other professional fees and disbursements, interest, penalties, and amounts paid in settlement) and judgments arising directly or indirectly as a consequence of such matter.

"Person" means a natural person, corporation, company, joint venture, partnership, limited liability partnership, limited partnership, limited liability limited partnership, limited liability company, trust, estate, business trust, association, Governmental Authority, or any other legal or business entity whatsoever.

"Subject Property" shall have the meaning set out in Section 2.01.

"Third Party" means any Person that is not a Party or an Affiliate of a Party.

"£" means British Pound or Pound Sterling;

2 LEASE

2.01 The Lessor hereby grants to the Lessee, on the terms and conditions set out in section 2.02, the non-exclusive, non-transferable rights to access the Technology (the "Technology Lease") with respect to mineral tenures owned or legally occupied by the Lessee covering an

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area of approximately 1400 square kilometres in the Athabasca Basin, Saskatchewan (and Alberta), set out graphically in Schedule “A” hereto (the “Subject Property”).

2.02 The Lessor hereby confirms that the Licensor consents to the grant of the Technology Lease contained herein.

2.03 The Technology Lease has the following terms and conditions:

2.03.1 A term of twelve months, commencing five Business Days following the “Date of Closing” (as hereinafter defined) (the “Term”);

2.03.2 The Lessor retains all rights, title, and interest in the Technology, including but not limited to software code, data, and all related Intellectual Property. The Lessee acquires no ownership rights to the foregoing through this Technology Lease.

2.03.3 In consideration for the granting of the Technology Lease, the Lessee shall pay to the Licensor and Lessor $600,000, such sum to be paid by the issuance of an aggregate of 5,000,000 common shares in the capital of the Lessee (“Shares”) on the “Closing” (as hereinafter defined). The said Shares shall be issued and registered as follows:

Lessor: 3,750,000 Shares

Licensor: 1,250,000 Shares

2.04 In this agreement, “Closing” means the completion of the transaction hereby contemplated, and will take place by an exchange of documents and/or at the offices of the Lessor, and the “Date of Closing” means the day on which the Closing takes place, and which the parties agree shall be five Business Days following the date of issuance of a notice issued by the TSX Venture Exchange (the “TSXV”) conditionally accepting notice of this Agreement, or such later date as may be mutually agreed to.

2.05 The Lessee covenants and agrees with the Lessor to promptly file a notice with the TSXV for acceptance of the transaction contemplated herein, and shall provide the Lessor with copies of the documentation filed with the TSXV.

2.06 The Lessee shall diligently seek to obtain the acceptance by the TSXV of the transaction contemplated herein; however if the Closing has not taken place by June 30, 2025, the Lessor shall have the right to terminate this agreement at any time thereafter and until the Closing upon giving notice to the Lessee.

3 DELIVERY OF SERVICES

3.01 Lessee, in consideration of the Licensor’s services in connection with the application of the Technology to the Subject Property for a minimum of any three consecutive months, shall pay the Licensor £70,000 per month.

3.02 At the election of Stallion, the payments set out in section 3.01 shall be paid to an independent third party which will advance the funds to the Licensor on an incremental basis as the services are performed. The Lessor shall not be entitled to receive any part of the said payments, 100% of which shall be paid directly by Stallion to the Licensor, provided that

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Stallion shall promptly provide the Lessor with written notice that each payment has been made.

3.03 Lessor shall cause the Licensor to:

3.03.1 apply the Technology to the Subject Property;
3.03.2 provide the Lessee with regular updates with respect to the results obtained, and;
3.03.3 provide a comprehensive report within 30 days of the end of the three consecutive months during the Term;

3.04 The Lessor shall provide necessary maintenance, updates, and support for the Technology during the Term. Additional support services may be subject to separate fees.

4 REPRESENTATIONS AND WARRANTIES OF THE LESSOR

4.01 The Lessor hereby represents and warrants to the Lessee that:

4.01.1 the Lessor has the exclusive world-wide rights to the Technology, through an agreement with the Locensor of Cambridge, United Kingdom;
4.01.2 the entering into this agreement does not conflict with any applicable law nor does it conflict with, or result in a breach of or accelerate the performance required by any contract or other commitment to which the Lessor is a party or by which he is bound; and
4.01.3 the Lessor has the exclusive right to enter into this agreement and all necessary authority to grant the Technology Lease to the Lessee in accordance with the terms and conditions of this agreement.

4.02 The representations and warranties hereinbefore set out are conditions upon which the Lessee has relied on entering into this agreement and shall survive the Closing, and the Lessor hereby forever indemnifies and saves the Lessee harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation or warranty made by it and contained in this agreement.

5 REPRESENTATIONS AND WARRANTIES OF THE LESSEE

5.01 The Lessee represents and warrants to the Lessor that:

5.01.1 it has full corporate power and authority to enter into this agreement;
5.01.2 the entering into of this agreement does not conflict with any applicable laws or with its charter documents nor does it conflict with, or result in a breach of, or accelerate the performance required by any contract or other commitment to which it is party or by which it is bound;

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5.01.3 it is a reporting issuer in good standing in the provinces of British Columbia and Alberta and Ontario;

5.01.4 its common shares are listed on the TSXV and the Lessee is in substantial compliance with its listing agreement with the TSXV; and

5.01.5 the shares to be issued to the Lessor hereunder will be fully-paid and non-assessable shares in the capital of the Lessee, free of all restrictions on trading other than those required by law or by the TSXV.

5.02 The representations and warranties hereinbefore set out are conditions upon which the Lessor has relied on entering into this agreement and shall survive the Closing, and the Lessee hereby indemnifies and saves the Lessor harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation or warranty made by it and contained in this agreement.

6 CONFIDENTIALITY

6.01 "Confidential Information" means (i) any non-public information, whether of a technical, business, financial or other nature, including Intellectual Property, that is disclosed, directly or indirectly, by one Party to the other Party in connection with this Agreement, regardless of whether such information is relevant to activities within the Subject Property, and any information related to proprietary technology (including, in the case of the Lessor, the Technology; (ii) the terms and conditions of this Agreement, and (iii) any information the subject of licensed rights under this Agreement. The term Confidential Information does not include information that (A) is or becomes publicly available through no fault of the recipient or its Affiliates or its Representatives (as defined below); (B) was available to the recipient prior to its disclosure under this Agreement, as can be demonstrated by the recipient's files and records in existence prior to the date of such disclosure; (C) is subsequently independently developed by the recipient without the use of the Confidential Information; or (D) becomes available to the recipient from a Third Party source that is not known to it, after reasonable inquiry, to be under any obligation of confidence to the disclosing Party or an Affiliate thereof at the time of disclosure.

6.02 The Confidential Information shall be kept confidential and shall not be disclosed or revealed by a Party who receives the information (for the purposes of this section, the "recipient Party") to any other Person without the prior written consent of the Party who disclosed or otherwise provided the Confidential Information (for the purposes of this Section, the "disclosing Party"), except (i) to exercise its rights and perform its obligations under this Agreement, (ii) to an Affiliate of a recipient Party or to any director, officer, employee, or consultant of a recipient Party or its Affiliates that has a need to know such Confidential Information (collectively "Representatives") (provided that such Representatives have been advised of their strict obligation to maintain the confidentiality of such information and are bound to do so, and the recipient Party remains liable for any unauthorized disclosure or use of such Confidential Information by such Representatives), (iii) to a contractor or subcontractor, banker, insurance broker, legal counsel or advisor of a recipient Party that has a bona fide need to know such Confidential Information, provided the disclosure is on a confidential basis; (iv) to a Governmental Authority or, upon the advice of legal counsel, as required by Law, legal process, or the rules of any stock exchange; (v) to any court or arbitrator, to the extent necessary in connection with a dispute between the Parties arising out

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of, or in any way connected with, this Agreement, including the enforcement by a Party of any of its rights hereunder; (vi) in connection with routine supervisory audits, investigations or regulatory examinations to which a recipient Party is subject in the ordinary course of business; or (vii) to a bona fide potential lender of a Party or its Affiliate, or a rating agency, in each case that has a bona fide need to know such Confidential Information, provided the disclosure is on a confidential basis. In the event a recipient Party is requested or required to provide a disclosure under clause (v) of this Section 6.02, the recipient Party will, to the extent permitted by Law, provide the disclosing Party with prompt notice of such request in order to enable the disclosing Party to seek a protective order or other appropriate remedy, at the disclosing Party's sole expense. In the event the disclosing Party determines to seek such protective order or other remedy, the recipient Party will cooperate with the disclosing Party in seeking such protective order or other remedy. If, failing the entry of a protective order, the recipient Party is compelled to disclose Confidential Information, the recipient Party will disclose only that portion of the Confidential Information that is compelled to be disclosed and will exercise reasonable efforts, at the disclosing Party's sole expense, to obtain assurance that confidential treatment will be accorded to that portion of the Confidential Information that is being disclosed. In any event, the recipient Party will not oppose action by the disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Recipient Party shall use at least the same degree of care to comply with its confidentiality obligations hereunder that such recipient Party uses to protect its own confidential information of a similar kind, but in any event at least a reasonable degree of care. The recipient Party shall be liable to the disclosing Party for any breach of the confidentiality obligations created or arising under this Agreement by any Person referenced in items (ii), (iii) and (vii) above to which Confidential Information is disclosed.

6.03 Any press release or public announcement disclosing the transactions contemplated by this Agreement or the involvement of a Party or any of its Affiliates will require the prior written approval of both Parties, except for a disclosure required by Law or stock exchange rule, in which case the disclosing Party shall use reasonable efforts to give the other Party a reasonable opportunity prior to such disclosure to review and provide comments on the wording and manner of presentation and publication or disclosure. No Party shall be identified by name in such press release or public announcement unless it has given its prior written consent to such publication, such consent not to be unreasonably withheld or delayed.

7 CONDITIONS PRECEDENT TO CLOSING

7.01 The obligation of the Lessee to issue the Shares to the Lessor pursuant hereto is subject to the following conditions being satisfied:

(a) all covenants, representations and warranties made by the Lessor hereunder shall have been complied with and remain true at the Closing Date;

(b) at the Closing Date, the purchase and sale hereby agreed to shall comply with all legal requirements and restrictions;

(c) this Agreement shall have been accepted by the TSXV;

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(d) on the Closing Date, no suit, action or other proceeding is pending or threatened before any court or government agency which might result in impairment or loss of the Technology.

The foregoing conditions shall be for the exclusive benefit of the Lessee and may, without prejudice to any of the rights of the Lessee hereunder (including reliance on or enforcement of warranties or covenants which are preserved dealing with or similar to the condition or conditions waived) be waived by it in writing, in whole or in part, at any time. In case any of the said conditions shall not be complied with, or waived by the Lessee, at or before the Closing, the Lessee may rescind and terminate this agreement by written notice to the Lessor and, in such event, the Lessee and the Lessor shall be released from all obligations hereunder.

8 ARBITRATION

8.01 If there is any disagreement, dispute or controversy (hereinafter collectively called a "Dispute") between the parties with respect to any matter arising under this agreement or the construction thereof, then the Dispute shall be determined by arbitration in accordance with the following procedures:

8.01.1 the party on one side of the Dispute shall inform the other party by notice of the names of three impartial and independent persons who are recognized experts in the area which is the subject matter of the Dispute; and

8.01.2 the other party shall, within seven days of receipt of the notice, inform the party on the other side of the Dispute the name of the one person that it wishes to act as the sole arbitrator.

The arbitration shall be conducted in accordance with the Commercial Arbitration Act (British Columbia) and the decision of the arbitrator shall be made within 30 days following his being named, shall be based exclusively on the advancement of exploration, development and production work on the Property and not on the financial circumstances of the parties. The costs of arbitration shall be borne equally by the parties to the Dispute unless otherwise determined by the arbitrator in the award.

9 UNAVOIDABLE DELAYS

9.01 If any party should be delayed in or prevented from performing any of the terms, covenants or conditions of this agreement by reason of a cause beyond the control of such party, including fires, floods, earthquakes, subsidence, ground collapse or landslides, interruptions or delays in transportation or power supplies, strikes, lockouts, wars, acts of God, government regulation or interference, including but without restricting the generality of the foregoing, forest or highway closures or any other cause beyond such party's control, then any such failure on the part of such party to so perform shall not be deemed to be a breach of this agreement and the time within which such party is obliged to comply with any such term, covenant or condition of this agreement shall be extended by the total period of all such delays. In order that the provisions of this article may become operative, such party shall give notice in writing to the other party, forthwith and for each new cause of delay or prevention and shall set out in such notice particulars of the cause thereof and the day upon which the same arose, and shall give like notice forthwith following the date that such cause ceased to subsist.

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10 NOTICES

10.01 Any notice, election, consent or other writing required or permitted to be given hereunder shall be deemed to be sufficiently given if delivered or if mailed by registered air mail or by email, addressed as follows:

In the case of the Lessee:

STALLION URANIUM CORP.
Suite 700, 838 W Hastings St
Vancouver, BC V6C 0A6

Email: [Redacted]

Attention: Matthew Schwab

with a copy to:

McMillan LLP
1500 – 1055 West Georgia Street
Vancouver, BC V6E 4N7

Email: [Redacted]

Attention: Desmond Balakrishnan

In the case of the Lessor:

Matthew J. Mason
[Redacted]

Email: [Redacted]

with a copy to:

GRAHAM SCOTT LAW CORPORATION

Email: [Redacted]

Attention: Graham H. Scott

and any such notice given as aforesaid shall be deemed to have been given to the parties hereto if delivered, when delivered, or if mailed, on the tenth business day following the date of mailing, or, if emailed, on the next succeeding day following the transmission thereof PROVIDED HOWEVER that during the period of any postal interruption in either the country of mailing or the country of delivery, any notice given hereunder by mail shall be deemed to have been given only as of the date of actual delivery of the same. Any party may from time to time by notice in writing change its address for the purpose of this paragraph.

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11 INDEMNITIES

11.01 Mutual Indemnification. Each Party (the "Indemnifying Party") will, at its sole expense, and to the fullest extent permitted by applicable Law, indemnify, defend, and hold harmless the other Parties and its Affiliates and each and all of their respective directors, officers, employees, agents, representatives, assigns, and successors-in-interest (collectively, the "Indemnified Parties") from and against any and all Losses suffered or incurred by the Indemnified Parties as a result of or arising directly or indirectly out of or in connection with:

11.01.1 any breach by the Indemnifying Party of any of its representations and warranties set forth in this Agreement; and

11.01.2 any breach by the Indemnifying Party of any of its covenants in this Agreement.

11.02 The Lessor, at his sole expense, and to the fullest extent permitted by applicable Law, indemnify, defend, and hold harmless the Lessee and its Affiliates and each and all of its and their respective directors, officers, employees, agents, representatives, assigns, and successors-in-interest from and against any and all Losses suffered or incurred by any of them as a result of or arising directly or indirectly out of or in connection with any claim made by the Licensor.

11.03 TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY PARTY BE LIABLE TO ANY OTHER PARTY (OR ANY RELATED INDEMNIFIED PARTY THEREOF) FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, REMOTE, SPECULATIVE, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING INDIRECT OR CONSEQUENTIAL DAMAGES IN THE NATURE OF LOST PROFITS, REGARDLESS OF WHETHER ANY DAMAGES CLAIM IS BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHER THEORY OF LAW; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS WILL NOT APPLY TO (I) DAMAGES PAYABLE WITH RESPECT TO THIRD PARTY CLAIMS (THAT ARE ACTUALLY AWARDED) FOR WHICH AN INDEMNIFYING PARTY IS OBLIGATED TO PROVIDE INDEMNIFICATION UNDER THIS AGREEMENT, (II) ANY CLAIM TO THE EXTENT THAT THE CLAIM ARISES FROM THE CONSEQUENCE OF FRAUD, OR (III) ANY CLAIM THAT ARISES FROM A WILLFUL BREACH OF THE CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 10.01 BY SUCH PARTY.

12 GENERAL TERMS AND CONDITIONS

12.01 The parties hereto hereby covenant and agree that they will execute such further agreements, conveyances and assurances as may be requisite, or which counsel for the parties may deem necessary to effectually carry out the intent of this agreement.

12.02 This agreement shall represent the entire understanding between the parties with respect to the Property. No representations or inducements have been made save as herein set forth. No changes, alterations, or modifications of this agreement shall be binding upon either party until and unless a memorandum in writing to such effect shall have been signed by all parties hereto.

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12.03 The titles to the articles to this agreement shall not be deemed to form part of this agreement but shall be regarded as having been used for convenience of reference only.

12.04 The schedules to this agreement shall be construed with and as an integral part of this agreement to the same extent as if they were set forth verbatim herein.

12.05 This agreement shall be governed by and interpreted in accordance with the laws in effect in British Columbia, and the parties hereto attorn to the courts of British Columbia for the resolution of any disputes arising out of this agreement.

12.06 This agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

IN WITNESS WHEREOF this agreement has been executed by the parties hereto as of the day and year first above written.

SIGNED, SEALED and DELIVERED by
MATTHEW J. MASON
in the presence of:

Witness

"Matthew J. Mason"
Matthew J. Mason

The COMMON SEAL of
STALLION URANIUM CORP.
was hereunto affixed in the presence of:

"Matthew Schwab"
Authorized signatory
Authorized signatory

c/s

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SCHEDULE "A"

TO THAT CERTAIN AGREEMENT MADE AS OF THE 7th DAY OF JULY, 2025 BETWEEN MATTHEW J. MASON AND STALLION URANIUM CORP.

THE "SUBJECT PROPERTY"

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Dated: July 7, 2025

BETWEEN:

MATTHEW J. MASON

AND:

STALLION URANIUM CORP.

INTELLIGENT GEOGRAPHIC TARGET IDENTIFICATION PROJECT

TECHNOLOGY DATA ACQUISITION AGREEMENT

GRAHAM SCOTT LAW CORPORATION

GHS/ghs