Universal Digital Inc. — Share Issue/Capital Change 2025

Jul 30, 2025

DEBT SETTLEMENT AGREEMENT

THIS AGREEMENT is dated effective the 16th day of December, 2024.

BETWEEN:

AND:

WHEREAS:

A. The Debtor is indebted to the Creditor in the sum of CAD$60,000 (the "Indebtedness"); and

B. The Debtor and the Creditor wish to settle the amount of the Indebtedness by the issuance to the Creditor of 1,200,000 common shares (each, a "Share") of the Debtor, as constituted following a consolidation of the outstanding common share capital of the Debtor on a ten-for-one basis (the ‘consolidation’), at a deemed price of CAD$0.05 per Share;

THEREFORE this agreement witnesses that for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in consideration of the premises and the mutual covenants and agreements herein contained, the parties agree each with the other as follows:

1. Debt Settlement. Subject to the approval of the Canadian Securities Exchange (the "Exchange") of the transactions contemplated by this Agreement, and completion of the Consolidation, the Debtor hereby agrees to issue the Shares to the Creditor, and the Creditor hereby agrees to accept the Shares, in full and final settlement of the Indebtedness.

2. Hold Period. The Creditor acknowledges and agrees that the Shares will be subject to restrictions on resale and transfer for a period of four (4) months and one (1) day following the date of issuance, in accordance with applicable securities laws and the policies of the Exchange. The Creditor acknowledges and agrees that the certificates representing the securities which comprise the Shares will bear such legends as are required with respect to any such restrictions on resale and transfer.

3. Closing. The completion of the debt settlement contemplated herein shall be completed at such time, on such date, and at such place as the Debtor may deem appropriate in its sole discretion and shall be deemed to occur upon delivery to the Creditor of a certificate or director registration advice (DAS) evidencing the Shares.

4. Discharge. The Creditor hereby agrees, and on behalf of its successors and assigns hereby agrees, that upon the issuance to it of the Shares:

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i. it shall forthwith eliminate and otherwise discharge any and all security agreements and other encumbrances over the assets of the Debtor, and any and all other guarantees or other obligations enforceable by the Creditor against the Debtor or others, in respect of the Indebtedness; and

ii. the Debtor, and each of its directors, officers, employees and agents, and their respective successors and assigns, are released and forever discharged from any and all claims, damages, expenses and any other causes of action that the Creditor and its successors and assigns may thereafter have relating to the Indebtedness and any and all other amounts and other claims owing by the Debtor to the Creditor in respect of the Indebtedness.

1. Exchange Approval. This Agreement and the transactions contemplated herein shall be subject to the approval of the Exchange, and completion of the Consolidation. The Company shall use its commercially reasonable efforts to obtain such approval.

2. Consent to Disclosure and Use of Personal Information. The Creditor hereby expressly acknowledges and agrees that:

i. it consents to the disclosure of personal information to the Exchange and the British Columbia Securities Commission about the Creditor, and in particular but not limited to the information to be contained in Form 45-106F1 "Report of Exempt Distribution" to be filed with the applicable securities regulatory authorities.

ii. the Company may be required to provide applicable securities regulators, or otherwise under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act of Canada, a list setting forth the identities of the beneficial recipients of the Shares, and the Creditor agrees to provide, on request, particulars as to the identity of such persons as may be required by the Company in order to comply with the foregoing; and

iii. it shall complete, sign and return such additional documentation as may be required from time to time under applicable securities laws, any other applicable laws, or requirements of the Exchange or any other regulatory body in connection with this Agreement and the debt settlement contemplated herein.

1. Representations and Warranties. The Creditor represents, warrants, declares and certifies to the Debtor, and acknowledges and agrees that the Debtor is relying upon such, that:

i. the Creditor has not sold, assigned, charged, hypothecated, encumbered or otherwise transferred or disposed of the Indebtedness (or any part thereof), or any rights therein or thereto, to any other person or party;

ii. the Creditor has the full power, right, capacity and authority to execute this Agreement and perform its obligations hereunder, including but not limited to settling the Indebtedness through the receipt of the Shares;

iii. this Agreement constitutes a legal, valid and binding obligation of the Creditor enforceable against it in accordance with its terms;

iv. the entering into of this Agreement and the debt settlement contemplated herein does not and will not result in a violation or breach of, or constitute a default under, or conflict with, any of the terms and provisions of any law, regulation, order or ruling applicable to the Creditor, or of any agreement, contract or indenture, written

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or oral, to which it is or may be a party or by which it is or may be bound, or, if the Creditor is a company, of its constituting documents or any resolutions of its directors or shareholders; and

v. the Creditor has been advised to obtain independent legal advice concerning this Agreement, the debt settlement contemplated herein, and applicable securities, tax and other laws, and that the Creditor has obtained independent legal advice or has declined doing so despite having the opportunity to do so.

1. Entire Agreement, etc. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. The parties shall execute and deliver any documents and other instruments and perform any acts and other things as may be necessary to carry out the intent of this Agreement. Any amendments hereto shall be in writing and signed by the parties hereto.

2. Severability and Limitation. The invalidity or unenforceability of any provision hereof shall not affect the validity or enforceability of the remaining provisions hereof. The courts shall have the power to modify this Agreement to limit the application of any offensive provision to the maximum extent permitted by law and otherwise consistent with the intent of the parties herein.

3. Assignment and Enurement. This Agreement and any rights herein or hereto shall not be assigned or otherwise transferred by any party without the consent of the other party. This agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

4. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The parties agree to attorn to the jurisdiction of the courts of the Province of British Columbia in respect of any dispute arising from this Agreement.

5. Counterparts and Delivery. This Agreement may be executed and delivered in two or more counterparts and by facsimile. Each such counterpart and facsimile shall be deemed an original and together shall form one and the same instrument, bearing the date set forth on the face page hereof notwithstanding the date of execution.

6. Time of the Essence. Time is of the essence of this Agreement.

IN WITNESS the parties hereto have executed and delivered this Agreement as of the day and year first above written.

MINAS METALS LTD.
North King Capital Inc.

Per: "Jon Bey"
Jon Bey
Chief Executive Officer

Per: "Harrison Newlands"
Name: Harrison Newlands
Title: Director