BIG EASY GOLD PROJECT

Big Easy

Pursuant to a definitive agreement dated October 26, 2017, (“Definitive Agreement”), the Company acquired a 100% interest in Big Easy consisting of 507 mining claims covering 127 square kilometres located in Newfoundland and Labrador. On October 6, 2020, the Company staked an additional 256 claims to hold 763 mining claims covering 191 square kilometres. On May 1, 2020, the Company and the vendors of the Big Easy amended the terms of the Definitive Agreement. Pursuant to the amendment, in order to complete the acquisition of Big Easy, the Company must issue common shares and incur exploration expenditures, as follows: Common shares Exploration Number Fair value expenditures $ Upon signing of definitive agreement (issued) 500,000 12,500 – November 21, 2018 (issued and incurred) 500,000 56,000 500,000 May 15, 2020 (issued) 500,000 15,000 ‒ September 6, 2021 (incurred) 500,000 15,000 500,000 September 6, 2022 500,000 ‒ 500,000 September 6, 2023 ‒ ‒ 500,000 2,500,000 98,500 2,000,000 Upon completion of the acquisition, the Company agreed to issue 100,000 common shares as a finder’s fee, of which, 50,000 common shares with a fair value of $4,500 have been issued and 50,000 common shares will be issued. In the event that the Company does not issue common shares or incur exploration expenditures, the definitive agreement will terminate and the Company will transfer the mining licences and claims to the vendor. With respect to the common shares issued or to be issued to the vendor: a) the vendor will not grant a security interest in the common shares; b) the vendor has the right to sell tranches of less than 300,000 common shares; c) until November 21, 2021, the Company has a right of first refusal in the event that the vendor receives a third party offer to acquire any tranche of more than 300,000 common shares; and d) until November 21, 2021, the vendor shall not vote or encourage anyone else to vote against any resolution put before the shareholders of the Company upon the recommendation of the Board of Directors e) until November 21, 2021, the vendor shall not vote or encourage anyone else to vote in favour of: (i) the election of board nominees that have not been proposed by the then Board of Directors, or (ii) any shareholder resolution or proposal unless the Board of Directors recommends voting in favour of such shareholder resolution or proposal. Big Easy is subject to a 3% net smelter royalty (“NSR”). The Company has options to reduce the NSR by: a) 0.25% by making a payment of $250,000 by November 21, 2021; and b) a further 0.25% by making a payment of $250,000 by November 21, 2022.