Common use of REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. 2.01 The Optionor represents and warrants to the Optionee that: (a) it has been duly incorporated under the laws of the Province of Manitoba, validly exists as a corporation in good standing under the laws of the Province of Manitoba and is legally entitled to hold its interest in the Property and will remain so entitled until the Optioned Interest in the Property as set out herein has been duly transferred to the Optionee as contemplated herein; (b) it is, and at the time of any transfer to the Optionee of any of the Optioned Interest in the Property it will be, the beneficial owner of a one hundred percent (100%) of the Optioned Interest, free and clear of all liens, charges, royalties and claims of others, and no taxes or rentals are due in respect thereof, (c) at the time of any transfer to the Optionee the Optioned Interest will be free and clear of all liens, charges, royalties and claims of others, without taxes or rentals due or payable in respect thereof, save and except for the NSR herein contemplated; (d) to the best of its knowledge, after due inquiry, the mineral claims comprising the Property are contiguous and have been duly and validly located pursuant to the laws of the Manitoba and are in good standing in the office of the Mining Recorder on the date hereof to and including the anniversary of their recording date in 2030; (e) there is no adverse claim or challenge against or to the ownership of or title to the Optioned Interest or the Property, nor to its knowledge, after due inquiry, is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase the Optioned Interest or the Property or any portion thereof; (f) to the best of its knowledge, after due inquiry, the Property and the activities and operations that have been carried out to date thereon have been in compliance, in all material respects, with all Applicable Laws and directives of all Governmental Authorities and it has not received notice of non-compliance from any such Government Authorities; (g) to the best of its knowledge, all the lands covered by the Property are free and clear of any Hazardous Substance and there is no judicial or administrative proceeding pending and no Environmental Order has been issued or, to the best of its knowledge, after due inquiry, threatened, concerning the possible violation of any Environmental Laws or Environmental Orders in respect of the Property; (h) to the best of its knowledge, after due inquiry, all environmental approvals required with respect to activities carried out by the Optionor on any part of the lands covered by the Property, have been obtained, are valid and in full force and effect, have been complied with and there have been and are no proceedings commenced or threatened to revoke or amend any such environmental approvals; (i) to the best of its knowledge, there are no outstanding obligations or liabilities, contingent or otherwise, related to environmental, reclamation or rehabilitation work associated with the Property or arising out of exploration work, development work or mining activities previously carried out thereon; (j) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, its Articles or constating documents or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which it is a party or by which it is bound or to which it may be subject; (k) there are no proceedings pending for, and it is not aware of any basis for the institution of any proceedings leading to, its dissolution or winding-up or the placing of it in bankruptcy or subject to any laws governing the affairs of insolvent persons; and (l) it has advised the Optionee of all material information relating to the Optioned Interest including, but not limited to, the title thereto of which it has knowledge. 2.02 The Optionor acknowledges that the representations and warranties set forth in paragraph 2.01 hereof form a part of this Agreement and are conditions upon which the Optionee has relied in entering into this Agreement, and that these representations and warranties shall survive the acquisition of the Optioned Interest or any consequent interest in the Property hereunder by the Optionee. 2.03 The parties also acknowledge and agree that the representations and warranties set forth in paragraph 2.01 hereof are provided for the exclusive benefit of the Optionee, and a breach of any one or more thereof may be waived by the Optionee in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. 2.01 2.01. The Optionor represents and warrants to the Optionee that: (a) it has been duly incorporated under the laws of the Province of Manitoba, validly exists as a corporation in good standing under the laws of the Province of Manitoba and is legally entitled to hold its interest in the Property and will remain so entitled until the Optioned Interest in the Property as set out herein has been duly transferred to the Optionee as contemplated herein; (b) it is, and at the time of any transfer to the Optionee of any of the Optioned Interest in the Property it will be, the beneficial owner of a one hundred percent (100%) of the Optioned Interest, free and clear of all liens, charges, royalties and claims of others, and no taxes or rentals are due in respect thereof, (c) at the time of any transfer to the Optionee the Optioned Interest will be free and clear of all liens, charges, royalties and claims of others, without taxes or rentals due or payable in respect thereof, save and except for the NSR herein contemplated; (d) no other person has any agreement or other right to acquire any interest in the Property; (e) to the best of its knowledge, after due inquiry, the mineral claims comprising the Property are contiguous and have been duly and validly located pursuant to the laws of the Manitoba and are in good standing in the office of the Mining Recorder on the date hereof to and including the anniversary of their recording applicable expiry date set forth in 2030Schedule “A” hereto; (ef) there is no adverse claim or challenge against or to the ownership of or title to the Optioned Interest or the Property, nor to its knowledge, after due inquiry, is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase the Optioned Interest or the Property or any portion thereof; (fg) to the best of its knowledge, after due inquiry, the Property and the activities and operations that have been carried out to date thereon have been in compliance, in all material respects, with all Applicable Laws and directives of all Governmental Authorities and it has not received notice of non-compliance from any such Government Authorities; (gh) to the best of its knowledge, all the lands covered by the Property are free and clear of any Hazardous Substance and there is no judicial or administrative proceeding pending and no Environmental Order has been issued or, to the best of its knowledge, after due inquiry, inquiry that would be satisfied by the optionor undertaking searches of the applicable authorities or court searches in Manitoba threatened, concerning the possible violation of any Environmental Laws or Environmental Orders in respect of the Property; (hi) to the best of its knowledge, after due inquiry, all environmental and other approvals permits, licenses, authorizations, and registrations required with respect to activities carried out by the Optionor on any part of the lands covered by the Property, have been obtained, are valid and in full force and effect, have been complied with and there have been and are no proceedings commenced or threatened to revoke or amend any such environmental approvalsand other approvals permits, licenses, authorizations, and registrations; (ij) to the best of its knowledge, there are no outstanding obligations or liabilities, contingent or otherwise, related to environmental, reclamation or rehabilitation work associated with the Property or arising out of exploration work, development work or mining activities previously carried out thereon; (jk) there are no actions, suits, claims, proceedings, litigation or investigations pending, or to the best of the Optionor’s knowledge after due investigation, threatened, or any judgments outstanding and unsatisfied, against or affecting, the Optionor or any part or all of the Property; (l) full and complete copies of all available exploration information and data, including all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) concerning the Property in its possession or control have been provided to the Optionee; (m) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, its Articles or constating documents or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which it is a party or by which it is bound or to which it may be subject; (kn) there are no proceedings pending for, and it is not aware of any basis for the institution of any proceedings leading to, its dissolution or winding-up or the placing of it in bankruptcy or subject to any laws governing the affairs of insolvent persons; and (lo) it has advised the Optionee of all material information relating to the Optioned Interest including, but not limited to, the title thereto of which it has knowledge. 2.02 2.02. The Optionor acknowledges that the representations and warranties set forth in paragraph 2.01 hereof form a part of this Agreement and are conditions upon which the Optionee has relied in entering into this Agreement, and that these representations and warranties shall survive the acquisition of the Optioned Interest or any consequent interest in the Property hereunder by the Optionee. 2.03 2.03. The parties also acknowledge and agree that the representations and warranties set forth in paragraph 2.01 hereof are provided for the exclusive benefit of the Optionee, and a breach of any one or more thereof may be waived by the Optionee in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. 2.01 The 4.01 In order to induce the Optionee to enter into and to complete the transactions contemplated by this Agreement, the Optionor represents and warrants to the Optionee that: (a) it has been duly incorporated under the laws Optionor is the beneficial owner of the Province 100% of Manitoba, validly exists as a corporation in good standing under the laws of the Province of Manitoba and is legally entitled to hold its interest in the Property and will remain so entitled until has the Optioned Interest in sole right to enter into this Agreement and to sell and assign the Property as set out herein has been duly transferred to free and clear of any liens or encumbrances created by, through or under the Optionee as contemplated hereinOption; (b) it is, and at the time of any transfer to the Optionee of any of the Optioned Interest in the Property it will be, the beneficial owner of a one hundred percent (100%) of the Optioned Interest, free and clear of all liens, charges, royalties and claims of others, and no taxes or rentals are due in respect thereof, (c) at the time of any transfer to the Optionee the Optioned Interest will be free and clear of all liens, charges, royalties and claims of others, without taxes or rentals due or payable in respect thereof, save and except for the NSR herein contemplated; (d) to the best of its knowledge, after due inquiry, the mineral claims comprising the Property are contiguous has been properly staked and have been duly and validly located pursuant to recorded in compliance with the laws of the Manitoba and are in good standing in the office of the Mining Recorder on the date hereof to and including the anniversary of their recording date in 2030; (e) there is no adverse claim or challenge against or to the ownership of or title to the Optioned Interest or the Property, nor to its knowledge, after due inquiry, is there any basis therefor, applicable mining regulations and there are no disputes over the title, the staking or recording of such mineral claims, or outstanding agreements or options to acquire or purchase the Optioned Interest or the Property or any portion thereofthereof save and except as disclosed to the Optionee, and no person has any royalty or other interest whatsoever in production from the Property with the exception of Xxxxxxx Xxxxxxx who holds a 2% Net Smelter Royalty on the Property; (fc) to the best of its knowledge, after due inquiry, the Property is in good standing and the activities and operations that have been carried out to date thereon have been in compliance, in all material respects, with all Applicable Laws and directives of all Governmental Authorities and it has not received notice of non-compliance from any such Government Authorities; (g) to the best of its knowledge, all the lands covered by the Property are is free and clear of any Hazardous Substance and there is no judicial liens, charges or administrative proceeding pending and no Environmental Order has been issued or, to the best of its knowledge, after due inquiry, threatened, concerning the possible violation encumbrances or claims by any other party of any Environmental Laws nature or Environmental Orders in respect of the Propertykind whatsoever; (hd) to the best of its knowledge, after due inquiry, all environmental approvals required with respect to activities carried out by neither the Optionor on nor any part of predecessor in interest or title has done anything whereby the lands covered by the Property, have been obtained, are valid and in full force and effect, have been complied with and there have been and are no proceedings commenced or threatened to revoke or amend any such environmental approvalsProperty may become encumbered; (i) to 4.02 The Optionor shall indemnify and save the best of its knowledgeOptionee harmless from all loss, there are no outstanding obligations or liabilitiesdamage, contingent or otherwisecosts, related to environmentalactions, reclamation or rehabilitation work associated with the Property or and suits arising out of exploration work, development work or mining activities previously carried out thereon; (j) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict in connection with or result in any breach of any covenants or agreements contained inrepresentation, or constitute a default underwarranty, or result in the creation of any encumbrance under the provisions of, its Articles or constating documents or any shareholders’ or directors’ resolution, indenturecovenant, agreement or other instrument whatsoever to which condition made by it is a party or by which it is bound or to which it may be subject; (k) there are no proceedings pending for, and it is not aware of any basis for the institution of any proceedings leading to, its dissolution or winding-up or the placing of it contained in bankruptcy or subject to any laws governing the affairs of insolvent persons; and (l) it has advised the Optionee of all material information relating to the Optioned Interest including, but not limited to, the title thereto of which it has knowledgethis Agreement. 2.02 4.03 The Optionor acknowledges that the representations and warranties set forth contained in this paragraph 2.01 hereof form a part of this Agreement and are conditions upon which the Optionee has relied in entering into this Agreement, and that these representations and warranties shall survive the acquisition of the Optioned Interest or any consequent interest in the Property hereunder by the Optionee. 2.03 The parties also acknowledge and agree that the representations and warranties set forth in paragraph 2.01 hereof are provided for the exclusive benefit of the Optionee, and a breach of any one or more thereof may be waived by the Optionee in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty. 4.04 The representations and warranties contained in this Paragraph 5 shall survive the execution hereof for a two-year period.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. 2.01 4.1 The Optionor represents and warrants to the Optionee that: (a) it has been duly incorporated he is, under the laws of the Province of Manitoba, validly exists as a corporation in good standing under the laws of the Province of Manitoba and is British Columbia legally entitled to hold its interest in the Property and all mineral claims comprised therein, and all Property Rights held by him and will remain so entitled until all interests of the Optioned Interest Optionor in the Property as set out herein has (other than Royalty) have been duly transferred to the Optionee as contemplated hereinhereby; (b) it he is, and at the time of any each transfer to the Optionee of any mineral claims composing the Property pursuant to the exercise of the Optioned Interest in the Property it Option he will be, the recorded holder and beneficial owner of a one hundred percent (100%) all of the Optioned Interest, mineral claims compricing the Property free and clear of all liens, charges, royalties and claims of othersencumbrances, and no taxes or rentals are due in respect of any thereof,; (c) at the time of any transfer to the Optionee the Optioned Interest will be free and clear of all liens, charges, royalties and claims of others, without taxes or rentals due or payable in respect thereof, save and except for the NSR herein contemplated; (d) to the best of its knowledge, after due inquiry, the mineral claims comprising comprised in the Property are contiguous and have been duly and validly located and recorded pursuant to the laws of Mineral Tenure Act (British Columbia), and, except as specified in Schedule “A” hereto and accepted by the Manitoba and Optionee, are in good standing in the office of the Mining Recorder on the date hereof to and including until the anniversary of their recording date dates set opposite the respective names thereof in 2030Schedule “A” hereto; (ed) there is no adverse claim or challenge against or to the ownership of or title to any of the Optioned Interest or mineral claims comprising the Property, nor to its knowledge, after due inquiry, the knowledge of the Optionor is there any basis therefortherefore, and there are no n o outstanding agreements or options to acquire or purchase the Optioned Interest or the Property or any portion thereof; (f) to the best of its knowledge, after due inquiryand no person, the Property and the activities and operations that have been carried out to date thereon have been firm, or corporation has any proprietary, possessory, royalty or other interest whatsoever in compliance, in all material respects, with all Applicable Laws and directives of all Governmental Authorities and it has not received notice of non-compliance production from any such Government Authorities; (g) to of the best of its knowledge, all the lands covered by the Property are free and clear of any Hazardous Substance and there is no judicial or administrative proceeding pending and no Environmental Order has been issued or, to the best of its knowledge, after due inquiry, threatened, concerning the possible violation of any Environmental Laws or Environmental Orders in respect of mineral claims comprising the Property; (h) to the best of its knowledge, after due inquiry, all environmental approvals required with respect to activities carried out by the Optionor on any part of the lands covered by the Property, have been obtained, are valid and in full force and effect, have been complied with and there have been and are no proceedings commenced or threatened to revoke or amend any such environmental approvals; (i) to the best of its knowledge, there are no outstanding obligations or liabilities, contingent or otherwise, related to environmental, reclamation or rehabilitation work associated with the Property or arising out of exploration work, development work or mining activities previously carried out thereon; (j) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, its Articles or constating documents or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which it is a party or by which it is bound or to which it may be subject; (ke) there are no pending or threatened actions, suits, claims, disputes, or proceedings pending for, and it regarding the Property nor is not he aware of any if the basis for the institution of any proceedings leading to, its dissolution or winding-up or the placing of it in bankruptcy or subject to any laws governing the affairs of insolvent persons; and (l) it has advised the Optionee of all material information relating to the Optioned Interest including, but not limited to, the title thereto of which it has knowledgeany. 2.02 4.2 The Optionor acknowledges that the representations and warranties set forth contained in paragraph 2.01 hereof form a part of this Agreement and are conditions upon which the Optionee has relied in entering into this Agreement, and that these representations and warranties shall survive the acquisition of the Optioned Interest or any consequent interest in the Property hereunder by the Optionee. 2.03 The parties also acknowledge and agree that the representations and warranties set forth in paragraph 2.01 hereof section are provided for the exclusive benefit of the Optionee, and a breach of any one or of more thereof may be waived by the Optionee in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and the representation and warranties contained in this section shall survive the execution of this Agreement and of any transfers, assignments, deeds or further documents respecting the Property.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. 2.01 4.1 The Optionor represents and warrants to the Optionee that: (a) it has been duly incorporated he is, under the laws of the Province of Manitoba, validly exists as a corporation in good standing under the laws of the Province of Manitoba and is British Columbia legally entitled to hold its interest in the Property and all mineral claims comprised therein, and all Property Rights held by him and will remain so entitled until all interests of the Optioned Interest Optionor in the Property as set out herein has (other than Royalty) have been duly transferred to the Optionee as contemplated hereinhereby; (b) it he is, and at the time of any each transfer to the Optionee of any mineral claims composing the Property pursuant to the exercise of the Optioned Interest in the Property it Option he will be, the recorded holder and beneficial owner of a one hundred percent (100%) all of the Optioned Interest, mineral claims comprising the Property free and clear of all liens, charges, royalties and claims of othersencumbrances, and no taxes or rentals are due in respect of any thereof,; (c) at the time of any transfer to the Optionee the Optioned Interest will be free and clear of all liens, charges, royalties and claims of others, without taxes or rentals due or payable in respect thereof, save and except for the NSR herein contemplated; (d) to the best of its knowledge, after due inquiry, the mineral claims comprising comprised in the Property are contiguous and have been duly and validly located and recorded pursuant to the laws of Mineral Tenure Act (British Columbia), and, except as specified in Schedule "A" hereto and accepted by the Manitoba and Optionee, are in good standing in the office of the Mining Recorder on the date hereof to and including until the anniversary of their recording date dates set opposite the respective names thereof in 2030Schedule "A" hereto; (ed) there is no adverse claim or challenge against or to the ownership of or title to any of the Optioned Interest or mineral claims comprising the Property, nor to its knowledge, after due inquiry, the knowledge of the Optionor is there any basis therefortherefore, and there are no n o outstanding agreements or options to acquire or purchase the Optioned Interest or the Property or any portion thereof; (f) to the best of its knowledge, after due inquiryand no person, the Property and the activities and operations that have been carried out to date thereon have been firm, or corporation has any proprietary, possessory, royalty or other interest whatsoever in compliance, in all material respects, with all Applicable Laws and directives of all Governmental Authorities and it has not received notice of non-compliance production from any such Government Authorities; (g) to of the best of its knowledge, all the lands covered by the Property are free and clear of any Hazardous Substance and there is no judicial or administrative proceeding pending and no Environmental Order has been issued or, to the best of its knowledge, after due inquiry, threatened, concerning the possible violation of any Environmental Laws or Environmental Orders in respect of mineral claims comprising the Property; (h) to the best of its knowledge, after due inquiry, all environmental approvals required with respect to activities carried out by the Optionor on any part of the lands covered by the Property, have been obtained, are valid and in full force and effect, have been complied with and there have been and are no proceedings commenced or threatened to revoke or amend any such environmental approvals; (i) to the best of its knowledge, there are no outstanding obligations or liabilities, contingent or otherwise, related to environmental, reclamation or rehabilitation work associated with the Property or arising out of exploration work, development work or mining activities previously carried out thereon; (j) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, its Articles or constating documents or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which it is a party or by which it is bound or to which it may be subject; (ke) there are no pending or threatened actions, suits, claims, disputes, or proceedings pending for, and it regarding the Property nor is not he aware of any if the basis for the institution of any proceedings leading to, its dissolution or winding-up or the placing of it in bankruptcy or subject to any laws governing the affairs of insolvent persons; and (l) it has advised the Optionee of all material information relating to the Optioned Interest including, but not limited to, the title thereto of which it has knowledgeany. 2.02 4.2 The Optionor acknowledges that the representations and warranties set forth contained in paragraph 2.01 hereof form a part of this Agreement and are conditions upon which the Optionee has relied in entering into this Agreement, and that these representations and warranties shall survive the acquisition of the Optioned Interest or any consequent interest in the Property hereunder by the Optionee. 2.03 The parties also acknowledge and agree that the representations and warranties set forth in paragraph 2.01 hereof section are provided for the exclusive benefit of the Optionee, and a breach of any one or of more thereof may be waived by the Optionee in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and the representation and warranties contained in this section shall survive the execution of this Agreement and of any transfers, assignments, deeds or further documents respecting the Property.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. 2.01 The Optionor ‌ 6.01 Each of Equity and Pamicon hereby jointly and severally represents and warrants to the Optionee NumberCo that: (a) it Equity and Pamicon, each as to an undivided 50% interest, are collectively the beneficial owners of a 100% interest in and to the Property; (b) Xxxx Xxxxxxx is the recorded owner of a 100% interest in and to the Property, and the Optionor has unrestricted control over the recorded ownership of the Property; (c) the mineral claims comprising the Property have been validly located and are now duly incorporated under recorded and in good standing in accordance with the laws of the Province jurisdiction in which the mineral claims are situated; (d) each of Manitoba, Equity and Pamicon has full corporate power and authority to enter into this agreement; (e) each of Equity and Pamicon is a company validly exists as a corporation existing and in good standing under the laws of the Province province of Manitoba British Columbia and is legally entitled up to hold date with respect to its filings with the applicable governmental corporate agency; (f) the entering into 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; (g) it has the exclusive right to enter into this agreement and all necessary authority to collectively assign to NumberCo a 100% right, title and interest in and to the Property in accordance with the terms and conditions of this agreement; (h) the Optionor has the exclusive right to receive 100% of the proceeds from the sale of minerals, metals, ores or concentrates removed from the Property and will remain so no person, firm or corporation is entitled until the Optioned Interest to any royalty or other payment in the nature of rent or royalty on such materials removed from the Property as set out herein has been duly transferred or is entitled to the Optionee as contemplated hereintake such materials in kind; (bi) it is, and at the time of any transfer to the Optionee of any of the Optioned Interest in the Property it will be, the beneficial owner of a one hundred percent (100%) of the Optioned Interest, is free and clear of all liens, charges, royalties charges and claims of others, and no taxes or rentals are due in respect thereof, (c) at the time of any transfer to the Optionee the Optioned Interest will be free and clear of all liens, charges, royalties and claims of others, without taxes or rentals due or payable in respect thereof, save and except for the NSR herein contemplatedencumbrances; (dj) reclamation and rehabilitation of those parts of the Property which have been previously worked by the Optionor have been properly completed in compliance with all applicable laws and the Optionor hereby covenants and agrees to save NumberCo harmless from and against any loss, liability, claim, demand, damage, expense, injury or death arising out of or in connection with the operations or activities which were carried out on the Property by the Optionor prior to the date of this agreement; (k) to the best of its knowledgeknowledge and belief after having made reasonable enquiry, after due inquiryreclamation and rehabilitation of those parts of the Property which have been previously worked by persons other than the Optionor have been properly completed in compliance with all applicable laws by such other persons, or if not so completed, the mineral claims comprising Optionor has used its best efforts to mitigate the Property are contiguous and have been duly and validly located pursuant damage to the laws of the Manitoba and are in good standing in the office of the Mining Recorder on the date hereof to and including the anniversary of their recording date in 2030environment resulting from such previous work; (el) there is no adverse claim or challenge against or without limiting the generality of subparagraphs 6.01(j) and (k), to the ownership best of the Optionor’s knowledge, its contractors: i. have operated the Property and have at all times received, handled, used, stored, treated, shipped and disposed of all environmental or title similar contaminants in strict compliance with all applicable environmental, health or safety laws, regulations, orders or approvals, and ii. have removed from and off the Property all environmental or similar contaminants; (m) to the Optioned Interest best of the Optionor’s knowledge there are no orders or directions relating to environmental or similar matters requiring any work, repairs, construction or capital expenditures with respect to the Property and the conduct of the business related thereto, nor has the Optionor received any notice of such; (n) to the best of the Optionor’s knowledge no hazardous or toxic materials, substances, pollutants, contaminants or wastes have been released by the Optionor's contractors into the environment, or deposited, discharged, placed or disposed of at, on or near the Property as a result of the contractor's operations carried out on the Property; (o) to the best of the Optionor’s knowledge: i. no notices of any violation or apparent violation of any of the matters referred to in subparagraphs 6.01(l) through 6.01(o) relating to the Property or its use have been received by the Optionor and ii. there are no writs, injunctions, orders or judgments outstanding, no law suits, claims, proceedings or investigations pending or threatened, relating to the use, maintenance or operation of the Property, nor whether related to its knowledgeenvironmental or similar matters, after due inquiryor otherwise, nor, to the knowledge of the Optionor, is there any basis thereforfor such law suits, and there are no outstanding agreements claims, proceedings or options to acquire investigations being instituted or purchase the Optioned Interest or the Property or any portion thereof; (f) to the best of its knowledge, after due inquiry, the Property and the activities and operations that have been carried out to date thereon have been in compliance, in all material respects, with all Applicable Laws and directives of all Governmental Authorities and it has not received notice of non-compliance from any such Government Authorities; (g) to the best of its knowledge, all the lands covered by the Property are free and clear of any Hazardous Substance and there is no judicial or administrative proceeding pending and no Environmental Order has been issued or, to the best of its knowledge, after due inquiry, threatened, concerning the possible violation of any Environmental Laws or Environmental Orders in respect of the Property; (h) to the best of its knowledge, after due inquiry, all environmental approvals required with respect to activities carried out by the Optionor on any part of the lands covered by the Property, have been obtained, are valid and in full force and effect, have been complied with and there have been and are no proceedings commenced or threatened to revoke or amend any such environmental approvals; (i) to the best of its knowledge, there are no outstanding obligations or liabilities, contingent or otherwise, related to environmental, reclamation or rehabilitation work associated with the Property or arising out of exploration work, development work or mining activities previously carried out thereon; (j) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, its Articles or constating documents or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which it is a party or by which it is bound or to which it may be subject; (k) there are no proceedings pending for, and it is not aware of any basis for the institution of any proceedings leading to, its dissolution or winding-up or the placing of it in bankruptcy or subject to any laws governing the affairs of insolvent personsfiled; and (lp) it has advised the Optionee NumberCo of all of the material information relating to the Optioned Interest including, but not limited to, mineral potential of the title thereto Property of which it the Optionor has knowledge. 2.02 6.02 The Optionor acknowledges that the representations and warranties hereinbefore set forth in paragraph 2.01 hereof form a part of this Agreement and out are conditions upon which the Optionee NumberCo has relied in on entering into this Agreement, agreement and that these representations and warranties shall survive the acquisition exercise of the Optioned Interest or any consequent interest in the Property hereunder by the Optionee. 2.03 The parties also acknowledge and agree that the representations and warranties set forth in paragraph 2.01 hereof are provided for the exclusive benefit of the OptioneeOption, and a each of Equity and Pamicon hereby jointly and severally indemnifies and saves NumberCo harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any one or more thereof may be waived by the Optionee in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warrantywarranty made by it and contained in this agreement.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. 2.01 4.1 The Optionor represents and warrants to the Optionee that: (a) it has been duly incorporated he is, under the laws of the Province of Manitoba, validly exists as a corporation in good standing under the laws of the Province of Manitoba and is Nevada legally entitled to hold its interest in the Property and all mineral claims comprised therein, and all Property Rights held by him and will remain so entitled until all interests of the Optioned Interest Optionor in the Property as set out herein has (other than Royalty) have been duly transferred to the Optionee as contemplated hereinhereby; (b) it he is, and at the time of any each transfer to the Optionee of any mineral claims composing the Property pursuant to the exercise of the Optioned Interest in the Property it Option he will be, the recorded holder and beneficial owner of a one hundred percent (100%) all of the Optioned Interest, mineral claims comprising the Property free and clear of all liens, charges, royalties and claims of othersencumbrances, and no taxes or rentals are due in respect of any thereof,; (c) at the time of any transfer to the Optionee the Optioned Interest will be free and clear of all liens, charges, royalties and claims of others, without taxes or rentals due or payable in respect thereof, save and except for the NSR herein contemplated; (d) to the best of its knowledge, after due inquiry, the mineral claims comprising comprised in the Property are contiguous and have been duly and validly located and recorded pursuant to the laws "Mines Act" of British Columbia and, except as specified in Schedule “A” hereto and accepted by the Manitoba and Optionee, are in good standing in the office of the Mining Recorder on the date hereof to and including until the anniversary of their recording date dates set opposite the respective names thereof in 2030Schedule “A” hereto; (ed) there is no adverse claim or challenge against or to the ownership of or title to any of the Optioned Interest or mineral claims comprising the Property, nor to its knowledge, after due inquiry, the knowledge of the Optionor is there any basis therefortherefore, and there are no n o outstanding agreements or options to acquire or purchase the Optioned Interest or the Property or any portion thereof; (f) to the best of its knowledge, after due inquiryand no person, the Property and the activities and operations that have been carried out to date thereon have been firm, or corporation has any proprietary, possessory, royalty or other interest whatsoever in compliance, in all material respects, with all Applicable Laws and directives of all Governmental Authorities and it has not received notice of non-compliance production from any such Government Authorities; (g) to of the best of its knowledge, all the lands covered by the Property are free and clear of any Hazardous Substance and there is no judicial or administrative proceeding pending and no Environmental Order has been issued or, to the best of its knowledge, after due inquiry, threatened, concerning the possible violation of any Environmental Laws or Environmental Orders in respect of mineral claims comprising the Property; (h) to the best of its knowledge, after due inquiry, all environmental approvals required with respect to activities carried out by the Optionor on any part of the lands covered by the Property, have been obtained, are valid and in full force and effect, have been complied with and there have been and are no proceedings commenced or threatened to revoke or amend any such environmental approvals; (i) to the best of its knowledge, there are no outstanding obligations or liabilities, contingent or otherwise, related to environmental, reclamation or rehabilitation work associated with the Property or arising out of exploration work, development work or mining activities previously carried out thereon; (j) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, its Articles or constating documents or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which it is a party or by which it is bound or to which it may be subject; (ke) there are no pending or threatened actions, suits, claims, disputes, or proceedings pending for, and it regarding the Property nor is not he aware of any if the basis for the institution of any proceedings leading to, its dissolution or winding-up or the placing of it in bankruptcy or subject to any laws governing the affairs of insolvent persons; and (l) it has advised the Optionee of all material information relating to the Optioned Interest including, but not limited to, the title thereto of which it has knowledgeany. 2.02 4.2 The Optionor acknowledges that the representations and warranties set forth contained in paragraph 2.01 hereof form a part of this Agreement and are conditions upon which the Optionee has relied in entering into this Agreement, and that these representations and warranties shall survive the acquisition of the Optioned Interest or any consequent interest in the Property hereunder by the Optionee. 2.03 The parties also acknowledge and agree that the representations and warranties set forth in paragraph 2.01 hereof section are provided for the exclusive benefit of the Optionee, and a breach of any one or of more thereof may be waived by the Optionee in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and the representation and warranties contained in this section shall survive the execution of this Agreement and of any transfers, assignments, deeds or further documents respecting the Property.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. 2.01 The Optionor represents and warrants to the Optionee that: (a) it has been a business address at the address set forth beside its name on the first page of this Agreement; (b) it is a corporation duly incorporated subsisting under the laws of Saskatchewan with the Province corporate power to own its assets and to carry on its business in the jurisdiction in which the Property is located; (c) it has good and sufficient authority to enter into and deliver this Agreement and to transfer the legal and beneficial title in the Optioned Interest to the Optionee in accordance with this Agreement (subject to the consent of Manitobathe optionor under the Dome of Option); (d) there is no contract, validly exists as option or any other right of another binding upon the Optionor to option, sell, transfer, assign, pledge, charge, mortgage, explore or in any other way option, dispose of or encumber all or part of the Property or any portion thereof or interest therein other than pursuant to the provisions of the Purchase and Sale Agreement and this Agreement; (e) the execution, delivery and performance of this Agreement by the Optionor, and the consummation of the transactions herein contemplated will not (i) violate or conflict with any term or provision of any of the articles, by-laws or other constating documents of the Optionor; (ii) violate or conflict with any term or provision of any order of any court, Government or Regulatory Authority or any law or regulation of any jurisdiction in which the Optionor’s business is carried on; or (iii) conflict with, accelerate the performance required by or result in the breach of any agreement to which it is a corporation party or by which it is currently bound; (f) it is the legal and beneficial owner of an undivided 35% of the right, title and interest in and to the Property, free and clear of all Encumbrances except for the NSR; (g) the Mineral Claims are properly and accurately described in Schedule A” hereto and are in good standing under the laws of the Province of Manitoba and is legally entitled to hold its interest jurisdiction in the Property and will remain so entitled until the Optioned Interest in the Property as set out herein has been duly transferred to the Optionee as contemplated herein; (b) it is, and at the time of any transfer to the Optionee of any of the Optioned Interest in the Property it will be, the beneficial owner of a one hundred percent (100%) of the Optioned Interest, free and clear of all liens, charges, royalties and claims of others, and no taxes or rentals which they are due in respect thereof, (c) at the time of any transfer to the Optionee the Optioned Interest will be free and clear of all liens, charges, royalties and claims of others, without taxes or rentals due or payable in respect thereof, save and except for the NSR herein contemplated; (d) to the best of its knowledge, after due inquiry, the mineral claims comprising the Property are contiguous and have been duly and validly located pursuant to the laws of the Manitoba and are in good standing in the office of the Mining Recorder on the date hereof up to and including at least the anniversary of their recording date expiry dates set forth in 2030; (e) there is no adverse claim or challenge against or to the ownership of or title to the Optioned Interest or the Property, nor to its knowledge, after due inquiry, is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase the Optioned Interest or the Property or any portion thereof; (f) to the best of its knowledge, after due inquiry, the Property and the activities and operations that have been carried out to date thereon have been in compliance, in all material respects, with all Applicable Laws and directives of all Governmental Authorities and it has not received notice of non-compliance from any such Government Authorities; (g) to the best of its knowledge, all the lands covered by the Property are free and clear of any Hazardous Substance and there is no judicial or administrative proceeding pending and no Environmental Order has been issued or, to the best of its knowledge, after due inquiry, threatened, concerning the possible violation of any Environmental Laws or Environmental Orders in respect of the PropertySchedule “A”; (h) to the best of its knowledge, after due inquiry, all environmental approvals required with respect to activities carried out by the Optionor on any part terms of the lands covered by the PropertyDome Option are attached as Schedule “D” hereto and has not been exercised or amended, have been obtained, are valid and altered or varied in full force and effect, have been complied with and there have been and are no proceedings commenced or threatened to revoke or amend any such environmental approvalsway; (i) to the best of its knowledge, there the Mineral Claims and the Dome Claim are no outstanding obligations or liabilities, contingent or otherwise, related to environmental, reclamation or rehabilitation work associated in compliance in all material respects with the Property or arising out of exploration work, development work or mining activities previously carried out thereon; all Environmental Laws (j) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by itas defined below), and there are, to the consummation best of its knowledge, no facts which could give rise to a notice of non-compliance with any Environmental Laws. The term “Environmental Laws” means all applicable laws, rules, regulations, orders, policies, guidelines, notices, approvals and permits relating to environmental or occupational health and safety matters, in effect as at the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained indate hereof, or constitute a default underincluding, or result in the creation of any encumbrance under the provisions ofwithout limitation, its Articles or constating documents or any shareholders’ or directors’ resolutionthose pertaining to reporting, indenturelicensing, agreement or other instrument whatsoever to which it is a party or by which it is bound or to which it may be subject; (k) there are no proceedings pending forpermitting, investigation, remediation and it is not aware of any basis for the institution of any proceedings leading to, its dissolution or windingclean-up in connection with any release or the placing threat of it in bankruptcy release of a Contaminant or subject to any laws governing the affairs of insolvent persons; and (l) it has advised the Optionee of all material information relating to the Optioned Interest includingmanufacture, but not limited toprocessing, distribution, use, treatment, storage, disposal, transportation, handling and the title thereto like of which it has knowledge. 2.02 a Contaminant. The Optionor acknowledges term “Contaminant” means any substance or material that the representations is prohibited, controlled or regulated by any governmental authority, including without limitation, any contaminants, pollutants, petroleum, its derivatives, by-products or other hydrocarbons, dangerous substances or goods, asbestos, toxic or hazardous substances or materials, controlled products, wastes involving hazardous wastes and warranties set forth in paragraph 2.01 hereof form a part of this Agreement and are conditions upon which the Optionee has relied in entering into this Agreement, and that these representations and warranties shall survive the acquisition of the Optioned Interest or any consequent interest in the Property hereunder by the Optionee. 2.03 The parties also acknowledge and agree that the representations and warranties set forth in paragraph 2.01 hereof are provided for the exclusive benefit of the Optionee, and a breach of any one or more thereof may be waived by the Optionee in whole or in part at any time without prejudice to its rights in respect of any other breach of the same materials that are by their nature hazardous, either in fact or as defined in or pursuant to any other representation or warranty.Environmental Laws;

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. 2.01 2.1 The Optionor represents and warrants to the Optionee that: (a) it has been duly incorporated under the laws of the Province of Manitoba, validly exists as a corporation company in good standing under the laws of the Province of Manitoba and is legally entitled to hold its interest in the Property comprised therein, and will remain so entitled until the Optioned Interest in the all Property as set out herein has been duly transferred to the Optionee as contemplated hereinRights held by it; (b) it is, holds a 100% undivided legal and at the time of any transfer beneficial interest in and to the Optionee of any Property and is the recorded holder of the Optioned Interest in the Property it will be, the beneficial owner of a one hundred percent (100%) of the Optioned Interest, free and clear of all liens, charges, royalties and claims of others, and no taxes or rentals are due in respect thereof,Property; (c) at the time of any transfer to the Optionee the Optioned Interest will be free and clear of all liens, charges, royalties and claims of others, without taxes or rentals due or payable in respect thereof, save and except for the NSR herein contemplated; (d) to the best of its knowledge, after due inquiry, the mineral claims comprising the Property are contiguous and have been duly and validly located pursuant to the laws of the Manitoba and are in good standing in the office of the Mining Recorder on the date hereof to and including the anniversary of their recording date in 2030; (e) there is no adverse claim or challenge against or to the ownership of or title to the Optioned Interest or the Property, nor to its knowledge, the knowledge of the Optionor after due inquiry, inquiry is any of the foregoing pending or threatened nor is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase the Optioned Interest or the Property or any portion thereof; (f) to the best of its knowledgethereof or any interest therein, after due inquiry, the Property and the activities and operations that have been carried out to date thereon have been no person has any royalty or other interest whatsoever in compliance, in all material respects, with all Applicable Laws and directives of all Governmental Authorities and it has not received notice of non-compliance production from any such Government Authorities; (g) to the best of its knowledge, all the lands covered by the Property are free and clear of any Hazardous Substance and there is no judicial or administrative proceeding pending and no Environmental Order has been issued or, to the best of its knowledge, after due inquiry, threatened, concerning the possible violation of any Environmental Laws or Environmental Orders in respect of the Property; (hd) there is no outstanding directive or order or similar notice issued by any regulatory agency, including agencies responsible for environmental matters, affecting the Property or the Optionor nor to the best knowledge of its knowledge, the Optionor after due inquiryinquiry is there any basis therefor or any reason to believe that such an order, all environmental approvals required with respect to activities carried out by the Optionor on any part of the lands covered by the Property, have been obtained, are valid and in full force and effect, have been complied with and there have been and are no proceedings commenced directive or threatened to revoke or amend any such environmental approvalssimilar notice is pending; (ie) to the best of its knowledge, there are no outstanding obligations or liabilities, contingent or otherwise, related to environmental, reclamation or rehabilitation all work associated with carried out on the Property by or arising out of exploration work, development under the Optionor's direction has been done in full compliance with all applicable laws and regulations and it has no reason to believe that all prior work or mining activities previously carried out thereonon the Property by third parties has not been done in full compliance with all applicable laws and regulations; (jf) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, its the Articles or the constating documents of the Optionor or any shareholders’ ' or directors’ ' resolution, indenture, agreement or other instrument whatsoever whatsoever, to which it the Optionor is a party or by which it is bound or to which it may be subject; (kg) there are it has duly executed and delivered this Agreement and this Agreement constitutes a legal, valid and binding obligation of the Optionor, enforceable against it in accordance with the Agreement's terms; (h) no proceedings are pending for, and it the Optionor is not aware unaware of any basis for the institution of any proceedings leading to, its the dissolution or winding-up of the Optionor or the placing of it the Optionor in bankruptcy or subject to any other laws governing the affairs of insolvent persons; and; (li) it the Property is not the whole or substantially the whole of the undertaking of the Optionor; (j) the Optionor is not aware of any material fact (as defined in the British Columbia Securities Act) or circumstance which has advised not been disclosed to the Optionee of all material information relating in writing which should be disclosed in order to the Optioned Interest including, but not limited to, the title thereto of which it has knowledge. 2.02 The Optionor acknowledges that prevent the representations and warranties set forth in paragraph 2.01 hereof form a part of this Agreement and are conditions upon which the Optionee has relied in entering into this Agreement, and that these section from being false or misleading; and 2.2 The representations and warranties shall survive the acquisition of the Optioned Interest or any consequent interest contained in the Property hereunder by the Optionee. 2.03 The parties also acknowledge and agree that the representations and warranties set forth in paragraph 2.01 hereof Section 2.1 are provided for the exclusive benefit of the Optionee, and a breach of any one or more thereof may be waived by the Optionee in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty; and the representations and warranties contained in Section 2.1 will survive the execution hereof.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. 2.01 The Optionor represents and warrants to the Optionee Lithium that: (a) it the Optionor is resident at the address set forth beside his name on the first page of this Agreement; (b) the Optionor has good and sufficient power, authority and right to enter into and deliver this Agreement and to option and transfer his legal and beneficial interest in the Property to Lithium free and clear of all Encumbrances and rights of others, other than Permitted Encumbrances; (c) there is no contract, option or any other right of another binding upon or which at any time in the future may become binding upon the Optionor to option, sell, transfer, assign, pledge, charge, mortgage, explore or in any other way option, dispose of or encumber all or part of the Property or any portion thereof or interest therein other than pursuant to the provisions of this Agreement; (d) neither the entering into nor the delivery of this Agreement nor the completion of the transactions contemplated hereby by the Optionor will result in the violation of any agreement or other instrument to which the Optionor is party or by which the Optionor is bound, or any applicable law, rule or regulation; (e) the Optionor has been independently advised as to the restrictions on his ability to transfer or resell the Shares and, in particular, that the Shares are subject to a hold period in accordance with applicable securities laws and that the certificates representing the Shares shall bear legends denoting such resale restrictions; and (f) the Optionor is not party to or bound by any contract or commitment to pay any royalty, fee or land payment with respect to the Property or any portion thereof or interest therein; (g) the Optionor is the legal and beneficial owner of 100% of the right, title and working interest in and to the Property as set out in Schedule A and except for the Permitted Encumbrances, the Property (including all ores, concentrates, minerals, metals or products in, on or under the Property or which may be removed or extricated therefrom) is free and clear of any and all Encumbrances and is not subject to any right, claim or interest of any other person; (h) the Property is properly and accurately described in Schedule A hereto and (i) has been duly incorporated under and properly staked and recorded in accordance with laws in effect in the laws of jurisdiction in which the Province of Manitoba, validly exists as a corporation Property is located; and (ii) is in good standing under the laws of the Province of Manitoba and is legally entitled to hold its interest jurisdiction in which the Property is located up to and will remain so entitled until including at least the Optioned Interest expiry dates set forth in the Property as set out herein has been duly transferred to the Optionee as contemplated hereinSchedule A; (bi) it isthe conditions on and relating to the Property respecting all past and current operations thereon are in compliance with all applicable federal, provincial and municipal laws including all Environmental Laws, and at the time of Optionor has not received from any transfer to the Optionee of Government or Regulatory Authority any of the Optioned Interest in the Property it will benotice of, the beneficial owner of a one hundred percent (100%) of the Optioned Interestor communication relating to, free and clear of all liens, charges, royalties and claims of others, and no taxes any actual or rentals are due in respect thereof, (c) at the time of any transfer to the Optionee the Optioned Interest will be free and clear of all liens, charges, royalties and claims of others, without taxes or rentals due or payable in respect thereof, save and except for the NSR herein contemplated; (d) to the best of its knowledge, after due inquiry, the mineral claims comprising the Property are contiguous and have been duly and validly located pursuant to the laws of the Manitoba and are in good standing in the office of the Mining Recorder on the date hereof to and including the anniversary of their recording date in 2030; (e) there is no adverse claim or challenge against or to the ownership of or title to the Optioned Interest or the Property, nor to its knowledge, after due inquiry, is there any basis thereforalleged Environmental Claims, and there are no outstanding agreements work orders or options actions required to acquire be taken relating to environmental matters respecting the Property or purchase the Optioned Interest any operators carried out thereon; (j) there are no actions, suits or proceedings pending or threatened against or adversely affecting, or which could adversely affect, the Property or any portion thereofthereof or interest therein or before or by and federal, provincial, municipal or other governmental court or Government or Regulatory Authority whether or not insured, and which might involve the possibility of any judgment or liability affecting the Property or any portion thereof or interest therein or lien, charge or encumbrance thereon; (fk) to the best of its knowledgeOptionor shall, after due inquiry, during the Property and the activities and operations that have been carried out to date thereon have been in compliance, in all material respects, with all Applicable Laws and directives of all Governmental Authorities and it has not received notice of non-compliance from any such Government Authorities;Option Period: (gi) to the best of its knowledge, promptly provide Lithium any and all the lands covered by the Property are free notices and clear of any Hazardous Substance and there is no judicial correspondence from Government or administrative proceeding pending and no Environmental Order has been issued or, to the best of its knowledge, after due inquiry, threatened, concerning the possible violation of any Environmental Laws or Environmental Orders Regulatory Authorities in respect of the Property; (hii) to the best of its knowledge, after due inquiry, all environmental approvals co-operate with Lithium in obtaining any permits or licences required with respect to activities carried out by the Optionor on any part of the lands covered by the Property, have been obtained, are valid and in full force and effect, have been complied with and there have been and are no proceedings commenced or threatened to revoke or amend any such environmental approvals; (i) to the best of its knowledge, there are no outstanding obligations or liabilities, contingent or otherwise, related to environmental, reclamation or rehabilitation work associated with the Property or arising out of exploration work, development work or mining activities previously carried out thereon; (j) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, its Articles or constating documents or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which it is a party or by which it is bound or to which it may be subject; (k) there are no proceedings pending for, and it is not aware of any basis for the institution of any proceedings leading to, its dissolution or winding-up or the placing of it in bankruptcy or subject to any laws governing the affairs of insolvent personsrelevant authorities; and (liii) it has advised not do or permit or suffer to be done any act or thing which would or might in any way adversely affect the Optionee rights of all material information relating to the Optioned Interest including, but not limited to, the title thereto of which it has knowledgeLithium hereunder. 2.02 The Optionor acknowledges that the representations and warranties set forth in paragraph 2.01 hereof form a part of this Agreement and are conditions upon which the Optionee has relied in entering into this Agreement, and that these representations and warranties shall survive the acquisition of the Optioned Interest or any consequent interest in the Property hereunder by the Optionee. 2.03 The parties also acknowledge and agree that the representations and warranties set forth in paragraph 2.01 hereof are provided for the exclusive benefit of the Optionee, and a breach of any one or more thereof may be waived by the Optionee in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. 2.01 The Optionor represents and warrants to the Optionee thatas follows: (a) that the Optionor has the capacity to enter into and perform this Agreement and all transactions contemplated herein and that all other actions required to authorize it to enter into and perform this Agreement have been properly taken; (b) that the Optionor will not breach any other agreement or arrangement by entering into or performing this Agreement; (c) that this Agreement has been duly executed and delivered by the Optionor and is valid and binding upon it in accordance with its terms; (d) that no consent or approval of any third party or governmental agency is required for the execution, delivery or performance of this Agreement by the Optionor or the transfer or acquisition of any interest in the Current Property; (e) the Optionor owns and possesses and has good and marketable title to the Current Property free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances or other claims whatsoever and, without limiting the generality of the foregoing, the Optionor has not entered into and there are not any agreements or options to grant or convey any interest in the Current Property or to pay any royalties with respect to the Current Property; (f) the claims comprised in the Current Property have been duly and validly staked, located and recorded pursuant to all applicable laws and regulations in Ontario and are in good standing and the information in Schedule "A" is accurate and no person has protested and to the best of the Optionor's knowledge there is no basis for protesting the recording of any such claims; (g) there are not any suits, actions, prosecutions, investigations or proceedings, actual, pending or threatened, against or affecting the Optionor or that relates to or has an adverse effect on the Current Property; (h) no mining lands within the Area of Interest lie within protected areas, lands designated for provincial parks, or lands designated by the Ontario government as part of the "Lands for Life" programme; (i) all taxes, rates or other levies of every nature and kind heretofore levied against the Current Property have been fully paid and satisfied; (j) to the best of its knowledge and belief, there has been no material spill, discharge, leak, emission, ejection, escape, dumping, or any release or threatened release of any kind; of any toxic or hazardous substance or waste (as defined by any applicable law) from, on, in or under the Current Property or into the environment, except releases permitted or otherwise authorized by such law; (a) to the best of its knowledge and belief, no toxic or hazardous substance or waste has been disposed of or is located on the Current Property as a result of activities of the Optionor or its predecessors in interest; (b) to the best of its knowledge and belief, no toxic or hazardous substance or waste has been treated on or is now stored on the Current Property; (c) there are no current closure plan, reclamation or rehabilitation orders made pursuant to Part VII of the Ontario Mining Act with respect to any of the lands included in the Current Property; (a) to the best of its knowledge and belief, there are no pending or ongoing actions taken by or on behalf of any native persons pursuant to the assertion of any land claims with respect to lands included in the Current Property; (b) the English Agreement has not been amended and represents the entire agreement pertaining to the property which is the subject of it; the English Agreement is a legal, valid, binding and enforceable agreement and there has been no act or omission and there is no state of acts existing which constitutes, or after notice or lapse of time or both would constitute a breach or default thereunder; (c) the Glenhaven Agreement has not been amended and represents the entire agreement pertaining to the property which is the subject of it; the Glenhaven Agreement is a legal, valid, binding and enforceable agreement and there has been no act or omission and there is no state of acts existing which constitutes, or after notice or lapse of time or both would constitute a breach or default thereunder; (d) the Optionor is a reporting issuer in good standing under the securities laws of the Provinces of Ontario, British Columbia and Alberta, and the Optionor will maintain such status and not be in default of any requirement under any such laws or the regulations thereto at, and for at least 18 months subsequent to, the date of issuance of the Subscribed Shares; in particular, without limiting the foregoing, the Optionor has at all times complied with its obligation to make timely disclosure of all material changes relating to it and no such disclosure has been made on a confidential basis and there is no material change relating to the Optionor that has occurred and with, respect to which the requisite material change report has not been filed; (a) the issued and outstanding common shares of the Optionor are listed and posted for trading on the TSX Venture Exchange, the Optionor is in compliance with all applicable rules and regulations of the TSX Venture Exchange, and the Optionor will use its best efforts to cause the common shares to continue to be listed on the TSX Venture Exchange and the Optionor to be in compliance with the applicable rules and regulations of the TSX Venture Exchange for at least 18 months subsequent to the date of issuance of the Subscribed Shares; (b) the issue and sale of the Subscribed Shares do not and will not result in a breach by the Optionor of, and do not and will not create a state of facts that, after notice or lapse of time or both, will result in a breach by the Optionor of, any applicable laws, and do not and will not conflict with any of the terms, conditions or provisions of the articles of the Optionor, the by-laws or resolutions of the Optionor or, subject to obtaining any necessary waivers or consents that have been obtained, any trust indenture, loan agreement or any other agreement or instrument to which the Optionor is a party or by which it is contractually bound; -- (c) the Subscribed Shares have been duly allotted and reserved for issuance and will be, when issued on the Closing Date against payment of the Subscription Price, fully paid and non-assessable shares in the capital of the Optionor; (d) the Optionor is a corporation duly incorporated and validly subsisting under the laws of the Province of Ontario; (e) the Optionor has the following four subsidiaries incorporated under the laws of the Province of ManitobaOntario, validly exists each of which was engaged in operations as a corporation in good standing under the laws of the Province of Manitoba and is legally entitled to hold its interest nominee involved in the Property and will remain so entitled until the Optioned Interest in the Property as set out herein has been duly transferred to the Optionee as contemplated herein; (b) it is, and at the time of any transfer to the Optionee of any of the Optioned Interest in the Property it will be, the beneficial owner of a one hundred percent (100%) of the Optioned Interest, free and clear of all liens, charges, royalties and claims of others, and no taxes or rentals are due in respect thereof, (c) at the time of any transfer to the Optionee the Optioned Interest will be free and clear of all liens, charges, royalties and claims of others, without taxes or rentals due or payable in respect thereof, save and except for the NSR herein contemplated; (d) to the best of its knowledge, after due inquiry, the mineral claims comprising the Property are contiguous and have been duly and validly located pursuant to the laws of the Manitoba and are in good standing in the office of the Mining Recorder on the date hereof to and including the anniversary of their recording date in 2030; (e) there is no adverse claim or challenge against or to the ownership of or title to the Optioned Interest or the Property, nor to its knowledge, after due inquiry, is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase the Optioned Interest or the Property or any portion thereof; (f) to the best of its knowledge, after due inquiry, the Property and the Optionor's discontinued real estate activities and operations that have been carried out to date thereon have been in compliance, in all material respects, with all Applicable Laws and directives each of all Governmental Authorities and it has not received notice of non-compliance from any such Government Authorities; (g) to the best of its knowledge, all the lands covered by the Property are free and clear of any Hazardous Substance and there which is no judicial or administrative proceeding pending and no Environmental Order has been issued or, to the best of its knowledge, after due inquiry, threatened, concerning the possible violation of any Environmental Laws or Environmental Orders in respect of the Property; (h) to the best of its knowledge, after due inquiry, all environmental approvals required with respect to activities carried out by the Optionor on any part of the lands covered by the Property, have been obtained, are valid and in full force and effect, have been complied with and there have been and are no proceedings commenced or threatened to revoke or amend any such environmental approvals;currently inactive: (i) to 1209786 Ontario Inc. which is 100% owned by the best of its knowledge, there are no outstanding obligations or liabilities, contingent or otherwise, related to environmental, reclamation or rehabilitation work associated with the Property or arising out of exploration work, development work or mining activities previously carried out thereonOptionor; (jii) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement 1262181 Ontario Inc. which is 100% owned by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, its Articles or constating documents or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which it is a party or by which it is bound or to which it may be subject1209786 Ontario Inc.; (kiii) there are no proceedings pending for, and it 123934 Ontario Inc. which is not aware of any basis for the institution of any proceedings leading to, its dissolution or winding-up or the placing of it in bankruptcy or subject to any laws governing the affairs of insolvent persons100% owned by 1209798 Ontario Inc; and (liv) it has advised the Optionee of all material information relating to the Optioned Interest including, but not limited to, the title thereto of Berkley Homes (Xxxxxxxxx) Inc. which it has knowledge. 2.02 The Optionor acknowledges that the representations and warranties set forth in paragraph 2.01 hereof form a part of this Agreement and are conditions upon which the Optionee has relied in entering into this Agreement, and that these representations and warranties shall survive the acquisition of the Optioned Interest or any consequent interest in the Property hereunder is 50% owned by the OptioneeOptionor. 2.03 The parties also acknowledge and agree that the representations and warranties set forth in paragraph 2.01 hereof are provided for the exclusive benefit of the Optionee, and a breach of any one or more thereof may be waived by the Optionee in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. 2.01 The Optionor represents and warrants to, and covenants with Konigsberg that to the Optionee thatbest of its knowledge and where a party acting reasonably should have known: (a) it has been duly incorporated under 4.1 the laws of the Province of ManitobaProperty is accurately described in Schedule A, validly exists as a corporation and is presently in good standing under the applicable laws of Mexico; 4.2 there are no encumbrances, royalties or liens of any kind associated in any way, save as outline in Schedule B, with the Province Property; 4.3 the Optionor has the exclusive right to enter into this Agreement and to dispose of Manitoba and is legally entitled to hold its an interest in the Property in accordance with the terms and will remain so entitled until conditions of this Agreement subject only the Optioned Interest in approval of the Property as set out herein has been duly transferred underlying vendor said approval not to the Optionee as contemplated hereinbe unreasonably withheld; (b) it is, and at 4.4 the time of any transfer to the Optionee of any of the Optioned Interest in the Property it will be, the beneficial owner of a one hundred percent (100%) of the Optioned Interest, free and clear of all liens, charges, royalties and claims of others, and no taxes or rentals are due in respect thereof, (c) at the time of any transfer to the Optionee the Optioned Interest will be free and clear of all liens, charges, royalties and claims of others, without taxes or rentals due or payable in respect thereof, save and except for the NSR herein contemplated; (d) to the best of its knowledge, after due inquiry, the mineral claims comprising the Property are contiguous and have been duly and validly located pursuant to the laws of the Manitoba and are Underlying Agreement is in good standing and is in full force and effect; 4.5 the office Underlying Agreement has been accepted for filing by the TSX Venture Exchange and all other applicable regulatory approvals have been received in respect of the Mining Recorder on the date hereof to and including the anniversary of their recording date in 2030Property; (e) 4.6 there is no adverse claim or challenge against or to the ownership of or title to the Optioned Interest or the Property, nor to its knowledge, after due inquiry, is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase the Optioned Interest or the Property or any portion thereofthereof other than the Underlying Agreement, and no person, firm or corporation has any proprietary or possessory interest in the Property other than the Optionor and as provided for under this Agreement; (f) to the best of its knowledge, after due inquiry, 4.7 there are no reclamation or rehabilitation requirements outstanding on the Property of which Konisberg has not or will not be advised and the activities and operations that have all work has been carried out to date thereon have been in compliance, in all material respects, accordance with all Applicable Laws and directives applicable laws of all Governmental Authorities and it has not received notice the federal mining law of non-compliance from any such Government AuthoritiesMexico; (g) to the best of its knowledge, all the lands covered by the Property are free and clear of any Hazardous Substance and there is no judicial or administrative proceeding pending and no Environmental Order has been issued or, to the best of its knowledge, after due inquiry, threatened, concerning the possible violation of any Environmental Laws or Environmental Orders in respect of the Property; (h) to the best of its knowledge, after due inquiry, all environmental approvals required with respect to activities carried out by the 4.8 The Optionor on any part of the lands covered by the Property, have been obtained, are valid and in full force and effect, have been complied with and there have been and are no proceedings commenced or threatened to revoke or amend any such environmental approvals; (i) to the best of its knowledge, there are no outstanding obligations or liabilities, contingent or otherwise, related to environmental, reclamation or rehabilitation work associated with the Property or arising out of exploration work, development work or mining activities previously carried out thereon; (j) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, its Articles or constating documents or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which it is a party or by which it is bound or to which it may be subject; (k) there are no proceedings pending for, and it is not aware of any basis for the institution of any proceedings leading to, its dissolution material fact or winding-up or the placing of it circumstance which has not been disclosed to Konigsberg which should be disclosed in bankruptcy or subject order to any laws governing the affairs of insolvent persons; and (l) it has advised the Optionee of all material information relating to the Optioned Interest including, but not limited to, the title thereto of which it has knowledge. 2.02 The Optionor acknowledges that prevent the representations and warranties set forth of the Optionor provided in paragraph 2.01 hereof form a part this Agreement from being misleading; and 4.9 the Optionor has, or will throughout the term of this Agreement agreement, advised Konigsberg of all of the material information about the Property generally and specifically as to its mineral potential. The representations and warranties of the Optionor herein before set out are conditions upon on which the Optionee Konigsberg has relied in entering into this Agreement, Agreement and that these representations and warranties shall will survive the acquisition of the Optioned Interest or any consequent interest in the Property hereunder by Konigsberg and/or the Optionee. 2.03 termination of this Agreement. The parties also acknowledge Optionor hereby indemnifies and agree that the representations saves Konigsberg harmless from all loss, damage, costs, actions and warranties set forth suits arising out of or in paragraph 2.01 hereof are provided for the exclusive benefit of the Optionee, and a connection with any breach of any one representation, warranty, covenant, agreement or more thereof may be waived condition made by the Optionee Optionor, that the Optionor had knowledge of, or acting reasonably should have had knowledge of and contained in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty.this agreement

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. 2.01 ‌ 2.1 The Optionor represents and warrants to the Optionee that:that:‌ (a) it has been Each of Cloudbreak and Cloudbreak Subco is a valid and subsisting corporation duly incorporated under the laws of its jurisdiction of incorporation and has full corporate power and authority to execute and deliver this Agreement and to observe and perform its covenants and obligations hereunder and has taken all necessary corporate proceedings and obtained all necessary approvals in respect thereof and, upon execution and delivery of this Agreement by it, this Agreement will constitute a legal, valid and binding obligation of the Optionor enforceable against it in accordance with its terms except that: (i) enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights generally; (ii) equitable remedies, including the remedies of specific performance and injunctive relief, are available only in the discretion of the applicable court; (iii) a court may stay proceedings before them by virtue of equitable or statutory powers; and (iv) rights of indemnity and contribution hereunder may be limited under applicable law; (b) the Optionor is the sole legal and beneficial owner of the Property, free and clear of all liens, charges and encumbrances, and no other person, other than the Optionee has any right or interest to acquire any interest in the Property; (c) neither the execution of this Agreement nor the consummation of the transactions contemplated hereby conflict with, result in a breach of, or accelerate the performance required by any agreement to which the Optionor is a party; (d) no consent or approval is required to permit the execution and delivery of this Agreement by the Optionor or the performance of their obligations hereunder; (e) the mineral claims comprising the Property are valid, have been properly located and recorded, are in compliance with all applicable laws and are currently in good standing with all applicable governmental entities in the Province of ManitobaBritish Columbia, validly exists as a corporation in good standing under including all assessments or other work required to be performed on the laws of the Province of Manitoba and Property; (f) Cloudbreak Subco is legally entitled to hold its interest in the Property and will remain so entitled until all interests of the Optioned Interest Optionor in the Property as set out herein has have been duly transferred to the Optionee as contemplated hereinhereby; (bg) it is, and at the time of any transfer to the Optionee of any of the Optioned Interest in The Optionor maintained the Property it will bein good standing with all applicable government entities, the beneficial owner of a one hundred percent (100%) of the Optioned Interest, free and clear including payment of all liens, charges, royalties taxes and claims of others, performing all required assessment work and no taxes or rentals making such filings and recordings on the Property as are due in respect thereof, (c) at the time of any transfer necessary to the Optionee the Optioned Interest will be free and clear of all liens, charges, royalties and claims of others, without taxes or rentals due or payable in respect thereof, save and except for the NSR herein contemplatedmaintain title; (dh) the Optionor has not received any notice, whether written or oral, from any governmental entity or any person with jurisdiction or applicable authority of any revocation or intention to revoke the best of its knowledge, after due inquiry, the mineral claims comprising the Property are contiguous and have been duly and validly located pursuant to the laws of the Manitoba and are in good standing Optionor’s interest in the office of the Mining Recorder on the date hereof to and including the anniversary of their recording date in 2030Property; (ei) there is no adverse claim or challenge against or to the ownership of or title to the Optioned Interest or the Property, nor to its knowledgethe knowledge of the Optionor, after making due inquiry, is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase the Optioned Interest or the Property or any portion thereof; , and no person (f) other than the Optionor pursuant to the best of its knowledge, after due inquiry, the Property and the activities and operations that have been carried out to date thereon have been NSR Royalty) has any royalty or other interest whatsoever in compliance, in all material respects, with all Applicable Laws and directives of all Governmental Authorities and it has not received notice of non-compliance production from any such Government Authorities; (g) to the best of its knowledge, all the lands covered by the Property are free and clear of any Hazardous Substance and there is no judicial or administrative proceeding pending and no Environmental Order has been issued or, to the best of its knowledge, after due inquiry, threatened, concerning the possible violation of any Environmental Laws or Environmental Orders in respect of the Property; (hj) there is no outstanding directive or order or similar notice issued by any regulatory agency, including agencies responsible for environmental matters, affecting the Property or the Optionor nor is there any reason to believe that such an order, directive or similar notice is pending; (k) all work carried out on the Property by or under the direction of the Optionor has been done in compliance with all applicable laws and regulations (including Environmental Laws) and the Optionor has no reason to believe that all prior work carried out on the Property by third parties has not been done in compliance with all applicable laws and regulations and there are no environmental conditions existing on the Property to which any material remedial action is required or any material liability has or may be imposed under applicable Environmental Laws; (l) to the best of its Optionor’s knowledge, after due inquirythe Property does not lie within any protected area, all environmental approvals required with respect to activities carried out rescued area, reserve, reservation, reserved area or special needs lands as designated by any governmental authority having jurisdiction, that would materially impair the Optionor development of a mining project on any part of the lands covered by the Property, have been obtained, are valid and in full force and effect, have been complied with and there have been and are no proceedings commenced or threatened to revoke or amend any such environmental approvalsland; (im) to the best of its Optionor’s knowledge, there are no outstanding obligations or liabilitieswork orders or, contingent or otherwiseto its knowledge, related actions required to environmental, reclamation or rehabilitation work associated with be taken relating to environmental matters respecting the Property or arising out of exploration work, development work or mining activities previously any operations carried out thereonon the Property; (jn) it to the Optionor’s knowledge, no toxic or hazardous substance or waste has duly obtained all corporate authorizations for been treated on or is now stored on the execution of this Agreement and for the performance of this Agreement by itProperty, and the consummation of the transaction herein contemplated will not conflict with there has been no material spill, discharge, leak, emission, ejection, escape, dumping, or result in any breach release or threatened release of any covenants or agreements contained inkind, or constitute a default under, or result in the creation of any encumbrance toxic or hazardous substance or waste (as defined by any applicable law) from, on, in or under the provisions ofProperty or into the environment, its Articles except releases permitted or constating documents or otherwise authorized by such law; (o) the Optionor is in compliance in all material respects with any shareholders’ or directors’ resolutionrehabilitation and closure obligations, indenture, agreement or other instrument whatsoever to for which it is a party or by which it is bound or responsible pursuant to which it may be subjectapplicable Law with respect to the Property and all such rehabilitation and closure obligations have been disclosed to the Optionee; (kp) the Property is not subject to any contingent or other liability relating to (A) the restoration or rehabilitation of land, water or (B) non¬compliance with Environmental Standards; (q) to the Optionor’s knowledge, there are no proceedings pending for, and it is not aware or ongoing actions taken by or on behalf of any basis for native or indigenous persons pursuant to the institution assertion of any proceedings leading to, its dissolution or winding-up or land claims with respect to lands included in the placing of it in bankruptcy or subject to any laws governing the affairs of insolvent personsProperty; and (lr) the Optionor has provided the Optionee full and complete copies of all exploration information, maps, reports, assay results and other relevant technical data compiled by or in the possession of the Optionor with respect to the Property. 2.2 For the purposes of Section 2.1, the Optionor will be deemed to have “knowledge” of a particular fact or other matter if, after due inquiry (i) it has advised the Optionee is actually aware of all material information relating that fact or matter; or (ii) that fact or matter comes to the Optioned Interest including, but not limited to, the title thereto its attention under circumstances in which a reasonable person would take cognizance of which it has knowledgeit. 2.02 2.3 The Optionor acknowledges that the representations and warranties set forth contained in paragraph 2.01 hereof form a part of this Agreement and are conditions upon which the Optionee has relied in entering into this Agreement, and that these representations and warranties shall survive the acquisition of the Optioned Interest or any consequent interest in the Property hereunder by the Optionee. 2.03 The parties also acknowledge and agree that the representations and warranties set forth in paragraph 2.01 hereof Section 2.1 are provided for the exclusive benefit of the OptioneeOptionee and its successors and assigns, and a breach of any one or more thereof may be waived by the Optionee or its successors and assigns in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty; and the representations and warranties contained in Section 2.1 will survive the execution hereof. The Optionor shall indemnify and save harmless the Optionee from all losses, damages, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by them and contained in this Agreement.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. 2.01 2.1. The Optionor represents and warrants to the Optionee that: (a) it has been duly incorporated under the laws of the Province of ManitobaBritish Columbia, validly exists as a corporation company in good standing under the laws of the Province of Manitoba British Columbia and is legally entitled to hold its interest in the Property and will remain so entitled until the Optioned Interest in the Property as set out herein has been duly transferred to the Optionee as contemplated herein; (b) it is, and at the time of any transfer to the Optionee of any of the Optioned Interest in the Property it will be, the beneficial owner of a one hundred percent (100%) % of the Optioned Interest, free and clear of all liens, charges, royalties and claims of others, and no taxes or rentals are due in respect thereof,; (c) at the time of any transfer to the Optionee the Optioned Interest will be free and clear of all liens, charges, royalties and claims of others, without taxes or rentals due or payable in respect thereof, save and except for the NSR herein contemplated; (d) to the best of its knowledge, after due inquiry, the mineral claims comprising the Property are contiguous and have been duly and validly located pursuant to the laws of the Manitoba and are in good standing in the office of the Mining Recorder on the date hereof to and including the anniversary of their recording date in 20302022; (e) there is no adverse claim or challenge against or to the ownership of or title to the Optioned Interest or the Property, nor to its knowledge, after due inquiry, is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase the Optioned Interest or the Property or any portion thereof; (f) to the best of its knowledge, after due inquiry, the Property and the activities and operations that have been carried out to date thereon have been in compliance, in all material respects, with all Applicable Laws and directives of all Governmental Authorities and it has not received notice of non-compliance from any such Government Authorities; (g) to the best of its knowledge, all the lands covered by the Property are free and clear of any Hazardous Substance and there is no judicial or administrative proceeding pending and no Environmental Order has been issued or, to the best of its knowledge, after due inquiry, threatened, concerning the possible violation of any Environmental Laws or Environmental Orders in respect of the Property; (h) to the best of its knowledge, after due inquiry, all environmental approvals required with respect to activities carried out by the Optionor on any part of the lands covered by the Property, have been obtained, are valid and in full force and effect, have been complied with and there have been and are no proceedings commenced or threatened to revoke or amend any such environmental approvals; (i) to the best of its knowledge, there are no outstanding obligations or liabilities, contingent or otherwise, related to environmental, reclamation or rehabilitation work associated with the Property or arising out of exploration work, development work or mining activities previously carried out thereon; (j) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, its Articles or constating documents or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which it is a party or by which it is bound or to which it may be subject; (k) there are no proceedings pending for, and it is not aware of any basis for the institution of any proceedings leading to, its dissolution or winding-up or the placing of it in bankruptcy or subject to any laws governing the affairs of insolvent persons; and (l) it has advised the Optionee of all material information relating to the Optioned Interest including, but not limited to, the title thereto of which it has knowledge. 2.02 2.2. The Optionor acknowledges that the representations and warranties set forth in paragraph 2.01 2.1 hereof form a part of this Agreement and are conditions upon which the Optionee has relied in entering into this Agreement, and that these representations and warranties shall survive the acquisition of the Optioned Interest or any consequent interest in the Property hereunder by the Optionee. 2.03 2.3. The parties also acknowledge and agree that the representations and warranties set forth in paragraph 2.01 2.1 hereof are provided for the exclusive benefit of the Optionee, and a breach of any one or more thereof may be waived by the Optionee in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. 2.01 2.1. The Optionor represents and warrants to the Optionee that: (a) it has been is duly incorporated under the laws of the registered in Province of Manitoba, validly exists as a corporation in good standing under the laws of the Province of Manitoba Ontario and is legally entitled to hold its interest in the Property and will remain so entitled until the Optioned Interest in the all mineral claims comprised therein, and all Property as set out herein has been duly transferred to the Optionee as contemplated hereinRights held by it; (b) it isis and, and at the time of any each transfer to the Optionee of any of the Optioned Interest an interest in the Property mineral claims comprising the Property, it will be, be the sole beneficial owner of a one hundred percent (100%) all of the Optioned Interestclaims comprising the Property, free and clear of all liens, charges, royalties charges and claims of others, others and no taxes or rentals are due in respect of any thereof,; (c) at the time of any transfer to the Optionee the Optioned Interest will be free and clear of all liens, charges, royalties and claims of others, without taxes or rentals due or payable in respect thereof, save and except for the NSR herein contemplated; (d) to the best of its knowledge, after due inquiry, the mineral claims comprising the Property are contiguous and have been duly and validly located and recorded pursuant to applicable laws in the laws Province of the Manitoba Ontario), and are in good standing in the office of the Mining Recorder on the date Effective Date hereof to and including until the anniversary of their recording date dates set opposite the respective names thereof in 2030Schedule “A”; (ed) there is no adverse claim or challenge against or to the ownership of or title to the Optioned Interest or the Property, nor to its knowledge, the knowledge of the Optionor after due inquiry, inquiry is any of the foregoing pending or threatened nor is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase the Optioned Interest or the Property or any portion thereof; (f) to the best of its knowledgethereof or any interest therein, after due inquiry, the Property and the activities and operations that have been carried out to date thereon have been no person has any royalty or other interest whatsoever in compliance, in all material respects, with all Applicable Laws and directives of all Governmental Authorities and it has not received notice of non-compliance production from any such Government Authorities; (g) to the best of its knowledge, all the lands covered by the Property are free and clear of any Hazardous Substance and there is no judicial or administrative proceeding pending and no Environmental Order has been issued or, to the best of its knowledge, after due inquiry, threatened, concerning the possible violation of any Environmental Laws or Environmental Orders in respect of the Property; (he) there is no outstanding directive or order or similar notice issued by any regulatory agency, including agencies responsible for environmental matters, affecting the Property or the Optionor nor to the best knowledge of its knowledge, the Optionor after due inquiryinquiry is there any basis therefor or any reason to believe that such an order, all environmental approvals required with respect to activities carried out by the Optionor on any part of the lands covered by the Property, have been obtained, are valid and in full force and effect, have been complied with and there have been and are no proceedings commenced directive or threatened to revoke or amend any such environmental approvalssimilar notice is pending; (if) to the best of its knowledge, there are no outstanding obligations or liabilities, contingent or otherwise, related to environmental, reclamation or rehabilitation all work associated with carried out on the Property by or arising out of exploration work, development under the Optionor’s direction has been done in full compliance with all applicable laws and regulations and it has no reason to believe that all prior work or mining activities previously carried out thereonon the Property by third parties has not been done in full compliance with all applicable laws and regulations; (jg) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, its Articles the Articles, Bylaws or other constating documents of the Optionor or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which it the Optionor is a party or by which it is bound or to which it may be subject; (kh) there are it has duly executed and delivered this Agreement and this Agreement constitutes a legal, valid and binding obligation of the Optionor, enforceable against it in accordance with the Agreement's terms; (i) no proceedings are pending for, and it the Optionor is not aware unaware of any basis for the institution of any proceedings leading to, its the dissolution or winding-up winding‐up of the Optionor or the placing of it the Optionor in bankruptcy or subject to any other laws governing the affairs of insolvent persons; and; (j) the Property is not the whole or substantially the whole of the undertaking of the Optionor; (k) it is not aware of any material fact (as defined in the British Columbia Securities Act) or circumstance which has not been disclosed to the Optionee in writing which should be disclosed in order to prevent the representations and warranties in this section from being false or misleading; (l) it has advised is a resident of Canada for the purposes of the Income Tax Act (Canada); and (m) it will deliver the Technical Report to the Optionee within 30 days of all material information relating to the Optioned Interest including, but not limited to, the title thereto of which it has knowledgeEffective Date. 2.02 2.2. The Optionor acknowledges that the representations and warranties set forth contained in paragraph 2.01 hereof form a part of this Agreement and are conditions upon which the Optionee has relied in entering into this Agreement, and that these representations and warranties shall survive the acquisition of the Optioned Interest or any consequent interest in the Property hereunder by the Optionee. 2.03 The parties also acknowledge and agree that the representations and warranties set forth in paragraph 2.01 hereof Section 2.1 are provided for the exclusive benefit of the Optionee, and a breach of any one or more thereof may be waived by the Optionee in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty; and the representations and warranties contained in Section 2.1 will survive the execution hereof.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. 2.01 2.1 The Optionor represents and warrants to the Optionee that: (a) it has been duly incorporated under the laws of the Province of Manitoba, validly exists as a corporation company in good standing under the laws of the Province of Manitoba and is legally entitled to hold its interest in the Property comprised therein, and will remain so entitled until the Optioned Interest in the all Property as set out herein has been duly transferred to the Optionee as contemplated hereinRights held by it; (b) it is, holds a 100% undivided legal and at the time of any transfer beneficial interest in and to the Optionee of any Property and is the recorded holder of the Optioned Interest in the Property it will be, the beneficial owner of a one hundred percent (100%) of the Optioned Interest, free and clear of all liens, charges, royalties and claims of others, and no taxes or rentals are due in respect thereof,Property; (c) at the time of any transfer to the Optionee the Optioned Interest will be free and clear of all liens, charges, royalties and claims of others, without taxes or rentals due or payable in respect thereof, save and except for the NSR herein contemplated; (d) to the best of its knowledge, after due inquiry, the mineral claims comprising the Property are contiguous and have been duly and validly located pursuant to the laws of the Manitoba and are in good standing in the office of the Mining Recorder on the date hereof to and including the anniversary of their recording date in 2030; (e) there is no adverse claim or challenge against or to the ownership of or title to the Optioned Interest or the Property, nor to its knowledge, the knowledge of the Optionor after due inquiry, inquiry is any of the foregoing pending or threatened nor is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase the Optioned Interest or the Property or any portion thereof; (f) to the best of its knowledgethereof or any interest therein, after due inquiry, the Property and the activities and operations that have been carried out to date thereon have been no person has any royalty or other interest whatsoever in compliance, in all material respects, with all Applicable Laws and directives of all Governmental Authorities and it has not received notice of non-compliance production from any such Government Authorities; (g) to the best of its knowledge, all the lands covered by the Property are free and clear of any Hazardous Substance and there is no judicial or administrative proceeding pending and no Environmental Order has been issued or, to the best of its knowledge, after due inquiry, threatened, concerning the possible violation of any Environmental Laws or Environmental Orders in respect of the Property; (hd) there is no outstanding directive or order or similar notice issued by any regulatory agency, including agencies responsible for environmental matters, affecting the Property or the Optionor nor to the best knowledge of its knowledge, the Optionor after due inquiryinquiry is there any basis therefor or any reason to believe that such an order, all environmental approvals required with respect to activities carried out by the Optionor on any part of the lands covered by the Property, have been obtained, are valid and in full force and effect, have been complied with and there have been and are no proceedings commenced directive or threatened to revoke or amend any such environmental approvalssimilar notice is pending; (ie) to the best of its knowledge, there are no outstanding obligations or liabilities, contingent or otherwise, related to environmental, reclamation or rehabilitation all work associated with carried out on the Property by or arising out of exploration work, development under the Optionor’s direction has been done in full compliance with all applicable laws and regulations and it has no reason to believe that all prior work or mining activities previously carried out thereonon the Property by third parties has not been done in full compliance with all applicable laws and regulations; (jf) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, its the Articles or the constating documents of the Optionor or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever whatsoever, to which it the Optionor is a party or by which it is bound or to which it may be subject; (kg) there are it has duly executed and delivered this Agreement and this Agreement constitutes a legal, valid and binding obligation of the Optionor, enforceable against it in accordance with the Agreement's terms; (h) no proceedings are pending for, and it the Optionor is not aware unaware of any basis for the institution of any proceedings leading to, its the dissolution or winding-up of the Optionor or the placing of it the Optionor in bankruptcy or subject to any other laws governing the affairs of insolvent persons; and; (li) it the Property is not the whole or substantially the whole of the undertaking of the Optionor; (j) the Optionor is not aware of any material fact (as defined in the British Columbia Securities Act) or circumstance which has advised not been disclosed to the Optionee of all material information relating in writing which should be disclosed in order to the Optioned Interest including, but not limited to, the title thereto of which it has knowledge. 2.02 The Optionor acknowledges that prevent the representations and warranties set forth in paragraph 2.01 hereof form a part of this Agreement and are conditions upon which the Optionee has relied in entering into this Agreement, and that these section from being false or misleading; and 2.2 The representations and warranties shall survive the acquisition of the Optioned Interest or any consequent interest contained in the Property hereunder by the Optionee. 2.03 The parties also acknowledge and agree that the representations and warranties set forth in paragraph 2.01 hereof Section 2.1 are provided for the exclusive benefit of the Optionee, and a breach of any one or more thereof may be waived by the Optionee in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty; and the representations and warranties contained in Section 2.1 will survive the execution hereof.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. 2.01 4.01 The Optionor hereby represents and warrants to the Optionee that: (a) it is not in breach or violation of or default under (and no event has occurred and is continuing which with the giving of notice or lapse of time or both would constitute an event of default under) the Underlying Agreement; (b) it is not aware of any adverse claim asserted or threatened as to the validity or rights of the Optionor in and to the Property, and except as set out in the Underlying Agreement, the Optionor is not aware of any liens, charges, encumbrances, or conflicting claims or rights of whatsoever nature or kind, recorded or unrecorded, against the Properties, and the Optionor is not aware of any factual basis for any such liens, charges, encumbrances, conflicting claims or rights against the Properties; (c) to the best of its knowledge, the Properties have been validly located and are now duly incorporated under recorded and in good standing in accordance with the laws of the Province of Manitoba, jurisdiction in which the mining claims are situated; (d) it has full corporate power and authority to enter into this agreement; (e) it is a company validly exists as a corporation existing and in good standing under the laws of the Province State of Manitoba Colorado and is legally entitled up to hold its interest in the Property and will remain so entitled until the Optioned Interest in the Property as set out herein has been duly transferred to the Optionee as contemplated herein; (b) it is, and at the time of any transfer to the Optionee of any of the Optioned Interest in the Property it will be, the beneficial owner of a one hundred percent (100%) of the Optioned Interest, free and clear of all liens, charges, royalties and claims of others, and no taxes or rentals are due in date with respect thereof, (c) at the time of any transfer to the Optionee the Optioned Interest will be free and clear of all liens, charges, royalties and claims of others, without taxes or rentals due or payable in respect thereof, save and except for the NSR herein contemplated; (d) to the best of its knowledge, after due inquiry, the mineral claims comprising the Property are contiguous and have been duly and validly located pursuant to the laws of the Manitoba and are in good standing in the office of the Mining Recorder on the date hereof to and including the anniversary of their recording date in 2030; (e) there is no adverse claim or challenge against or to the ownership of or title to the Optioned Interest or the Property, nor to its knowledge, after due inquiry, is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase filings with the Optioned Interest or the Property or any portion thereofapplicable governmental corporate agency; (f) the entering into 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 the best of its knowledge, after due inquiry, the Property and the activities and operations that have been carried out to date thereon have been in compliance, in all material respects, with all Applicable Laws and directives of all Governmental Authorities and which it has not received notice of non-compliance from any such Government Authoritiesis party or by which it is bound; (g) it has the exclusive right to enter into this agreement and all necessary authority to assign to the best of its knowledgeOptionee a 50% right, all the lands covered by title and interest in and to the Property are free in accordance with the terms and clear conditions of any Hazardous Substance this agreement, and there is no judicial or administrative proceeding pending the Optionee shall be treated as an Authorised Party for the purpose of carrying out the Initial Program and no Environmental Order has been issued or, to the best of its knowledge, after due inquiry, threatened, concerning the possible violation of any Environmental Laws or Environmental Orders in respect of the Propertyincurring Expenditures; (h) to reclamation and rehabilitation of those parts of the best of its knowledge, after due inquiry, all environmental approvals required with respect to activities carried out Properties which have been previously worked by the Optionor have been properly completed in compliance with all applicable laws and the Optionor hereby covenants and agrees to save the Optionee harmless from and against any loss, liability, claim, demand, damage, expense, injury or death arising out of or in connection with the operations or activities which were carried out on any part of the lands covered Properties by the Property, have been obtained, are valid and in full force and effect, have been complied with and there have been and are no proceedings commenced or threatened Optionor prior to revoke or amend any such environmental approvalsthe date of this agreement; (i) to the best of its knowledge, there are no outstanding obligations or liabilities, contingent or otherwise, related to environmentalknowledge and belief after having made reasonable enquiry, reclamation and rehabilitation of those parts of the Properties which have been previously worked by persons other than the Optionor have been properly completed in compliance with all applicable laws by such other persons, or rehabilitation work associated with if not so completed, the Property or arising out of exploration Optionor has used its best efforts to mitigate the damage to the environment resulting from such previous work, development work or mining activities previously carried out thereon; (j) it has duly obtained all corporate authorizations for without limiting the execution generality of this Agreement sub-paragraphs 4.01(h) and for (i), to the performance of this Agreement by it, and the consummation best of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions ofOptionor's knowledge, its Articles contractors (i) have operated the Properties and have at all times received, handled, used, stored, treated, shipped and disposed of all environmental or constating documents similar contaminants in strict compliance with all applicable environmental, health or any shareholders’ safety laws, regulations, orders or directors’ resolutionapprovals, indenture, agreement and (ii) have removed from and off the Properties all environmental or other instrument whatsoever to which it is a party or by which it is bound or to which it may be subjectsimilar contaminants; (k) to the best of the Optionor's knowledge there are no orders or directions relating to environmental or similar matters requiring any work, repairs, construction or capital expenditures with respect to the Properties and the conduct of the business related thereto, nor has the Optionor received any notice of such; (l) to the best of the Optionor's knowledge no hazardous or toxic materials, substances, pollutants, contaminants or wastes have been released by the Optionor's contractors into the environment, or deposited, discharged, placed or disposed of at, on or near the Properties as a result of the contractor's operations carried out on the Properties; (m) to the best of the Optionor's knowledge (i) no notices of any violation or apparent violation of any of the matters referred to in subparagraphs 4.01(i) through 6.01(l) relating to the Properties or its use have been received by the Optionor or PDC and (ii) there are no writs, injunctions, orders or judgements outstanding, no law suits, claims, proceedings or investigations pending foror threatened, and it relating to the use, maintenance or operation of the Properties, whether related to environmental or similar matters, or otherwise, nor, to the knowledge of the Optionor, is not aware of there any basis for the institution of any such law suits, claims, proceedings leading to, its dissolution or winding-up investigations being instituted or the placing of it in bankruptcy or subject to any laws governing the affairs of insolvent personsfiled; and (ln) it has advised the Optionee of all of the material information relating to the Optioned Interest including, but not limited to, mineral potential of the title thereto Properties of which it the Optionor has knowledge. 2.02 4.02 The Optionor acknowledges that the representations and warranties hereinbefore set forth in paragraph 2.01 hereof form a part of this Agreement and out are conditions upon which the Optionee has relied in on entering into this Agreement, agreement and that these representations and warranties shall survive the acquisition exercise of the Optioned Interest or any consequent interest in the Property hereunder by the Optionee. 2.03 The parties also acknowledge and agree that the representations and warranties set forth in paragraph 2.01 hereof are provided for the exclusive benefit of the OptioneeOption, and a the Optionor hereby forever indemnifies and saves the Optionee harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any one or more thereof may be waived by the Optionee in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warrantywarranty made by it and contained in this agreement.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. 2.01 2.1 The Optionor represents and warrants to the Optionee that: (a) it has been duly incorporated under is extraterritorially registered in the laws of the Province of Manitoba, validly exists as a corporation in good standing under the laws of the Province of Manitoba Northwest Territories and is legally entitled to hold its interest in the Property and will remain so entitled until the Optioned Interest in the all mineral claims comprised therein, and all Property as set out herein has been duly transferred to the Optionee as contemplated hereinRights held by it; (b) it isis and, and at the time of any each transfer to the Optionee of any of the Optioned Interest an interest in the Property mineral claims comprising the Property, it will be, be the sole beneficial owner of a one hundred percent (100%) all of the Optioned Interestclaims comprising the Property, free and clear of all liens, charges, royalties charges and claims of others, others and no taxes or rentals are due in respect of any thereof,; (c) at the time of any transfer pursuant to the Optionee terms of a June 14, 2016 property purchase agreement, Panarc sold one hundred percent (100%) of its interest in and to the Optioned Interest will be free and clear of all liens, charges, royalties and claims of others, without taxes or rentals due or payable in respect thereof, save and except for Property to the NSR herein contemplatedOptionor (the “Purchase Agreement”); (d) to the best of its knowledge, after due inquiry, the mineral claims comprising the Property are contiguous and have been duly and validly located and recorded pursuant to the laws of the Manitoba Northwest Territories Land Act (Mining Regulations), and are in good standing in the office of the Mining Recorder on the date Effective Date hereof to and including until the anniversary of their recording date dates set opposite the respective names thereof in 2030Schedule "A"; (e) Panarc is the recorded holder of the mineral claims comprising the Property and holds legal title to such claims as bare trustee for Silver Range; (f) there is no adverse claim or challenge against or to the ownership of or title to the Optioned Interest or the Property, nor to its knowledge, the knowledge of the Optionor after due inquiry, inquiry is any of the foregoing pending or threatened nor is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase the Optioned Interest or the Property or any portion thereof; (f) to the best of its knowledgethereof or any interest therein, after due inquiry, the Property and the activities and operations that have been carried out to date thereon have been no person has any royalty or other interest whatsoever in compliance, in all material respects, with all Applicable Laws and directives of all Governmental Authorities and it has not received notice of non-compliance production from any such Government Authorities; (g) to the best of its knowledge, all the lands covered by the Property are free and clear of any Hazardous Substance and there is no judicial or administrative proceeding pending and no Environmental Order has been issued or, to the best of its knowledge, after due inquiry, threatened, concerning the possible violation of any Environmental Laws or Environmental Orders in respect of the Property; (g) there is no outstanding directive or order or similar notice issued by any regulatory agency, including agencies responsible for environmental matters, affecting the Property or the Optionor nor to the knowledge of the Optionor after due inquiry is there any basis therefor or any reason to believe that such an order, directive or similar notice is pending; (h) to the best of its knowledge, after due inquiry, all environmental approvals required with respect to activities work carried out on the Property by or under the Optionor on any part of the lands covered by the Property, have Optionor’s direction has been obtained, are valid and done in full force compliance with all applicable laws and effect, have regulations and it has no reason to believe that all prior work carried out on the Property by third parties has not been complied done in full compliance with all applicable laws and there have been and are no proceedings commenced or threatened to revoke or amend any such environmental approvalsregulations; (i) to the best of its knowledge, there are no outstanding obligations or liabilities, contingent or otherwise, related to environmental, reclamation or rehabilitation work associated with the Property or arising out of exploration work, development work or mining activities previously carried out thereon; (j) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, its the Articles or the constating documents of the Optionor or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which it the Optionor is a party or by which it is bound or to which it may be subject; (j) it has duly executed and delivered this Agreement and this Agreement constitutes a legal, valid and binding obligation of the Optionor, enforceable against it in accordance with the Agreement's terms; (k) there are no proceedings are pending for, and it the Optionor is not aware unaware of any basis for the institution of any proceedings leading to, its the dissolution or winding-up of the Optionor or the placing of it the Optionor in bankruptcy or subject to any other laws governing the affairs of insolvent persons; (l) the Property is not the whole or substantially the whole of the undertaking of the Optionor; (m) it is not aware of any material fact (as defined in the British Columbia Securities Act) or circumstance which has not been disclosed to the Optionee in writing which should be disclosed in order to prevent the representations and warranties in this section from being false or misleading; and (ln) it has advised is a resident of Canada for the Optionee purposes of all material information relating to the Optioned Interest including, but not limited to, the title thereto of which it has knowledgeIncome Tax Act (Canada). 2.02 2.2 The Optionor acknowledges that the representations and warranties set forth contained in paragraph 2.01 hereof form a part of this Agreement and are conditions upon which the Optionee has relied in entering into this Agreement, and that these representations and warranties shall survive the acquisition of the Optioned Interest or any consequent interest in the Property hereunder by the Optionee. 2.03 The parties also acknowledge and agree that the representations and warranties set forth in paragraph 2.01 hereof Section 2.1 are provided for the exclusive benefit of the Optionee, and a breach of any one or more thereof may be waived by the Optionee in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty; and the representations and warranties contained in Section 2.1 will survive the execution hereof.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. 2.01 The Optionor represents and warrants to the Optionee that: (a) it has the Mineral Claims have been duly incorporated under and validly located and recorded in accordance with the applicable laws of the Province of Manitoba, validly exists Yukon Territory and are valid and subsisting Mineral Claims as a corporation in good standing under the laws of the Province date of Manitoba execution and is legally entitled to hold its interest in the Property and will remain so entitled until the Optioned Interest in the Property as set out herein has been duly transferred to the Optionee as contemplated hereindelivery of this Agreement; (b) it is, and at the time of any transfer to the Optionee of any of the Optioned Interest Mineral Claims are in the Property it will be, the beneficial owner of a one hundred percent (100%) of the Optioned Interestgood standing, free and clear of all liens, charges, royalties charges and claims of others, and no taxes or rentals are due in respect thereof,encumbrances; (c) at the time Optionor has the exclusive right and authority to enter into this Agreement and to dispose of any transfer its interest in and to the Optionee Mineral Claims in accordance with the Optioned Interest will be free and clear of all liens, charges, royalties and claims of others, without taxes or rentals due or payable in respect thereof, save and except for the NSR herein contemplatedterms hereof; (d) to the best of its knowledge, after due inquiry, the mineral claims comprising the Property are contiguous and have been duly and validly located pursuant to the laws of the Manitoba and are in good standing in the office of the Mining Recorder on the date hereof to and including the anniversary of their recording date in 2030; (e) there is no adverse claim or challenge against or to the ownership of or title to the Optioned Interest Mineral Claims, or the Propertyany portion thereof, nor to its knowledge, after due inquiry, is there any basis therefortherefore, and there are no outstanding agreements or options to acquire or purchase the Optioned Interest Mineral Claims or any portion thereof or interest therein and no person has any royalty or interest whatsoever in production or profits from the Property Mineral Claims or any portion thereof; (e) this Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Optionor enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally; (f) the execution and delivery of this Agreement by the Optionor does not violate the provisions of any law, order, rule or regulation applicable to the best Optionor or constitute a breach of its knowledgeany agreement to which the Optionor is bound or affected and will not give any person the right to: (i) trigger or accelerate the maturity or performance of any contract, after due inquiryor provision in any contract, to which the Property and Optionor is a party or trigger the activities and operations that have been carried out payment of any monies by the Optionor which would not otherwise be payable; or (ii) cancel, terminate or modify any contract to date thereon have been in compliance, in all material respects, with all Applicable Laws and directives of all Governmental Authorities and it has not received notice of non-compliance from any such Government Authorities;which the Optionor is a party; and (g) to neither execution and delivery of this Agreement nor the best of its knowledge, all the lands covered by the Property are free and clear of any Hazardous Substance and there is no judicial or administrative proceeding pending and no Environmental Order has been issued or, to the best of its knowledge, after due inquiry, threatened, concerning the possible violation of any Environmental Laws or Environmental Orders in respect performance of the Property; (h) to the best of its knowledge, after due inquiry, all environmental approvals required with respect to activities carried out terms hereof by the Optionor on requires any part of the lands covered by the Property, have been obtained, are valid and in full force and effect, have been complied with and there have been and are no proceedings commenced consent or threatened to revoke or amend approval from any such environmental approvals; (i) to the best of its knowledge, there are no outstanding obligations or liabilities, contingent or otherwise, related to environmental, reclamation or rehabilitation work associated with the Property or arising out of exploration work, development work or mining activities previously carried out thereon; (j) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, its Articles or constating documents or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which it is a party or by which it is bound or to which it may be subject; (k) there are no proceedings pending for, and it is not aware of any basis for the institution of any proceedings leading to, its dissolution or winding-up or the placing of it in bankruptcy or subject to any laws governing the affairs of insolvent persons; and (l) it has advised the Optionee of all material information relating to the Optioned Interest including, but not limited to, the title thereto of which it has knowledge. 2.02 third party. The Optionor acknowledges that the representations and warranties set forth contained in paragraph 2.01 hereof form a part of this Agreement and are conditions upon which the Optionee has relied in entering into this Agreement, and that these representations and warranties shall survive the acquisition of the Optioned Interest or any consequent interest in the Property hereunder by the Optionee. 2.03 The parties also acknowledge and agree that the representations and warranties set forth in paragraph 2.01 hereof Section 11 are provided for the exclusive benefit of the Optionee, and a breach of any one or more thereof may be waived by the Optionee in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty; and the representations and warranties contained in this Section 11 shall survive the execution of this Agreement.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. 2.01 4.1 The Optionor Vendor represents and warrants to and covenants with the Optionee Purchaser, with the knowledge that the Purchaser is relying upon same in entering into this Agreement, that: (a) it has been duly incorporated under the laws of the Province of Manitoba, validly exists as a corporation in good standing under the laws of the Province of Manitoba and is legally entitled to hold its interest in the Property and will remain so entitled until the Optioned Interest in the Property as set out herein has been duly transferred to the Optionee as contemplated herein; (b) it is, and at the time of any transfer to the Optionee of any of the Optioned Interest in the Property it will be, the beneficial owner of a one hundred percent (100%) of the Optioned Interest, free and clear of all liens, charges, royalties and claims of others, and no taxes or rentals are due in respect thereof, (c) at the time of any transfer to the Optionee the Optioned Interest will be free and clear of all liens, charges, royalties and claims of others, without taxes or rentals due or payable in respect thereof, save and except for the NSR herein contemplated; (d) to the best of its knowledge, after due inquiry, the mineral claims comprising the Property are contiguous and have been duly and validly located pursuant to the laws of the Manitoba and are in good standing in the office of the Mining Recorder on the date hereof to and including the anniversary of their recording date in 2030; (e) there is no adverse claim or challenge against or to the ownership of or title to the Optioned Interest or the Property, nor to its knowledge, after due inquiry, is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase the Optioned Interest or the Property or any portion thereof; (f) to the best of its knowledge, after due inquiry, the Property and the activities and operations that have been carried out to date thereon have been in compliance, in all material respects, with all Applicable Laws and directives of all Governmental Authorities and it has not received notice of non-compliance from any such Government Authorities; (g) to the best of its knowledge, all the lands covered by the Property are free and clear of any Hazardous Substance and there is no judicial or administrative proceeding pending and no Environmental Order has been issued or, to the best of its knowledge, after due inquiry, threatened, concerning the possible violation of any Environmental Laws or Environmental Orders in respect of the Property; (h) to the best of its knowledge, after due inquiry, all environmental approvals required with respect to activities carried out by the Optionor on any part of the lands covered by the Property, have been obtained, are valid and in full force and effect, have been complied with and there have been and are no proceedings commenced or threatened to revoke or amend any such environmental approvals; (i) to the best of its knowledge, there are no outstanding obligations or liabilities, contingent or otherwise, related to environmental, reclamation or rehabilitation work associated with the Property or arising out of exploration work, development work or mining activities previously carried out thereon; (j) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and 4.1.1 the consummation of the transaction transactions herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, its Articles or constating documents or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which it the Vendor is a party or by which it he is bound or to which it he or the Copper Hills #1 Property may be subject; (k) 4.1.2 the Trustee is the recorded holder of all of the Claims comprising the Copper Hills #1 Property; 4.1.3 The Vendor is the beneficial owner of all of the Claims comprising the Copper Hills #1 Property free and clear of all Encumbrances and no taxes or rentals are or will be due in respect of any Claims; 4.1.4 the Claims comprising the Copper Hills #1 Property have been duly and validly located and recorded pursuant to the laws of the jurisdiction in which the Copper Hills #1 Property is situate and are in good standing with respect to all filings, fees, taxes, assessments, work commitments or other conditions on the date hereof and are accurately described in Schedule “A”; 4.1.5 there are not any adverse claims or challenges against or to the ownership of or title to any of the Claims comprising the Copper Hills #1 Property, nor to the knowledge of the Vendor is there any basis therefor, and there are no proceedings pending foroutstanding agreements or options to acquire or purchase the Copper Hills #1 Property or any portion thereof, and it is not aware no Person has any royalty or other interest whatsoever in production from any of any basis for the institution of any proceedings leading to, its dissolution or winding-up or Claims comprising the placing of it in bankruptcy or subject to any laws governing the affairs of insolvent personsCopper Hills #1 Property; and (l) it has advised the Optionee of all material information relating to the Optioned Interest including, but not limited to, the title thereto of which it has knowledge. 2.02 4.2 The Optionor acknowledges that the representations and warranties set forth contained in paragraph 2.01 hereof form a part of this Agreement and are conditions upon which the Optionee has relied in entering into this Agreement, and that these representations and warranties shall survive the acquisition of the Optioned Interest or any consequent interest in the Property hereunder by the Optionee. 2.03 The parties also acknowledge and agree that the representations and warranties set forth in paragraph 2.01 hereof section are provided for the exclusive benefit of the OptioneePurchaser, and a breach of any one or more thereof may be waived by the Optionee Purchaser in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and the representations and warranties contained in this section shall survive the execution of this Agreement and of any transfers, assignments, deeds or further documents respecting the Copper Hills #1 Property.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. 2.01 The Optionor represents and warrants to the Optionee that: (a) it has the Mineral Claims have been duly incorporated under and validly located and recorded in accordance with the applicable laws of the Province of Manitoba, validly exists Yukon Territory and are valid and subsisting Mineral Claims as a corporation in good standing under the laws of the Province date of Manitoba execution and is legally entitled to hold its interest in the Property and will remain so entitled until the Optioned Interest in the Property as set out herein has been duly transferred to the Optionee as contemplated hereindelivery of this Agreement; (b) it is, and at the time of any transfer to the Optionee of any of the Optioned Interest Mineral Claims are in the Property it will be, the beneficial owner of a one hundred percent (100%) of the Optioned Interestgood standing, free and clear of all liens, charges, royalties charges and claims of others, and no taxes or rentals are due in respect thereof,encumbrances; (c) at the time Optionor has the exclusive right and authority to enter into this Agreement and to dispose of any transfer its interest in and to the Optionee Mineral Claims in accordance with the Optioned Interest will be free and clear of all liens, charges, royalties and claims of others, without taxes or rentals due or payable in respect thereof, save and except for the NSR herein contemplatedterms hereof; (d) to the best of its knowledge, after due inquiry, the mineral claims comprising the Property are contiguous and have been duly and validly located pursuant to the laws of the Manitoba and are in good standing in the office of the Mining Recorder on the date hereof to and including the anniversary of their recording date in 2030; (e) there is no adverse claim or challenge against or to the ownership of or title to the Optioned Interest Mineral Claims, or the Propertyany portion thereof, nor to its knowledge, after due inquiry, is there any basis therefortherefore, and there are no outstanding agreements or options to acquire or purchase the Optioned Interest Mineral Claims or any portion thereof or interest therein and no person has any royalty or interest whatsoever in production or profits from the Property Mineral Claims or any portion thereof; (e) this Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Optionor enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally; (f) the execution and delivery of this Agreement by the Optionor does not violate the provisions of any law, order, rule or regulation applicable to the best Optionor or constitute a breach of its knowledgeany agreement to which the Optionor is bound or affected and will not give any person the right to: (i) trigger or accelerate the maturity or performance of any contract, after due inquiryor provision in any contract, to which the Property and Optionor is a party or trigger the activities and operations that have been carried out payment of any monies by the Optionor which would not otherwise be payable; or (ii) cancel, terminate or modify any contract to date thereon have been in compliance, in all material respects, with all Applicable Laws and directives of all Governmental Authorities and it has not received notice of non-compliance from any such Government Authorities;which the Optionor is a party; and (g) to neither execution and delivery of this Agreement nor the best of its knowledge, all the lands covered by the Property are free and clear of any Hazardous Substance and there is no judicial or administrative proceeding pending and no Environmental Order has been issued or, to the best of its knowledge, after due inquiry, threatened, concerning the possible violation of any Environmental Laws or Environmental Orders in respect performance of the Property; (h) to the best of its knowledge, after due inquiry, all environmental approvals required with respect to activities carried out terms hereof by the Optionor on requires any part of the lands covered by the Property, have been obtained, are valid and in full force and effect, have been complied with and there have been and are no proceedings commenced consent or threatened to revoke or amend approval from any such environmental approvals; (i) to the best of its knowledge, there are no outstanding obligations or liabilities, contingent or otherwise, related to environmental, reclamation or rehabilitation work associated with the Property or arising out of exploration work, development work or mining activities previously carried out thereon; (j) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, its Articles or constating documents or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which it is a party or by which it is bound or to which it may be subject; (k) there are no proceedings pending for, and it is not aware of any basis for the institution of any proceedings leading to, its dissolution or winding-up or the placing of it in bankruptcy or subject to any laws governing the affairs of insolvent persons; and (l) it has advised the Optionee of all material information relating to the Optioned Interest including, but not limited to, the title thereto of which it has knowledge. 2.02 third party. The Optionor acknowledges that the representations and warranties set forth contained in paragraph 2.01 hereof form a part of this Agreement and are conditions upon which the Optionee has relied in entering into this Agreement, and that these representations and warranties shall survive the acquisition of the Optioned Interest or any consequent interest in the Property hereunder by the Optionee. 2.03 The parties also acknowledge and agree that the representations and warranties set forth in paragraph 2.01 hereof Section 10 are provided for the exclusive benefit of the Optionee, and a breach of any one or more thereof may be waived by the Optionee in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty; and the representations and warranties contained in this Section 10 shall survive the execution of this Agreement.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. 2.01 6.01 The Optionor hereby represents and warrants to the Optionee Fronteer that: (a) it has is the recorded owner, with the option to acquire a 100% beneficial interest in the Property, subject to the Royalty; (b) the mineral claims comprising the Property have been validly located and are now duly incorporated under recorded and in good standing in accordance with the laws of the Province of Manitobajurisdiction in which the mineral claims are situated; (c) it has full corporate power and authority to enter into this agreement, subject to TSX Venture Exchange acceptance for filing; (d) it is a company validly exists as a corporation existing and in good goo standing under the laws of the Province province of Manitoba Alberta and is legally entitled up to hold date with respect to its filings with the applicable governmental corporate agency; (e) the entering into 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; (f) subject to the terms and conditions of the Underlying Agreements, it has the exclusive right to enter into this agreement and all necessary authority to assign to Fronteer a 75% right, title and interest in and to the Property in accordance with the terms and conditions of this agreement; (g) subject to the terms and conditions of the Underlying Agreements, including the Royalty as defined therein, it has the exclusive right to receive 100% of the proceeds from the sale of minerals, metals, ores or concentrates removed from the Property and will remain so no person, firm or corporation is entitled until the Optioned Interest to any royalty or other payment in the nature of rent or royalty on such materials removed from the Property as set out herein has been duly transferred or is entitled to the Optionee as contemplated hereintake such materials in kind; (bh) it is, and at the time of any transfer subject to the Optionee of any terms and conditions of the Optioned Interest in Underlying Agreements, the Property it will be, the beneficial owner of a one hundred percent (100%) of the Optioned Interest, is free and clear of all liens, charges, royalties charges and claims of others, and no taxes or rentals are due in respect thereof, (c) at the time of any transfer to the Optionee the Optioned Interest will be free and clear of all liens, charges, royalties and claims of others, without taxes or rentals due or payable in respect thereof, save and except for the NSR herein contemplatedencumbrances; (di) reclamation and rehabilitation of those parts of the Property which have been previously worked by the Optionor, if any, have been properly completed in compliance with all applicable laws and the Optionor hereby covenants and agrees to save Fronteer harmless from and against any loss, liability, claim, demand, damage, expense, injury or death arising out of or in connection with the operations or activities which were carried out on the Property by the Optionor prior to the date of this agreement; (j) to the best of its knowledgeknowledge and belief after having made reasonable enquiry, after due inquiryreclamation and rehabilitation of those parts of the Property which have been previously worked by persons other than the Optionor, if any, have been properly completed in compliance with all applicable laws by such other persons, or if not so completed, the mineral claims comprising Optionor has used its best efforts to mitigate the Property are contiguous and have been duly and validly located pursuant damage to the laws of the Manitoba and are in good standing in the office of the Mining Recorder on the date hereof to and including the anniversary of their recording date in 2030environment resulting from such previous work; (ek) without limiting the generality of subparagraphs 6.01(i) and (j), to the best of the Optionor's knowledge, its contractors, if any, (i) have operated the Property and have at all times received, handled, used, stored, treated, shipped and disposed of all environmental or similar contaminants in strict compliance with all applicable environmental, health or safety laws, regulations, orders or approvals, and (ii) have removed from and off the Property all environmental or similar contaminants; (l) to the best of the Optionor's knowledge there are no orders or directions relating to environmental or similar matters requiring any work, repairs, construction or capital expenditures with respect to the Property and the conduct of the business related thereto, nor has the Optionor received any notice of such; (m) to the best of the Optionor's knowledge no hazardous or toxic materials, substances, pollutants, contaminants or wastes have been released by the Optionor's contractors into the environment, or deposited, discharged, placed or disposed of at, on or near the Property as a result of the contractor's operations carried out on the Property; (n) to the best of the Optionor's knowledge (i) no notices of any violation or apparent violation of any of the matters referred to in subparagraphs 6.01(j) through 6.01(m) relating to the Property or its use have been received by the Optionor and (ii) there is are no adverse claim writs, injunctions, orders or challenge against judgments outstanding, no law suits, claims, proceedings or investigations pending or threatened, relating to the ownership use, maintenance or operation of or title to the Optioned Interest or the Property, nor whether related to its knowledgeenvironmental or similar matters, after due inquiryor otherwise, nor, to the knowledge of the Optionor, is there any basis thereforfor such law suits, and there are no outstanding agreements claims, proceedings or options to acquire investigations being instituted or purchase the Optioned Interest or the Property or any portion thereof; (f) to the best of its knowledge, after due inquiry, the Property and the activities and operations that have been carried out to date thereon have been in compliance, in all material respects, with all Applicable Laws and directives of all Governmental Authorities and it has not received notice of non-compliance from any such Government Authorities; (g) to the best of its knowledge, all the lands covered by the Property are free and clear of any Hazardous Substance and there is no judicial or administrative proceeding pending and no Environmental Order has been issued or, to the best of its knowledge, after due inquiry, threatened, concerning the possible violation of any Environmental Laws or Environmental Orders in respect of the Property; (h) to the best of its knowledge, after due inquiry, all environmental approvals required with respect to activities carried out by the Optionor on any part of the lands covered by the Property, have been obtained, are valid and in full force and effect, have been complied with and there have been and are no proceedings commenced or threatened to revoke or amend any such environmental approvals; (i) to the best of its knowledge, there are no outstanding obligations or liabilities, contingent or otherwise, related to environmental, reclamation or rehabilitation work associated with the Property or arising out of exploration work, development work or mining activities previously carried out thereon; (j) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, its Articles or constating documents or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which it is a party or by which it is bound or to which it may be subject; (k) there are no proceedings pending for, and it is not aware of any basis for the institution of any proceedings leading to, its dissolution or winding-up or the placing of it in bankruptcy or subject to any laws governing the affairs of insolvent personsfiled; and (lo) it has advised the Optionee Fronteer of all of the material information relating to the Optioned Interest including, but not limited to, mineral potential of the title thereto Property of which it the Optionor has knowledge. 2.02 6.02 The Optionor acknowledges that the representations and warranties hereinbefore set forth in paragraph 2.01 hereof form a part of this Agreement and out are conditions upon which the Optionee Fronteer has relied in on entering into this Agreement, agreement and that these representations and warranties shall survive the acquisition exercise of the Optioned Interest or any consequent interest in the Property hereunder by the Optionee. 2.03 The parties also acknowledge and agree that the representations and warranties set forth in paragraph 2.01 hereof are provided for the exclusive benefit of the OptioneeOption, and a the Optionor hereby forever indemnifies and saves Fronteer harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any one or more thereof may be waived by the Optionee in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warrantywarranty made by it and contained in this agreement.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. 2.01 8.01 The Optionor hereby represents and warrants to the Optionee Geneva Gold that: (a) it the Optionor, or a wholly-owned subsidiary thereof, has been duly incorporated under the laws of the Province of Manitoba, validly exists as exclusive right to acquire a corporation in good standing under the laws of the Province of Manitoba and is legally entitled to hold its 95% beneficial interest in and to the Property and will remain so entitled until the Optioned Interest in the Property as set out herein has been duly transferred pursuant to the Optionee as contemplated hereinUnderlying Agreement; (b) it is, and at the time of any transfer to the Optionee of any of the Optioned Interest in the Property it will be, the beneficial owner of a one hundred percent (100%) of the Optioned Interest, free and clear of all liens, charges, royalties and claims of others, and no taxes or rentals are due in respect thereof, (c) at the time of any transfer to the Optionee the Optioned Interest will be free and clear of all liens, charges, royalties and claims of others, without taxes or rentals due or payable in respect thereof, save and except for the NSR herein contemplated; (d) to the best of its knowledge, after due inquiry, the mineral claims exploration concessions comprising the Property are contiguous and have been validly acquired and are now duly recorded and validly located pursuant to in good standing in accordance with the laws of the Manitoba Republic of Peru; (c) it has full corporate power and are authority to enter into this agreement; (d) the Underlying Agreement is in good standing standing, and no party is in the office of the Mining Recorder on the date hereof to and including the anniversary of their recording date in 2030default thereunder; (e) there is no adverse claim or challenge against or to the ownership of or title to the Optioned Interest or the Property, nor to its knowledge, after due inquiry, is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase the Optioned Interest or the Property or any portion thereof; (f) to the best of its knowledge, after due inquiry, the Property and the activities and operations that have been carried out to date thereon have been in compliance, in all material respects, with all Applicable Laws and directives of all Governmental Authorities and it has not received notice of non-compliance from any such Government Authorities; (g) to the best of its knowledge, all the lands covered by the Property are free and clear of any Hazardous Substance and there is no judicial or administrative proceeding pending and no Environmental Order has been issued or, to the best of its knowledge, after due inquiry, threatened, concerning the possible violation of any Environmental Laws or Environmental Orders in respect of the Property; (h) to the best of its knowledge, after due inquiry, all environmental approvals required with respect to activities carried out by the Optionor on any part of the lands covered by the Property, have been obtained, are valid and in full force and effect, have been complied with and there have been and are no proceedings commenced or threatened to revoke or amend any such environmental approvals; (i) to the best of its knowledge, there are no outstanding obligations or liabilities, contingent or otherwise, related to environmental, reclamation or rehabilitation work associated with the Property or arising out of exploration work, development work or mining activities previously carried out thereon; (j) it has duly obtained all corporate authorizations for the execution entering into of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will agreement does not conflict with any applicable laws or result in any breach of any covenants or agreements contained inwith its charter documents, or constitute a default undernor does it conflict with, or result in the creation of any encumbrance under the provisions a breach of, its Articles or constating documents or accelerate the performance required by any shareholders’ or directors’ resolution, indenture, agreement contract or other instrument whatsoever commitment to which it is a party or by which it is bound or to which it may be subjectbound; (kf) there are the Optionor has the exclusive right to enter into this agreement and all necessary authority to assign to Geneva Gold a 66% right, title and interest in and to the Property in accordance with the terms and conditions of this agreement; (g) the Optionor has the exclusive right to receive 95% of the proceeds from the sale of minerals, metals, ores or concentrates removed from the Property and no proceedings pending forperson, and it firm or corporation, other than the Government of the Republic of Peru, is not aware of any basis for the institution of any proceedings leading to, its dissolution or winding-up or the placing of it in bankruptcy or subject entitled to any laws governing royalty or other payment in the affairs nature of insolvent personsrent or royalty on such materials removed from the Property or is entitled to take such materials in kind, other than the original vendor of the Property who is entitled pursuant to the Underlying Agreement to receive 5% of cash flow after the repayment of all preproduction costs; (h) the Property is free and clear of all liens, charges and encumbrances, other than those imposed by the Government of the Republic of Peru as part of the granting of the concessions comprising the Property and those arising from the Underlying Agreement; and (li) it has advised the Optionee of all material information relating to the Optioned Interest includingbest of the Optionor's knowledge, but not limited toinformation and belief, there are no actual, alleged or potential adverse claims, challenges, suits, actions, prosecutions, investigations or proceedings against or to the ownership of or title thereto to the Property or any portion thereof, nor to the best of which it has knowledgethe Optionor's knowledge is there any basis therefor. 2.02 8.02 The Optionor acknowledges that the representations and warranties hereinbefore set forth in paragraph 2.01 hereof form a part of this Agreement and out are conditions upon which the Optionee Geneva Gold has relied in entering into this Agreement, agreement and that these representations and warranties shall survive the acquisition exercise of the Optioned Interest or any consequent interest in the Property hereunder by the Optionee. 2.03 The parties also acknowledge and agree that the representations and warranties set forth in paragraph 2.01 hereof are provided for the exclusive benefit of the OptioneeOption, and a the Optionor hereby forever indemnifies and saves Geneva Gold harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any one or more thereof may be waived by the Optionee in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warrantywarranty made by it and contained in this agreement.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. 2.01 ‌‌ 2.1 The Optionor represents and warrants to the Optionee that: (a) it has been the Optionor is a company duly incorporated under the laws of the Province of Manitoba, organized validly exists as a corporation existing and in good standing under the laws of the Province of Manitoba British Columbia; (b) the Optionor has full power and authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement; (c) the Optionor is the owner of a 100% undivided legal and beneficial interest in the Property; (d) neither the execution of this Agreement nor the consummation of the transactions contemplated hereby conflict with, result in a breach of, or accelerate the performance required by any agreement to which the Optionor is a party; (e) no consent or approval is required to permit the execution and delivery of this Agreement by the Optionor or the performance of its obligations hereunder; (f) other than the NSR Royalty, the Optionor is the sole legal and beneficial owner of the Property, free and clear of all liens, charges and encumbrances, and no other person, other than the Optionee, has any right or interest to acquire any interest in the Property; (g) the mineral claims comprising the Property are valid, have been properly located and recorded, are in compliance with all applicable laws and are currently in good standing with all applicable governmental entities in the Province of British Columbia; (h) the Optionor is legally entitled to hold its interest in the Property and will remain so entitled until all interests of the Optioned Interest Optionor in the Property as set out herein has have been duly transferred to the Optionee as contemplated hereinhereby; (bi) it isthe Optionor has not received any notice, and at the time whether written or oral, from any governmental entity or any person with jurisdiction or applicable authority of any transfer revocation or intention to revoke the Optionee of any of the Optioned Interest Optionor’s interest in the Property it will be, the beneficial owner of a one hundred percent (100%) of the Optioned Interest, free and clear of all liens, charges, royalties and claims of others, and no taxes or rentals are due in respect thereof, (c) at the time of any transfer to the Optionee the Optioned Interest will be free and clear of all liens, charges, royalties and claims of others, without taxes or rentals due or payable in respect thereof, save and except for the NSR herein contemplatedProperty; (d) to the best of its knowledge, after due inquiry, the mineral claims comprising the Property are contiguous and have been duly and validly located pursuant to the laws of the Manitoba and are in good standing in the office of the Mining Recorder on the date hereof to and including the anniversary of their recording date in 2030; (ej) there is no adverse claim or challenge against or to the ownership of or title to the Optioned Interest or the Property, nor to its knowledgethe knowledge of the Optionor, after making due inquiry, is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase the Optioned Interest or the Property or any portion thereof; (f) to the best of its knowledge, after due inquiry, the Property and the activities and operations that have been carried out to date thereon have been in compliance, in all material respects, with all Applicable Laws and directives of all Governmental Authorities and it has not received notice of non-compliance from any such Government Authorities; (g) to the best of its knowledge, all the lands covered by the Property are free and clear of any Hazardous Substance and there is no judicial or administrative proceeding pending and no Environmental Order person other than the Optionor has been issued or, to the best of its knowledge, after due inquiry, threatened, concerning the possible violation of any Environmental Laws royalty or Environmental Orders other interest whatsoever in respect of production from the Property; (h) to the best of its knowledge, after due inquiry, all environmental approvals required with respect to activities carried out by the Optionor on any part of the lands covered by the Property, have been obtained, are valid and in full force and effect, have been complied with and there have been and are no proceedings commenced or threatened to revoke or amend any such environmental approvals; (i) to the best of its knowledge, there are no outstanding obligations or liabilities, contingent or otherwise, related to environmental, reclamation or rehabilitation work associated with the Property or arising out of exploration work, development work or mining activities previously carried out thereon; (j) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, its Articles or constating documents or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which it is a party or by which it is bound or to which it may be subject; (k) there are is no outstanding directive or order or similar notice issued by any regulatory agency, including agencies responsible for environmental matters, affecting the Property or the Optionor nor is there any reason to believe that such an order, directive or similar notice is pending; (l) all work carried out on the Property by the Optionor has been done in full compliance with all applicable laws and regulations; and (m) no proceedings are pending for, and it the Optionor is not aware unaware of any basis for the institution of any proceedings leading to, its dissolution or winding-up or to the placing of it the Optionor in bankruptcy or subject to any other laws governing the affairs of insolvent persons; and (l) it has advised the Optionee of all material information relating to the Optioned Interest including, but not limited to, the title thereto of which it has knowledge. 2.02 2.2 The Optionor acknowledges that the representations and warranties set forth contained in paragraph 2.01 hereof form a part of this Agreement and are conditions upon which the Optionee has relied in entering into this Agreement, and that these representations and warranties shall survive the acquisition of the Optioned Interest or any consequent interest in the Property hereunder by the Optionee. 2.03 The parties also acknowledge and agree that the representations and warranties set forth in paragraph 2.01 hereof Section 2.0 are provided for the exclusive benefit of the OptioneeOptionee and its successors and assigns, and a breach of any one or more thereof may be waived by the Optionee or its successors and assigns in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty; and the representations and warranties contained in Section 2.0 will survive the execution hereof.