AMENDMENT No. 1 TO ASSET PURCHASE AGREEMENT

AMENDMENT No. 1 TO ASSET PURCHASE AGREEMENT

THIS AGREEMENT is dated to be effective as of December 20, 2016.

BETWEEN

Gold Exploration Management Inc. ("GEM"), a company organized and existing under the laws of the State of Nevada, with its registered office located at 0000 Xxxxxxxxxxxx, Xxxx Xxxxxx, 00000

AND

Horizon Minerals Corp. ("Horizon"), a company organized and existing under the laws of the State of Delaware, with its registered office located at 0000 Xxxx Xxxxxx Xxxxxx, Xxxxx 000-000, Xxx Xxxxx, XX  00000.

WHEREAS:

A.

Horizon and GEM are parties to that Asset Purchase Agreement dated for reference October 4, 2016; and

B.

Horizon and GEM wish to amend the Asset Purchase Agreement  as set forth herein,

NOW THEREFORE THIS AGREMENT WITNESSES THAT for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto mutually covenant and agree as follows:

1.

Unless otherwise defined in this Agreement, capitalized terms used herein and in the recitals hereto shall have the meaning set forth in the Asset Purchase Agreement;

2.

With effect from and including the date as first written above;

3.

The parties agree that the Asset Purchase Agreement shall be, and hereby is, amended as follows:

a)

Section 1.4 of the Asset Purchase Agreement shall be deleted in its entirety and replace with the following:

1.4

Change of Ownership:  The rights, title, and interest to the Mineral Assets shall be held in irrevocable trust by GEM for the sole benefit of Horizon until such date that the ownership of each claim can be officially transferred and registered with the appropriate federal, state, and county governmental agencies in accordance with the procedures set out for each type of claim. The sale and purchase of the Mineral Assets shall be conditional upon the change of ownership, failing which this Agreement shall become null and void. In such a case, no party shall be entitled to any compensation other than the return of the Purchase Shares.

b)

Schedule A referred to in the Asset Purchase Agreement shall deleted and replaced with the Amended Schedule A as included with this Agreement.

4.

Except as modified by this Agreement, the Asset Purchase Agreement remains in full force and effect in accordance with its terms, and is hereby ratified and confirmed in all respect by Horizon and GEM.

5.

This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterpart have been signed by each party hereto and delivered to the other party.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be dully executed and delivered as of 20^th day of December, 2016.

Gold Exploration Management Inc.		Horizon Minerals Corp.
/s/ Xxxxx X. Bending		/s/ Xxxxxx Xxxxx
Xxxxx X. Bending, President		Xxxxxx Xxxxx, President

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AMENDED SCHEDULE A

MINERAL ASSETS

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