0001213900-14-007694 Sample Contracts

AMENDED AND RESTATED OPTION AGREEMENT (Swordfish Property, Winnemucca, Nevada)

Option Agreement • November 3rd, 2014 • Northern Minerals & Exploration Ltd. • Gold and silver ores • British Columbia

• Contract Type
  Option Agreement
• Filed
  November 3rd, 2014
• Company
  Northern Minerals & Exploration Ltd.
• Industry
  Gold and silver ores
• Jurisdiction
  British Columbia

AHL HOLDINGS LTD., a corporation duly incorporated pursuant to the laws of Nevada and having an office at 14309 Magdalen Avenue, White Rock, British Columbia V4B 2X1 (the “Optionor USA”)

Contract

Private Placement Subscription Agreement • November 3rd, 2014 • Northern Minerals & Exploration Ltd. • Gold and silver ores • Nevada

• Contract Type
  Private Placement Subscription Agreement
• Filed
  November 3rd, 2014
• Company
  Northern Minerals & Exploration Ltd.
• Industry
  Gold and silver ores
• Jurisdiction
  Nevada

NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.