0001354488-14-003005 Sample Contracts

GENERAL SECURITY AGREEMENT
Security Agreement • May 28th, 2014 • Placer Del Mar, Ltd. • Metal mining

BC NORTHERN LIGHTS ENTERPRISES LTD., a company incorporated under the laws of British Columbia, having a registered and records office at #201 - 130 Brew Street, Port Moody BC V3H 0E3 Canada

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BRIDGE LOAN AGREEMENT
Bridge Loan Agreement • May 28th, 2014 • Placer Del Mar, Ltd. • Metal mining

THIS BRIDGE LOAN AGREEMENT (this “Agreement”) made this 21st day of May, 2014, by and between Urban Cultivator Inc., a British Colombia corporation (“UC”), BC Northern Lights Enterprises Ltd., a British Colombia corporation (“BCNL”), and W3 Metal Inc., a British Colombia corporation (“W3,” and together with UC and BCNL, “Borrowers”), and Placer Del Mar Ltd., a Nevada corporation (“Lender”);

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 28th, 2014 • Placer Del Mar, Ltd. • Metal mining • New York

THISSECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 21, 2014, entered into by and between Placer Del Mar, Ltd., a Nevada corporation (the “Company, or “Pubco”), and the Buyer(s) set forth on the signature pages affixed hereto (individually, a “Buyer” or collectively, the “Buyers”),

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