Property
OPTION AGREEMENT


 


THIS
PROPERTY OPTION (hereinafter referred to as this “Option Agreement”) is made as of 30th day of September,
2019.


 


BETWEEN:


37
CAPITAL INC., having an office at Suite 400, 570 Granville Street,


Vancouver,
B.C. Canada, V6C 3P1


(hereinafter
referred to as "37 Capital")


OF
THE FIRST PART


AND:


 


EAGLE
PLAINS RESOURCES LTD., having an office at Suite 200


44
- 12th Avenue South, Cranbrook, BC, V6C 2R7


(hereinafter
referred to as "Eagle Plains")


OF
THE SECOND PART


 


Eagle
Plains and 37 Capital shall collectively be referred to as “the Parties”.


 


 


		A.	37
                                         Capital is a British Columbia junior mineral exploration company. The common shares of
                                         37 Capital are listed for trading on the Canadian Securities Exchange (the “CSE”)
                                         under the symbol “JJJ”, and are also listed for trading on the OTCQB tier
                                         of the OTC Markets Inc., under the symbol “HHHEF”.



		B.	Eagle
                                         Plains is a British Columbia company the common shares of which are listed for trading
                                         on the TSX Venture Exchange under the symbol “EPL”.



		C.	Eagle
                                         Plains is the holder of a 100% undivided right, title and interest, in certain mineral
                                         claims consisting of approximately 4,734 hectares (collectively referred to as the “Acacia
                                         Property”) located in the Adams Plateau Area of the Province of British Columbia
                                         as more particularly described in Schedule "A" hereto;



		D.	Eagle
                                         Plains represents and warrants that there are no underlying royalties or encumbrances
                                         whatsoever on the Acacia Property.



		E.	Eagle
                                         Plains wishes to grant to 37 Capital, and 37 Capital wishes to so acquire, an immediate,
                                         irrevocable, sole and exclusive right and option to acquire a 60% undivided interest
                                         in the Acacia Property, on the terms and conditions of this Option Agreement (the “Option”);



NOW
THEREFORE, this Option Agreement witnesses
that for good and valuable consideration, the receipt and sufficiency of which is acknowledged, Eagle Plains and 37 Capital hereby
agree as follows:


ARTICLE 1

technical report


1.1              
In conjunction with the execution of this Option Agreement, Eagle Plains shall provide to 37 Capital, at no cost or expense to
37 Capital, a current Technical Report compliant with the requirements of National Instrument 43-101 on the Acacia Property (the
“Current Acacia NI 43-101 Technical Report”).


ARTICLE 2

grant of option


 


2.1                 
In order for 37 Capital to exercise the Option and acquire a 60% right, title and undivided interest in the Acacia Property, 37
Capital shall;


 


		a)	Provided
                                         that Eagle Plains has delivered to 37 Capital the Current Acacia NI 43-101 Technical
                                         Report, 37 Capital will issue to Eagle Plains 100,000 (One Hundred Thousand common shares
                                         in the capital of 37 Capital as fully paid and non-assessable within a period of five
                                         (5) business days after the execution of this Option Agreement by the Parties. These
                                         common shares will have the applicable regulatory hold period of 4 months and one day;



 


b)
Incur a total amount of $100,000 (One Hundred Thousand Dollars) in property related expenditures during the 1st Anniversary of
this Option Agreement which shall be a firm commitment of 37 Capital provided that Eagle Plains has delivered the Current Acacia
NI 43-101 Technical Report to 37 Capital in conjunction with the execution of this Option Agreement;


		c)	Within
                                         a period of 30 Business Days after the 1st Anniversary of this Option Agreement, 37 Capital
                                         shall decide whether or not it wishes to continue with this Option Agreement;



		d)	In
                                         the event that 37 Capital wishes to continue with this Option Agreement, then 37 Capital
                                         shall: i) forthwith issue to Eagle Plains an additional 50,000 (Fifty Thousand) common
                                         shares in the capital of 37 Capital, as fully paid and non assessable, with a hold period
                                         of 4 months and one day, and ii) shall make a firm commitment to incur a total amount
                                         of $100,000 (One Hundred Thousand Dollars) in property related expenditures during the
                                         2nd Period of this Option Agreement;



		e)	Within
                                         a period of 30 Business Days after the completion of the 2nd Period of this Option Agreement,
                                         37 Capital shall decide whether or not it wishes to continue with this Option Agreement;



		f)	In
                                         the event that 37 Capital wishes to continue with this Option Agreement, then 37 Capital
                                         shall: i) forthwith issue to Eagle Plains an additional 50,000 (Fifty Thousand) common
                                         shares in the capital of 37 Capital, as fully paid and non-assessable, with a hold period
                                         of 4 months and one day, and ii) shall make a firm commitment to incur a total amount
                                         of $300,000 (Three Hundred Thousand Dollars) in property related expenditures during
                                         the 3rd Period of this Option Agreement;



		g)	Within
                                         a period of 30 Business Days after the completion of the 3rd Period of this Option Agreement,
                                         37 Capital shall decide whether or not it wishes to continue with this Option Agreement;



		h)	In
                                         the event that 37 Capital wishes to continue with this Option Agreement, then 37 Capital
                                         shall: i) forthwith issue to Eagle Plains an additional 50,000 (Fifty Thousand) common
                                         shares in the capital of 37 Capital, as fully paid and non-assessable, with a hold period
                                         of 4 months and one day, and ii) shall make a firm commitment to incur a total amount
                                         of $750,000 (Seven Hundred Fifty Thousand Dollars) in property related expenditures during
                                         the 4th Period of this Option Agreement;



		i)	Within
                                         a period of 30 Business Days after the completion of the 4th Period of this Option Agreement,
                                         37 Capital shall decide whether or not it wishes to continue with this Option Agreement;



		j)	In
                                         the event that 37 Capital wishes to continue with the this Option Agreement, then 37
                                         Capital shall: i) forthwith issue to Eagle Plains an additional 50,000 (Fifty Thousand)
                                         common shares in the capital of 37 Capital, as fully paid and non-assessable, with a
                                         hold period of 4 months and one day, and ii) shall make a firm commitment to incur a
                                         total amount of $1,250,000 (One Million Two Hundred Fifty Thousand Dollars) in property
                                         related expenditures during the 5th Period of this Option Agreement;



		k)	Upon
                                         37 Capital fulfilling all of its above mentioned obligations Article 2.1 (a) to (j),
                                         37 Capital will have earned a 60% undivided interest in and to the Acacia Property, at
                                         which time a joint-venture agreement will be executed by 37 Capital and Eagle Plains.
                                         In the event that such contemplated Joint Venture Agreement is not executed by the Parties,
                                         this Option Agreement shall remain in full force and effect. The initial interest of
                                         the Parties in the joint-venture shall be as follows: 37 Capital as to 60%, and Eagle
                                         Plains as to 40%;



		l)	Thereafter,
                                         each party will contribute its proportionate share of property related expenditures.
                                         If any party does not contribute its proportionate share of property related expenditures,
                                         then its right, title and interest in the Acacia Property shall be diluted on a straight-line
                                         basis. If any party's right, title and interest in the Acacia Property is diluted to
                                         less than 10%, then its right, title and interest in the Acacia Property shall be converted
                                         into a 2% NSR (the “Resulting NSR”). At anytime the remaining party may purchase
                                         50% of the Resulting NSR for $500,000 (Five Hundred Thousand Dollars), and furthermore
                                         the remaining party will have the right of first refusal for a period of 30 business
                                         days to purchase the remaining 50% of the Resulting NSR in the event that Eagle Plains
                                         intends to sell, or receives any good faith offer for its remaining 50% of the Resulting
                                         NSR;



 


		m)	During
                                         any period, should 37 Capital incur Property Related Expenditures which exceed the amount
                                         that 37 Capital is obligated to incur for that particular period (the “Excess Property
                                         Related Expenditures”), then the Excess Property Related Expenditures shall be
                                         credited in favour of and to the account of 37 Capital, and shall be applied towards
                                         37 Capital’s obligation to incur Property Related Expenditures for the immediately
                                         following next period. Conversely, 37 Capital may, at its sole discretion, at any time
                                         and from time-to-time, pay Eagle Plains cash in lieu of incurring Property Related Expenditures;



 


		n)	Upon
                                         the termination of this Option Agreement, or in the event of a breach of this Option
                                         Agreement by 37 Capital, then 37 Capital shall leave the Acacia Property in good standing
                                         for a period of not less than 12 (twelve) months from the date of the termination of
                                         this Option Agreement or, as the case may be, from the date of the breach of this Option
                                         Agreement by 37 Capital;



 


		o)	If
                                         during the Option, 37 Capital does not make the issuances to Eagle Plains of common shares
                                         in the capital of 37 Capital and/or does not incur the Property Related Expenditures
                                         within the above-mentioned timeframe 2.1 (a) to (j) (the “Default”), then
                                         37 Capital shall be entitled to have a grace period of 30 business days to rectify the
                                         Default, after which time, if the Default has not been rectified, then 37 Capital shall
                                         be in breach of this Option Agreement. In the event of a breach of this Option Agreement
                                         by 37 Capital, this Option Agreement shall forthwith terminate and, the issuances to
                                         Eagle Plains of the common shares in the capital of 37 Capital, and the Property Related
                                         Expenditures incurred by 37 Capital shall be forfeited and shall be considered as liquated
                                         damages;



 


		p)	At
                                         all times, and without any exceptions whatsoever, 37 Capital shall be the Operator of
                                         the Acacia Property. However, a subsidiary of Eagle Plains namely TerraLogic Exploration
                                         Inc. (“TerraLogic”) shall conduct the field work on the Acacia Property during
                                         the 1st Anniversary of this Option Agreement on the clear understanding and
                                         agreement that TerraLogic will ensure and will guarantee that all property related expenditures
                                         shall meet the requirements of and will qualify for Super Flow-Through Shares funding
                                         as per the regulations of the applicable Federal and Provincial Governments. Furthermore,
                                         TerraLogic shall be exclusively responsible to carry out and maintain an insurance policy
                                         covering all risks including public liability insurance in respect to all of its activities
                                         on the Acacia Property. After the 1st Anniversary of this Option Agreement, 37 Capital
                                         shall not be obligated to use the services of TerraLogic for field work unless the parties
                                         agree to do so in writing and by mutual consent.



ARTICLE 3

area of interest


3.1                                      
The Area of Interest shall be that area which extends a distance of two (2) kilometres from the outermost boundaries of the Acacia
Property.


3.2                                      
If at any time during this Option Agreement 37 Capital acquires, directly or indirectly, any right to or interest in any mineral
property located wholly or partially within the Area of Interest referred to in Article 3.1, then 37 Capital shall forthwith give
notice in writing to Eagle Plains of such acquisition, and the cost and expenses thereof. Eagle Plains may within thirty (30)
business days of receipt of this notice, elect to include within the Option the acquired rights by reimbursing 37 Capital all
such acquisition costs and expenses. If Eagle Plains elects not to include the acquired rights as part of the Acacia Property
and as part of this Option Agreement, then 37 Capital shall hold such acquired rights separate from this Option Agreement and
in such an event Eagle Plains shall have no rights whatsoever to the acquired rights.


3.3                                      
 


If
at any time during this Option Agreement Eagle Plains acquires, directly or indirectly, any right to or interest in any mineral
property located wholly or partially within the Area of Interest referred to in Article 3.1, then Eagle Plains shall forthwith
give notice in writing to 37 Capital of such acquisition, and the cost and expenses thereof. 37 Capital may within thirty (30)
business days of receipt of this notice, elect to include within the Option the acquired rights by reimbursing Eagle Plains all
such acquisition costs and expenses. If 37 Capital elects not to include the acquired rights as part of the Acacia Property and
as part of this Option Agreement, then Eagle Plains shall hold such acquired rights separate from this Option Agreement and in
such an event 37 Capital shall have no rights whatsoever to the acquired rights.


  


ARTICLE 4 


covenant
of 37 Capital


4.1                                      
During the currency of this Option Agreement, 37 Capital shall:


		(a)	use
                                         commercially reasonable efforts to obtain all corporate, shareholder and, if required,
                                         regulatory approvals for the transactions contemplated under this Agreement;



		(b)	carry
                                         out and record work for assessment purposes and as required to maintain the Acacia Property
                                         in good standing and will file all property work for assessment purposes;



		(c)	carry
                                         out exploration work on the Acacia Property in a good and workmanlike manner in accordance
                                         with good practice in the Canadian mining industry, in compliance with applicable laws;



		(d)	apply
                                         as assessment credits all exploration work carried out on the Acacia Property with the
                                         appropriate governmental authorities.



		(e)	have
                                         no right to grant a mortgage, charge or lien against its interest in the Acacia Property
                                         without the consent of Eagle Plains such consent not to be unreasonably withheld;



		(f)	while
                                         exploration and development is carried out, with the exception of work performed by TerraLogic
                                         during the first anniversary of the Option Agreement, furnish Eagle Plains with a final
                                         report within 150 days following the conclusion of each program. The final report shall
                                         show the exploration and development performed and the results obtained and shall be
                                         accompanied by a statement of costs and copies of pertinent plans, assay maps, diamond
                                         drill records and other factual engineering data; and



		(g)	deliver
                                         to Eagle Plains annually (including up to date maps if there are any) describing the
                                         results of work done in the last completed period, together with reasonable details of
                                         Property Related Expenditures made.



ARTICLE 5

Covenants of Eagle Plains


5.1                                      
Eagle Plains covenants with, and represents and warrants to 37 Capital that:


		(a)	Eagle
                                         Plains has the authority to enter into this Agreement;



		(b)	each
                                         of the mineral claims comprising the Acacia Property has been duly and validly located
                                         and recorded in accordance with the applicable laws and are valid and subsisting mineral
                                         claims as of the date of execution and delivery of this Option Agreement;



		(c)	the
                                         Acacia Property is in good standing and the Acacia Property is free and clear of all
                                         liens, charges, liabilities and encumbrances;



		(d)	it
                                         is the beneficial and registered or recorded holder of a 100% undivided interest in the
                                         Acacia Property;



		(e)	Eagle
                                         Plains has not transferred or encumbered or agreed to transfer or encumber all or any
                                         of its right, title or interest in or to the Acacia Property, except as provided for
                                         in this Option Agreement;



		(f)	Eagle
                                         Plains has the exclusive right and authority to enter into this Option Agreement and
                                         to dispose of the Acacia Property in accordance with the terms hereof, and no other person,
                                         firm or corporation has any proprietary or other interest in the same;



		(g)	to
                                         the best of Eagle Plains’ knowledge, information and belief, there are no threats,
                                         actions or claims in respect to the ownership of the Acacia Property;



		(h)	to
                                         the best of Eagle Plains' knowledge, information and belief, any and all previous work
                                         conducted on the Acacia Property was conducted in compliance with all applicable laws;
                                         and



		(i)	In
                                         conjunction with the execution of this Option Agreement Eagle Plains shall make available
                                         to 37 Capital, at no cost or expense to 37 Capital, a Current Acacia NI 43-101 Technical
                                         Report. all available technical data, geotechnical reports, maps, digital files and other
                                         data with respect to the Acacia Property, provide all such consents or other documentation
                                         and do all such things as may be reasonably requested by 37 Capital in connection with
                                         completing the transactions contemplated under this Option Agreement.



5.2              
The representations and warranties of Eagle Plains herein before set out form a part of this Option Agreement and are conditions
upon which 37 Capital has relied in entering into this Option Agreement and shall survive the acquisition of the Acacia Property
by 37 Capital.


ARTICLE 6

Termination


6.1                                      
37 Capital may elect to terminate this Agreement at any time after the Execution Date of this Option Agreement by providing 30
business days written notice (the Termination Notice") to Eagle Plains.


6.2                                      
Upon the Termination of this Option Agreement, 37 Capital will:


		(a)	leave
                                         the Acacia Property in good standing under the Mineral Tenure Act (British Columbia)
                                         for a period of not less than one (1) year from the date of the Termination Notice;



		(b)	deliver
                                         at no cost to Eagle Plains within 60 days of such termination all copies of all reports,
                                         maps, assay results and other relevant technical data compiled by or in the possession
                                         of 37 Capital with respect to the Acacia Property; and



		(c)	comply
                                         with applicable laws and regulations regarding reclamation for activities carried out
                                         on the Acacia Property.



6.3                                      
If 37 Capital fails to meet any of its obligations set out in this Option Agreement in order to keep the Option in good standing,
Eagle Plains shall deliver a notice to 37 Capital specifying such failure and 37 Capital shall have 45 business days (the "Grace
Period") to rectify such Default. If 37 Capital fails to rectify the Default within the Grace Period, then this Option Agreement
shall terminate.


ARTICLE 7

Assignment


7.1                                      
This Agreement shall inure to the benefit of and be binding upon each party’s assigns and successors.


7.2                                      
Either party may assign or otherwise transfer all or part of its rights and obligations under this Agreement, to a third party
provided that such third party first enters into an instrument in writing, in form and substance satisfactory to counsel for the
other party, agreeing to be bound by the terms and conditions of this Option Agreement.


 


ARTICLE 8

CONFIDENTIALity


8.1                                      
The parties agree to keep all information pertaining to this Option Agreement and all data and information concerning the Acacia
Property confidential unless required by regulatory or similar related disclosure. Subject to applicable law, both Eagle Plains
and 37 Capital agree to provide the other with a minimum of 24 hours to review any news releases pertaining to this Option Agreement
or the Acacia Property. Each party shall be permitted to make reasonable comments on each news release, and the other party agrees
to take such reasonable comments into account before issuing any news release.


ARTICLE 9

Notice


9.1                                      
Any notice required to be given under this Option Agreement shall be deemed to be well and sufficiently given if delivered in
person or if mailed by registered mail in Canada (save and except during the period of any interruption in the normal postal service
within Canada) or by telecopier as follows:


in
the case of 37 Capital addressed as follows:


 


Suite
400, 570 Granville Street

Vancouver, B.C. V6E 3V1


Attention:
Mr. Jake Kalpakian


Fax:
(604) 681-9428


 


and
in the case of Eagle Plains addressed as follows:


 


Suite
200, 44 - 12th Avenue South


Cranbrook,
BC, V6C 2R7


Attention:
Tim J. Termuende


Fax:
(250) 426-6899


and
any notice given as aforesaid shall be deemed to have been given, if delivered in person, when delivered, if telecopied, when
received, or if mailed on the third business day after the date of mailing thereof. Either party may from time to time by notice
in writing change its address for the purpose of this section.


article
10

Force Majeure


10.1
If 37 Capital is prevented or delayed in complying with any provisions of this Option Agreement by reason of strikes, lockouts,
labour shortages, power shortages, floods, adverse weather conditions, fires, wars, acts of God, governmental regulations restricting
normal operations or any other reason or reasons beyond the control of 37 Capital, except lack of funds, the time limited for
the performance of the various provisions of this Option Agreement as set out above shall be extended by a period of time equal
in length to the period of such prevention and delay. 37 Capital, insofar as is possible, shall promptly give written notice to
Eagle Plains of the particulars of the reasons for any prevention or delay under this Article and shall take all reasonable steps
to remove the cause of such prevention or delay as soon as reasonably practicable, and shall give notice to Eagle Plains as soon
as such cause ceases to subsist.


 


ARTICLE 11

Indemnities


11.1                                  
Each party hereto shall and does hereby indemnify and save harmless the other, as well as its directors, officers, employees,
servants, agents, contractors and shareholders, from and against any and all claims, suits, actions, proceedings, demands, liabilities,
losses, damages, costs, expenses, fees, fines, penalties, interests and deficiencies of any nature or kind whatsoever (collectively,
the “Claims”) arising by virtue of or in respect of any inaccuracy, misstatement, misrepresentation, act or omission
made by such party in connection with any matter set out herein, and any and all claims, suits, actions, proceedings, demands,
liabilities, losses, damages, costs and other expenses related or incidental thereto.


11.2                                  
In additional to the indemnification requirement set out in Article 11.1 above, 37 Capital shall indemnify and save Eagle Plains
harmless in respect of any and all costs, claims, liabilities and expenses arising out of 37 Capital’s activities on the
Acacia Property and, without limiting the generality of the foregoing will, during the currency of this Option Agreement, carry
not less than $2,000,000 (Two Million Dollars) in third party liability insurance in respect of its operations on the Acacia Property
for the benefit of 37 Capital, provided that 37 Capital will incur no obligation thereunder in respect of claims arising or damages
suffered after termination of the Option if upon the termination of the Option any workings or improvements to the Acacia Property
made by 37 Capital are left in safe condition.


ARTICLE 12 


CURRENCY


12.1Unless
otherwise specified, all references to moneys hereunder will mean Canadian funds.


ARTICLE 13

Arbitration


13.1
Any dispute or conflict between the Parties concerning this Option Agreement which cannot be settled by them shall be submitted
firstly to a mutually agreeable mediator who will have no authority to bind the Parties and, in the event that mediation efforts
are unsuccessful, to a single arbitrator pursuant to the provisions of the Commercial Arbitration Act (British Columbia)
or, if the Parties cannot agree upon a single arbitrator, to three arbitrators, one appointed by 37 Capital, one appointed
by Eagle Plains and a third appointed by the arbitrators appointed by 37 Capital and Eagle Plains. Arbitration proceedings shall
take place in Vancouver, British Columbia, at such place that the arbitrator or arbitrators shall determine.


 


ARTICLE
14


GOVERNING
LAW


 


14.1
This Option Agreement and the rights and obligations and relations of the Parties shall be governed by and construed in accordance
with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The Parties agree that the
courts of British Columbia shall have the sole jurisdiction to entertain any action or other legal proceedings based on any provisions
of this Option Agreement, and the Parties agree to attorn to the sole jurisdiction of such courts.


 


ARTICLE
15


PRIOR
AGREEMENTS


15.1
This Agreement supersedes and replaces all prior agreements between the Parties with respect to the Acacia Property, which said
prior agreements shall be deemed to be null and void upon the execution hereof.


 


ARTICLE
16


FURTHER
ASSURANCES


16.1Each
party hereto agrees to execute and deliver, or cause to be executed and delivered, such further instruments and assurances, and
to do such further acts and things, as may be necessary or desirable to give effect to this Option Agreement, including but not
limited to such as may be required for registering or recording changes in the ownership interests in the Acacia Property.


ARTICLE 17 


FUTURE
AMENDMENTS


17.1                                  
This Option Agreement sets forth the entire agreement between the Parties, and may only be altered in writing and must be signed
by the authorized representatives of both Parties.


ARTICLE 18

Counterparts


18.1                                  
The Parties may execute this Option Agreement in counterparts and deliver same by facsimile or by electronic mail, each facsimile
or electronic mail being deemed to be an original and such counterparts, shall be deemed to form one and the same instrument bearing
the date set forth above notwithstanding the date of actual execution.


ARTICLE 19

time


19.1                                  
Time shall be of the essence hereof.


 


IN
WITNESS WHEREOF the Parties hereto have hereunto executed these presents as of the day and year first above written.


 


THE
CORPORATE SEAL OF

37 Capital Inc. was hereunto affixed


in
the presence of:



/s/ Jake H. Kalpakian

Authorized Signatory


 


 


THE
CORPORATE SEAL OF

Eagle Plains Resources Ltd. was hereunto affixed


in
the presence of:



/s/ Tim Termuende

Authorized Signatory


 









    	 	1	 



     


    

 


Schedule
"A"

Description of the acacia Property


 


	EPL
    BC "ACACIA" TENURE (9 CLAIMS TOTAL)
	Title
    Number	Claim
    Name	Owner	Title
    Type	Title
    Sub Type	Map
    Number	Issue
    Date	Good
    To Date	Area
    (ha)
	376028	AC	138073
    (100%)	Mineral	Claim	082M012	April
    19, 2000	October
    8, 2020	500
	376984	AC	138073
    (100%)	Mineral	Claim	082M011	May
    12, 2000	October
    8, 2020	500
	516713	AC	138073
    (100%)	Mineral	Claim	082M	July
    11, 2005	October
    8, 2020	426.0326
	516715	AC	138073
    (100%)	Mineral	Claim	082M	July
    11, 2005	October
    8, 2020	953.9664
	516719	AC	138073
    (100%)	Mineral	Claim	082M	July
    11, 2005	October
    8, 2020	1238.4279
	706464	AC	138073
    (100%)	Mineral	Claim	082M	February
    17, 2010	October
    8, 2020	507.5616
	706465	AC	138073
    (100%)	Mineral	Claim	082M	February
    17, 2010	October
    8, 2020	507.3628
	1059807	ACACIA	138073
    (100%)	Mineral	Claim	082M	April
    5, 2018	October
    5, 2020	20.2801
	1043247	TM	138073
    (100%)	Mineral	Claim	082M	April
    4, 2016	October
    8, 2020	81.1256
	 	 	 	 	 	 	 	TOTAL:  	4734.757


 



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