CONVERTIBLE PROMISSORY NOTE


 


	PRINCIPAL SUM: $100,000 USD	INTEREST RATE: 20%


 


FOR VALUE RECEIVED, American
Mining Corporation (the "Debtor") hereby acknowledges itself indebted and promises pay by December 31, 2018 (the
"Redemption Date"), to or to the order of Thomas Mills (the “Holder”) the sum of $100,000 in
lawful money of the United States of America (the “Principal”) upon presentation and surrender of this Note
at Debtor's office at 970 Caughlin Crossing, Suite 100, Reno, Nevada 89519 (or at such other place as the Debtor may designate
by notice in writing to the Holder), and to pay interest thereon, calculated annually from the date hereof at a rate equal to TWENTY
PER CENT (20%) per annum (the “Interest Rate”) payable in like money at the same place on the Redemption Date.


 


	1.	Conversion


 


(1)At any time
and from time to time after the Redemption Date, the Holder may convert any or all of the Principal and accrued interest thereon
then owing to Holder hereunder (the “Indebtedness”) into fully paid and non-assessable common shares of the
Debtor (the “Shares”) at a conversion rate equal to one common share for each $0.005 of Indebtedness. Such conversion
may be effected by the surrender of a copy of this Note at the office of the Debtor, accompanied by a written notice of conversion
substantially in the form of Schedule “A” hereto signed by the Holder notifying the Debtor as to the exercise of the
right of conversion and specifying the amount of Indebtedness in respect of which this Note is converted and setting forth the
name and address of any person in whose name the Shares issuable upon such conversion are to be registered. The Holder may convert
this Note in whole at any time or in part from time to time, so long as the Debtor remains indebted to the Holder hereunder.


 


(2)As promptly
as practicable after the surrender of this Note for conversion, the Debtor shall issue to the Holder or any designated nominee
a certificate representing the number of fully paid and non-assessable common shares into which all or any portion of the Indebtedness
hereunder has been converted and, in the event that any amount remains owing hereunder after giving effect to such conversion,
the Debtor shall issue a new Note, in form identical to this Note, in principal amount equal to the amount of such unconverted
Indebtedness.


 


(3)No fractional
share or scrip representing a fractional share shall be required to be issued upon the conversion of this Note. If the conversion
of this Note would otherwise result in a fractional share, the Debtor shall, in lieu of issuing such fractional share, pay to the
Holder an amount equal to the fair market value of the fractional share.


 


(4)The conversion
of this Note shall be deemed to have been made at the close of business on the date on which this Note is surrendered for conversion,
so that the Holder’s rights in respect of the converted portion shall terminate at such time, and any person entitled to
receive the shares into which the whole or any part of this Note is converted shall be treated, as between the Debtor and such
person, as having become the holder of record of such shares at such time.


 


(5)If the Debtor
at any time subdivides or consolidates the Shares issuable upon conversion, the Holder shall thereafter be entitled on conversion
to receive the Shares to which it was before such subdivision or consolidation entitled, as subdivided or consolidated, and the
conversion to receive the Shares to which it was before such subdivision or consolidation entitled, as subdivided or consolidated,
and the conversion rate of Indebtedness shall be adjusted accordingly. Any such adjustment shall become effective on the date and
at the time that such subdivision or consolidation becomes effective.


 


(6)In case of:


 


(a)any
reclassification or change of Shares issuable by the Debtor upon conversion hereunder;


 


(b)any
consolidation, merger or amalgamation of the Debtor with or into any other corporation;


 


(c)the
sale of the assets of the Debtor substantially as an entirety to any legal entity followed by a winding up of the Debtor or a distribution
of its assets to the shareholders; or


 


(d)the
sale of the assets of the Debtor substantially as an entirety to any legal entity in exchange for securities in or of such legal
entity or any affiliate thereof;


 


the Holder may thereafter convert this
Note (or any portion thereof) into the kind and amount of Shares or other securities and property (or the applicable portion thereof)
receivable on such reclassification, change, consolidation, merger, amalgamation or sale that the Holder would have been entitled
to receive thereupon had the Holder been the registered holder of the number of shares into which this Note might have been converted
immediately prior thereto. The provisions of this section shall similarly apply to successive reclassifications and changes of
Shares and to successive consolidations, mergers, amalgamations and sales.


 


	2.	Expenses


 


The Debtor shall pay to the Holder forthwith
on demand all costs, charges and expenses, including all legal fees (on a solicitor and own client basis), incurred by the Holder
in connection with the recovery or enforcement of payment of any amount owing hereunder. All such sums shall be secured hereby
and shall be added to the principal amount owing hereunder and bear interest at the Interest Rate.


 


	3.	Prepayment


 


The Debtor may pay any amount outstanding hereunder
at any time without penalty.


 


	4.	Assignment


 


Subject to compliance with applicable securities
laws, this Note and all of the rights of the Holder hereunder are assignable by the Holder.


 


	5.	Waiver


 


No consent or waiver by the Holder will be
effective unless made in writing and duly signed by the Holder or an authorized representative of the Holder.


 


	6.	Notice


 


Any demand, notice or other communication in
connection with this Note shall be in writing and shall be personally delivered to an officer or other responsible employee of
the addressee, mailed by registered mail or sent by telefacsimile or other direct written electronic means, charges prepaid, at
or to such address or addresses, telex or telefacsimile number or numbers as either Debtor or the Holder may from time to time
designate to the other party in such manner.


 


Any communication that is personally delivered
as aforesaid shall be deemed to have been validly and effectively given on the date of such delivery if such date is a business
day and such delivery was made during normal business hours of the recipient; otherwise, it shall be deemed to have been validly
and effectively given on the business day next following such date of delivery. Any communication mailed as aforesaid shall be
deemed to have been validly and effectively given on the fifth business day following the date of mailing provided that, in the
event of an interruption in postal services before such fifth business day, such communication shall be given by one of the other
means. Any communication which is transmitted by telefacsimile or other direct written electronic means as aforesaid shall be deemed
to have been validly and effectively given on the date of transmission if such date is a business day and such transmission was
made during normal business hours of the recipient; otherwise, it shall be deemed to have been validly and effectively given on
the business day next following such date of transmission.


 


	7.	Miscellaneous


 


(1)Time shall be of the essence of this
Note.


 


(2)This Note shall be governed by, and
construed in accordance with, the laws of the State of Nevada and the laws of the United States applicable therein, but the reference
to such laws shall not, by conflict of laws rules or otherwise, require the application of the law of any jurisdiction other than
the State of Nevada. The Debtor hereby irrevocably submits to the exclusive jurisdiction of the Courts of the State of Nevada with
respect to any dispute related to or arising from this Note. The location for the settlement of any disputes arising out of this
Note shall be Clark County, Nevada.


 


(3)If any one or more of the provisions
or parts thereof contained in this Note are deemed or become invalid, illegal or unenforceable in any respect in any jurisdiction,
the remaining provisions or parts thereof contained herein shall be and shall be conclusively deemed to be, as to such jurisdiction,
severable therefrom and:


 


(a)the validity, legality or
enforceability of such remaining provisions or parts thereof shall not in any way be affected or impaired by the severance of the
provisions or parts thereof severed; and


 


(b)the invalidity, illegality
or unenforceability of any provision or part thereof contained in this Note in any jurisdiction shall not affect or impair such
provision or part thereof or any other provisions of this Note in any other jurisdiction.


 


(4)This Note and all of its provisions
shall enure to the benefit of the Holder, its successors and assigns, and shall be binding upon the Debtor and its successors and
permitted assigns. The expression the "Holder" as used herein includes the Holder's assigns whether immediate or derivative.


 


IN WITNESS WHEREOF the undersigned has
duly executed this Note on the 28th day of October, 2013, with effect as of June 20, 2013.


 


	 	American Mining Corporation
	 	 	 
	 	 	 
	 	 	 
	 	per:	/s/ Andrew Grundman
	 	 	Andrew Grundman
	 	 	President



    	 



    	 



    

 


Schedule “A”


(Form of Notice of Conversion)


AMERICAN MINING CORPORATION


 


The undersigned holder of a Convertible
Note issued by American Mining Corporation on the 28th day of October, 2013 to Thomas Mills (the “Note”)
hereby irrevocably elects to convert:


		q	the whole of the Note



OR (Check One)


		q	$__________________________ of
the amount owing under the Note



into Common Shares in the capital of
American Mining Corporation in accordance with the terms of the Note, and directs that a certificate for the Common Shares
deliverable and issuable upon conversion be issued and delivered to the following person(s) in the amounts provided:


	Name	Address	Number of Shares


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


DATED the _________ day of ___________________________,
20____.


 


 


 


________________________________________


Signature of Holder


 


________________________________________


Name of Holder


 


________________________________________


________________________________________


________________________________________


Address