Palayan Resources, Inc. 8-K


 


Exhibit
10.05


 


 





	JOINT
    VENTURE AGREEMENT
	 

        by
        and between

	 

        Provenance
        Gold Corp.

	 

        and

	 

        Palayan
        Resources Inc.

	 

        Dated
        as of January 8, 2021



 


 


THIS
JOINT VENTURE AGREEMENT ("Agreement") is entered into this 8th day of January 2021 (the “Effective
Date”) by and between Provenance Gold Corporation, a Canadian publicly traded corporation (“PAU”) and Palayan
Resources Inc. a U.S. publicly traded Nevada corporation (“PLYN”). PAU and PLYN hereinafter collectively and jointly
referred to as “Joint Venturers” or “Parties” and individually as “Party” ; for the following
purposes:


 


RECITALS


 


WHEREAS,
on December 4, 2020 the Joint Venturers entered into an LOI (“LOI”) for the formation of a Joint Venture (“JV”,
or “Venture”); and


 


WHEREAS,
the purpose of the JV is to fund and develop on a joint ownership basis (set forth herein below) the Silver Bow and Blue Horse
Projects (collectively, the “Project”) further described herein below; and


 


WHEREAS,
the Parties desire to form the JV by execution of this Agreement for the purposes provided and fix and define their respective
responsibilities, interests, and liabilities in connection with the Project; and


 


NOW,
THEREFORE, in consideration of the mutual promises and representations and subject to the terms and conditions herein contained,
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree
as follows:


 


1.      
DEFINITIONS


 


“Administrative
Venturer” shall mean PLYN


 


“Agreement” has
the meaning set forth in the preamble.


 


“Business” has
the meaning set forth in the preamble.


 


“Closing
Date” means the date of this Agreement unless the parties agree otherwise.


 


“Governmental
Authority” means any government or political subdivision or regulatory body, whether federal, state, local or foreign,
or any agency or instrumentality of any such government or political subdivision or regulatory authority, or any federal, state,
local or foreign court or arbitrator.


 


“Indemnified
Person” means any person entitled to be indemnified under Section 15.


 











 




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“Indemnifying
Person” means any person obligated to indemnify another person Under Section 15.


 


“Law”
means any law, statute, code, ordinance, regulation or other requirement of any Governmental Authority.


 


“Lien”
means any mortgage, lien, pledge, encumbrance, security interest, claim, charge, and/or defect in title or other restriction.


 


“LOI”
means the Letter of Intent entered into by the Parties on or about December 4, 2020.


 


“Net
Revenues” shall be defined as any and all revenues of the Joint Venture Company, less any Operating costs.


 


“Operating
Costs” shall mean all costs and expenses associated with the operations and administration of the Joint Venture
Company.


 


“Operational
Venturer” shall mean PAU


 


“Order”
means any order, judgment, injunction, award, decree, ruling, charge or writ of any Governmental Authority.


 


“PAU” has
the meaning set forth in the preamble.


 


“PLYN” has
the meaning set forth in the preamble.


 


"Percentage
of Participation" shall refer to that figure set forth below.


 


“Permit”
means any permit, license, approval, consent, or authorization issued by a Governmental Authority.


 


“Person”
means any individual, sole proprietorship, partnership, corporation, limited liability company, unincorporated society or association,
trust, or other entity.


 


“Phase
1 Program” means the work and operations to be performed as set forth in Exhibit A.


 


“Phase
1 Estimate” means the cost estimate for completion of the Phase 1 Program, as set forth in Exhibit A.


 


“Policy
Committee” shall mean a committee consisting of one representative each from PAU and PLYN to resolve day-to-day
operational and administrative issues with the Project.


 


“Proceeding”
means any complaint, action, lawsuit, hearing, investigation, charge, audit, claim or demand.


 


“ProGold”
shall mean Provenance Gold Corporation USA, a wholly owned subsidiary of PAU.


 


"Project"
shall mean the Silver Bow and Blue Horse Projects in Nye County, Nevada, USA.


 


“Recitals”
the above Recitals are hereby incorporated by reference as though fully set forth herein.


 


“Tax
Venturer” shall mean PLYN.


 




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“Third-Party
Action” means any written assertion of a claim, or the commencement of any action, suit, or proceeding, by
a third party as to which any person believes it may be an Indemnified Person hereunder.


 


“Underlying
Lease” means the mining lease entered into by ProGold, with Thomas Perkins, Trustee of The Thomas E Perkins 2000
Trust, the Estate of Ruth Ann McNeilly, and the Estate of Randall Clark Dugan.


 


“Underlying
Option” means the property option agreement entered into by PAU with Donald Jennings and Boies Hall.


 


"Venturers"
shall mean PAU and PLYN, and any successor(s) as may be designated and admitted to the Venture.


 


	2.	FORMATION
                                         OF JOINT VENTURE COMPANY.



 





	 	(a)	The Venturers do hereby form a joint venture pursuant to the laws of the State of Nevada in order for the Venture to carry on
the purposes for which provision is made herein.
	 	 	 
	 	(b)	The JV shall be carried out through a newly established corporation (“Newco”), or such other structure as may be agreed
by the Venturers.
	 	 	 
	 	(c)	The Venturers shall execute such certificates or other documents as may be required, if any, by the laws of the State of Nevada
or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the
continuation of the Venture as a joint venture pursuant to applicable law.
	 	 	 
	 	(d)	NAME. The Name and style under which the Venture shall be conducted is: “Silver Bow JV”.
	 	 	 
	 	(e)	PRINCIPAL PLACE OF BUSINESS. The Venture shall maintain its principal place of business at: 9310 Matterhorn Drive,
    Reno, Nevada, USA 89506. The Venture may re-locate its office from time to time or have additional offices as the Venturers
    may determine.
	 	 	 
	 	(f)	CORPORATE GOVERANCE. The Parties agree that Newco shall have no more than a Five (5) person Board of Directors.
    Further, within three (3) days after the completion of the minimum payment of $225,000 USD in Section 4(d), two persons nominated
    by PLYN shall be appointed to the Board of Newco. Said PLYN Board representatives shall not be removed from the Board without
    the written consent of PLYN.









 





	3.	PURPOSE OF THE JOINT VENTURE.



 


The
purpose of the Venture shall be the development of the Project, which consists of a series of one-hundred-and-two (102) lode mineral
claims (collectively, the "Silver Bow Claims") and one (1) patented mining claim (the "Blue Horse Claim"),
all of whi.ch are located in Nye County, in the State of Nevada. The Project has already had preliminary work done which, in turn,
has led to the planned Phase I exploration program to be completed by the Joint Venture (the "Phase 1 Program"). PAU
controls the rights to acquire the Silver Bow Claims, subject to a two percent (2.0%) net smelter returns royalty, pursuant to
a property option agreement (the "Underlying Option") entered into with Donald Jennings and Boies Hall. PAU controls
the Blue Horse Claim, subject to a one percent (1.0%) net smelter returns royalty, pursuant to a mining lease (the "Underlying
Lease") entered into by its wholly-owned subsidiary, Provenance Gold USA, with Thomas Perkins, Trustee of The Thomas E Perkins
2000 Trust, the Estate of Ruth Ann McNeilly, and the Estate of Randall Clark Dugan.


 


 




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	4.	CONTRIBUTIONS OF JOINT VENTURE PARTNERS and CONTINGENCY.






 


		(a)	PAU
                                         shall contribute its interest in the Project; all Project Plans and entitlements, claims,
                                         leases, and options; and its full-time expertise in the mining operations of the Venture.



 


		(b)	PLYN
                                         shall contribute the following upon the entering into of this Agreement:



 





	 	i.	On or before January 29, 2021, a cash payment of $100,000 USD to Newco, of which $60,000 USD shall be used at the discretion of
NEWCO. and $40,000 USD shall be applied towards the Phase 1 Program :and
	 	 	 
	 	ii.	On or before February 12, 2021, a cash payment of $50,000 USD to Newco to be applied towards the Phase 1 Program to be completed
by Newco on the Project;
	 	 	 
	 	iii.	On or before February 26, 2021, a cash payment of $125,000 USD to Newco to be applied towards the Phase 1 Program to be completed
by Newco on the Project;
	 	 	 
	 	iv.	On or before March 12, 2021, a cash payment of a further deposit of $125,000 USD to Newco to be applied towards the Phase 1 Program
to be completed by Newco on the Project; and
	 	 	 
	 	v.	Up to an additional maximum of $50,000.00 USD on no less than ten (10) days written notice by PAU; which additional funds shall
be deposited into Newco and used directly for any overage in the Phase 1 Program from the original estimated budget as set forth
in the Phase 1 Estimate. It is agreed and understood that such written notice for additional funds cannot be submitted prior to
February 15, 2021. In the event of this additional contribution, PLYN shall not receive any additional interest in the JV.
	 	 	 
	 	vi.	Upon
                                         completion of the Phase 1 Program, and in any case no later than June 30, 2021, Newco
                                         will engage a geologist competent to perform a 43-101 geological survey report in respect
                                         of the Project, in the form prescribed by National Instrument 43-101, and deliver
                                         same to the Board of Directors.






 


		(c)	In
                                         the event PLYN fails or refuses to complete the required payments set forth hereinabove,
                                         within the time periods prescribed above, the JV shall cease and PLYN ownership in the
                                         JV shall be reduced by the amount invested as a pro rata share based on the initial ownership
                                         to be awarded (this represents a Ratio of 0.00025% per each USD dollar invested x 49.5%.),
                                         Example – (150,000/400,000)*49.5=18.56%. PLYN will retain the ownership percentage
                                         until such time as PAU contributes further funds to the Project, at which point the PLYN
                                         interest will be diluted.



 


		(d)	In
                                         the event Palayan invests a minimum of $225,000, then Palayan will have met the minimum
                                         requirement to be a JV venturer at the pro rata share commensurate with the amount invested
                                         pursuant to the calculation used in 4(c).



 


		(e)	Except
                                         as otherwise required by law or this Agreement, the Venturers shall not be required to
                                         make any further capital contributions to the Venture.



 


 


 


 


 


 


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	5.	PERCENTAGE
                                         OF OWNERSHIP



 


		5.1	Following
                                         completion of the payments prescribed by Section 4(b), the Venturers shall initially
                                         each own the following percentage in the Venture:



 


		(a)	PLYN49.5%
                                         - subject to the contributions in Section 4.(b)(c)(d)



		(b)	PAU50.5%



 


		5.2	The
                                         interest of each Venturer in any Net Revenues and their respective shares in any losses
                                         and/or liabilities that may result from the Venture and their interests in all property
                                         and equipment acquired and all money received in connection with the performance of the
                                         Project shall be as follows:



 


		(a)	PLYN49.5%
                                         - subject to the contributions in Section 4.(b)(c)(d)



		(b)	PAU50.5%



 


		5.3	During
                                         such time as the Venture remains in effect, the board of directors of the Venture will,
                                         from-to-time, develop a budget for the advancement of the Project and will provide such
                                         budget to the Parties. Following receipt of such a budget, each of the Venturers will
                                         have a period of thirty (30) days to elect to fund their pro rata interest in the budget.
                                         In the event any Venturer elects not to advance the required funds, the other Venturer
                                         may fund the budget following which their proportionate interest in the Venture will
                                         be increased correspondingly. Additionally, if either Party’s diluted interest
                                         drops below ten percent (10%), then the minority interest may be purchased at fair market
                                         value with the mutual consent of all Parties.



 


		5.4	The
                                         Venturers will be jointly responsible for all obligations and payments due and owing
                                         by PAU and Newco pursuant to the Underlying Option and the Underlying Lease, based on
                                         their percentage interests in the Venture.



 


		5.5	The
                                         Venturers agree to indemnify each other and to hold the other harmless from, any and
                                         all losses of the Joint Venture that are in excess of such other Venturer's Percentage
                                         of Participation. Provided that the provisions of this subsection shall be limited to
                                         losses that are directly connected with or arise out of the performance of the Project
                                         and shall not be relate to or include any incidental, indirect or consequential losses
                                         that may be sustained or suffered by a Party.



 





	6.	OPERATIONAL MANAGEMENT.









 


		6.1	The
                                         mining operations and management of the Joint Venture shall be conducted by Newco utilizing
                                         PAU’s and PLYN’s management and consultants.



 





	7.	DELEGATION OF AUTHORITY.






 


7.1  
The Venturers agree to a split of authority between themselves as follows:


 


		7.1.1	The
                                         management of the Venture shall be responsible for the planning, budgeting, and mining
                                         operations of the joint venture operations of the Project and PLYN shall be the Administrative
                                         Venturer, reporting to the Board of Directors.



 


		7.1.2	The
                                         Parties shall set up a Policy Committee to handle day-to-day operational and administrative
                                         issues that may arise from time to time.



 


  




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		7.1.3	Newco
                                         shall be responsible for mining operations.



 


		7.1.4	Both
                                         Parties shall assist with the equity and debt funding.



 


	8.	JOINT
                                         VENTURE BANK ACCOUNTS.



 


		8.1	All
                                         Working Capital or other funds received by the Venture in connection with the development
                                         of the Project shall be deposited in an account, set up by Newco. Said account shall
                                         be kept separate and apart from any other accounts of the Venturers.



 


		8.2	Withdrawal
                                         of funds from the NEWCO Joint Venture account may be made in such amount and by such
                                         persons as authorized by Venturers; but in no event shall an amount of $25,000 USD in
                                         the aggregate for any one obligation be withdrawn from the Account without the approval
                                         of the board of directors of the Venture.



 


	9.	ACCOUNTING
                                         AND AUDITING.



 


		9.1	Separate
                                         books of accounts shall be kept by PLYN, the Administrative Venturer of the transactions
                                         of the Venture. Any Venturer may inspect such books upon reasonable notice and at any
                                         reasonable time.



 


		9.2	Periodic
                                         audits may be made upon said books at such time as authorized by the Policy Committee
                                         by persons designated by the same and copies of said audit shall be furnished to all
                                         Venturers.



 


		9.3	Upon
                                         completion of the Project, a final audit shall be made and copies of such audit shall
                                         be furnished to each of the parties.



 


		9.4	It
                                         is understood and agreed that the method of accounting used by the Administrative Venturer
                                         and for state and federal income tax purposes shall be the Accrual- based method and
                                         that the accounting year shall be the calendar year.



 


		9.5	The
                                         Administrative Venturer shall be reimbursed for any out-of-pocket costs incurred in connection
                                         with the performance of its administrative duties.



 





	10.	GOVERNANCE OF JOINT VENTURE COMPANY.



 


		10.1	Board
                                         of Directors. The Parties agree that the Board of Directors shall initially
                                         be comprised of five persons, two designated by PAU, two designated by PLYN, and one
                                         designated by mutual agreement of PAU and PLYN, subject to the contributions in Section
                                         4; provided however, in the event PLYN contributes the minimum $225,000 USD in Section
                                         4(d) then in that event PLYN shall be entitled to the Board seats specified in this Section
                                         10.1.



 


		10.2	Officers. The
                                         officers of the Joint Venture shall be the persons from time to time designated by mutual
                                         agreement of PLYN and PAU, subject to the contributions in Section 4. with the initial
                                         officers being as follows:



 


President:
TBD by mutual agreement


Vice
President: TBD by mutual agreement


Treasurer:
TBD by mutual agreement


Secretary:
TBD by mutual agreement


 




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		10.3	Major
                                         Decisions. No Major Decisions (as defined below) shall be taken unless
                                         such Major Decisions are first approved by the Parties. For purposes of this Agreement,
                                         Major Decisions means the following: (a) Any equity financing of the Joint Venture Company;
                                         (ii) Amending its Articles of Incorporation or Bylaws; (iii) Changing the size of the
                                         Board of Directors; (iv) granting any encumbrance, lien, pledge or security interest
                                         in the assets of the Joint Venture Company; (v) borrowing of money in excess of $50,000;
                                         (vi) lending or granting any credit or making any advance to any person otherwise than
                                         in the ordinary course of business of the Joint Venture Company; (vii) removing any director
                                         appointed by the Parties (other than for cause);or (viii) holding any meeting of the
                                         shareholders, unless each of the Parties is present, whether in person or by proxy; (ix)
                                         making any payment (by check, wire transfer or otherwise) in excess of $25,000 to any
                                         person; or (x) appointing or dismissing any Officer of the Joint Venture Company.



 


10.4.
Capital Stock. Other than the common equity ownership issued to the Parties pursuant to this Agreement, there shall be
no other capital stock, shares, bonds, options, rights, or derivatives authorized or issued in or for NewCo without the written
consent of PLYN or PAU.


 


	11.	MUTUAL
                                         RIGHT OF PARTICIPATION 



 





	 	11.1	PAU and NewCo hereby agree that PLYN shall have the right of first refusal to invest in any offering of securities of PAU or NewCo,
for the purpose of acquisition or exploration of mineral properties on the terms and conditions specified by the proposed offering
of PAU or NewCo. PAU and/or NewCo each agrees to notify PLYN in writing if PAU and/or NewCo intend to raise capital for the specific
purpose of acquisition or exploration of a mining property, which notice shall include a description of the property and the terms
and conditions of the proposed securities offering. If PLYN does not agree within five (5) business days to invest in the proposed
offering of securities, then PAU and/or NewCo may proceed with the subject offering without further obligation to PLYN.






 


	12.	REPRESENTATIONS
                                         AND WARRANTIES OF PAU



 


		12.1	PAU
                                         hereby represents and warrants to PLYN as follows:



 


		12.1.1	Existence
                                         and Good Standing. PAU is a Canada corporation, duly formed, validly existing and
                                         in good standing under the laws of the state of Canada.



 


		12.1.2	Execution,
                                         Delivery and Performance of Agreement. PAU has the power and authority to execute,
                                         deliver and perform fully its obligations under this Agreement.



 


		12.1.3	Enforceability.
                                         The execution, delivery and performance of this Agreement and the consummation of the
                                         transactions contemplated hereby have been duly and validly authorized by all necessary
                                         action on the part of PAU and constitute the valid and legally binding obligations of
                                         PAU enforceable against it in accordance with its terms.



 


		12.1.4	No
                                         Conflict. Neither the execution of this Agreement, nor the performance by PAU of
                                         its obligations hereunder will violate or conflict with PAU’s entry into or performance
                                         under this Agreement or PAU’s organizational documents, or any applicable Law or
                                         Order.



 


		12.1.5	Consents.
                                         No consent of any third party or Governmental Authority is required in connection with
                                         the execution and delivery by PAU of this Agreement and/or the consummation of the transactions
                                         contemplated hereby.



 


 




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		12.1.6	Control
                                         of Silver Bow and Blue Horse Claims. PAU has a good and marketable Option Agreement
                                         to one-hundred-and-two (102) lode mineral claims (collectively, the "Silver Bow
                                         Claims") and one (1) patented mining claim Lease Agreement (the "Blue Horse
                                         Claim"), all of which are located in Nye County, in the State of Nevada.



 





	13.	
REPRESENTATIONS AND WARRANTIES OF PLYN






 


		13.1	PLYN
                                         hereby represents and warrants to PAU as follows:



 


		13.1.1	Existence
                                         and Good Standing. PLYN is a Nevada Corporation, duly formed, validly existing and
                                         in good standing under the laws of the state of Nevada.



 


		13.1.2	Execution,
                                         Delivery and Performance of Agreement. PLYN has the power and authority to execute,
                                         deliver and perform fully its obligations under this Agreement.



 


		13.1.3	Enforceability.
                                         The execution, delivery and performance of this Agreement and the consummation of the
                                         transactions contemplated hereby have been duly and validly authorized by all necessary
                                         action on the part of PLYN and constitute the valid and legally binding obligations of
                                         PLYN enforceable against it in accordance with its terms.



 


		13.1.4	No
                                         Conflict. Neither the execution of this Agreement, nor the performance by PLYN of
                                         its obligations hereunder will violate or conflict with PLYN’s entry into or performance
                                         under this Agreement or PLYN’s organizational documents, or any applicable Law
                                         or Order.



 


		13.1.5	Consents.
                                         No consent of any third party or Governmental Authority is required in connection with
                                         the execution and delivery by PLYN of this Agreement and/or the consummation of the transactions
                                         contemplated hereby.



 





	14.	
COVENANTS AND AGREEMENTS.






 


		14.1	Further
                                         Assurances. After the date hereof, at the reasonable request of the other Party,
                                         PAU and PLYN shall execute and deliver or cause to be executed and delivered to the other
                                         Party such bills of sale (or other instruments) as required by this Agreement, in order
                                         to implement the transactions contemplated by this Agreement.



 


		14.2	No
                                         other warranties; limitation of liability. Neither Party makes any representations
                                         nor warranties, express, implied, or otherwise, except for the representations and warranties
                                         set forth in this agreement.



 


15.  
INDEMNIFICATION.


 


		15.1	Survival;
                                         Right to Indemnification Not Affected By Knowledge or Materiality.



 


		15.1.1	All
                                         representations, warranties, covenants, and obligations in this Agreement, will survive
                                         the execution of this Agreement.



 


		15.1.2	The
                                         right of the Indemnified Party to indemnification for losses or other remedy based on
                                         breach of the representations, warranties, and/or covenants set forth in this Agreement
                                         will not be affected by the closing of the transaction contemplated by this Agreement,
                                         or any information of which the Indemnified Party may have imputed or constructive knowledge
                                         prior to the date of this Agreement, provided that the rights and remedies of the Indemnified Party in respect of any of the foregoing shall not extend to any event or matter which otherwise might have affected
such rights and remedies as provided in any specific written waiver or release by the Indemnified Party.



 


 




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		15.1.3	For
                                         the purpose of determining whether there is a claim for losses under this Section and
                                         calculation of the amount of such losses, any qualification of any representation or
                                         warranty by reference to the materiality of matters stated therein, and any limitations
                                         of such representations as being to the knowledge of any person, or words to similar
                                         effect, shall be disregarded.



 


		15.2	Indemnification



 


		15.2.1	Subject
                                         to the limitations in Section 15.3 below, and in consideration of the agreements contained
                                         herein, each Party shall defend, indemnify and hold the other Party harmless from and
                                         against any losses, liabilities or expenses, including reasonable attorney’s fees,
                                         directly incurred by it resulting from any Third-Party Action that is instituted against
                                         it, resulting from or arising out of any breach of any of the representations or warranties
                                         made by such Party to the other Party in or pursuant to this Agreement.



 


		15.3	Limitations
                                         on Indemnification.



 


		15.3.1	The
                                         right to indemnification under Section 15.2 is subject to the following limitations:



 


		15.3.1.1	Neither
                                         Party shall have any liability under Section 15.2 unless the other Party gives prompt
                                         written notice to the Indemnifying Party asserting a claim for losses, including reasonably
                                         detailed facts and circumstances pertaining thereto, before the expiration of a period
                                         of three (3) years after the date hereof for all claims of any type or nature whatsoever.



 


		15.4	Defense
                                         of Third-Party Actions.



 


		15.4.1	Promptly
                                         after receipt of notice of any Third-Party Action, any person who believes he, she or
                                         it may be an Indemnified Person will give prompt written notice to the potential Indemnifying
                                         Person of such action.



 


		15.4.2	Upon
                                         receipt of a written notice of a Third-Party Action, the Indemnifying Person shall control
                                         the defense and settlement of such Third-Party Action. The Indemnified Person shall render
                                         all assistance as shall be reasonable and shall have the right to participate in and
                                         appoint its own counsel (at its own cost) and be present at the defense of such Third-Party
                                         Action, but not to control the defense, negotiation, or settlement thereof, which control
                                         shall remain with the Indemnifying Person.



 


	16.	Payment
                                         of Indemnification.



 


Subject
to Section 15 above, claims for indemnification under this Section 16 shall be paid or otherwise satisfied by Indemnifying Persons
within thirty (30) days after receipt of written notice thereof given by the Indemnified Person in writing.


 





	17.	REMEDIES






 


		17.1	Survival.
                                         The provisions contained in Sections 15, 16, 18.4, 18.5, 18.6, Exhibit B, f. g and i.
                                         shall survive any termination of this Agreement.



 


 




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	18.	MISCELLANEOUS



 


		18.1	Project
                                         Estimate. The Phase 1 Estimate is attached hereto and made a part hereof as Exhibit
                                         A.



 


		18.2	Standard
                                         Terms and Conditions. The Parties agree that Exhibit B attached hereto on
                                         Standard Terms and Conditions is deemed part of this Agreement for all purposes as though
                                         fully set forth herein. Further, the Parties agree and acknowledge that any other Exhibits
                                         or Schedules that are made a part of this Agreement or provided in connections with this
                                         Agreement are deemed to be a part of this Agreement for all purposes.



 


		18.3	Counterparts
                                         and eSign. This Agreement may be executed via electronic signature or via facsimile
                                         and in counterparts, each of which is deemed an original, and any Party hereto may execute
                                         any such counterpart, all of which, when taken together, constitute one and the same
                                         instrument. Further, said adopted electronic or
                                         digital signatures and initials shall in all respects be considered binding upon the
                                         Parties, in accordance with United States law and regulations, including the Uniform
                                         Electronic Transactions Act (UETA) and the Uniform Signatures in Global and National
                                         Commerce Act (E-SIGN).



 


		18.4	Confidentiality.
                                         Each Party will keep confidential, not disclose and not use for its own benefit (and
                                         will cause its subsidiaries, employees, officers and directors to keep confidential,
                                         not disclose, and not use for their own benefit) any information, whether written, oral
                                         or in electronic format and whether or not identified as “confidential” at
                                         the time of its disclosure, obtained with respect to the other Party or its subsidiaries,
                                         employees, officers and directors as a result of the transaction contemplated hereby
                                         or either Party’s due diligence process in connection herewith (“Confidential
                                         Information”). The obligation set forth in the preceding sentence will not apply
                                         to Confidential Information which (a) is in the public domain on the date hereof, (ii)
                                         enters the public domain after the date hereof (other than by reason of the breach of
                                         any confidentiality obligation), (iii) was known to the receiving Party prior to receipt
                                         from the disclosing Party, (iv) is independently developed by the receiving Party after
                                         the date hereof, (v) is disclosed to the receiving Party by a third-party not in violation
                                         of the proprietary or other rights of the other Party or (vi) is disclosed pursuant to
                                         a requirement of law or judicial process.



 


		18.5	Expenses.
                                         Each of the parties hereto shall bear its respective expenses incurred or to be incurred
                                         in connection with the execution and delivery of this Agreement and the consummation
                                         of the transactions contemplated hereby of the legal fees incurred in connection with
                                         (i) drafting this Agreement, (ii) forming and authorizing the Joint Venture Company to
                                         transact business as a foreign corporation, if required and (iii) Regulation D compliance
                                         in connection with the Joint Venture Company’s sale of securities to PAU and PLYN.
                                         Any additional costs such as SEC filing fees, etc. with respect to either PAU or PLYN
                                         shall be borne by the respective Parties.



 


		18.6	No
                                         Assignment. The rights and obligations of the parties hereunder may not be assigned
                                         without the prior written consent of the other Party hereto.



 


		18.7	Retention
                                         of Final Records. Accounting and other administrative records including the final
                                         original records of the Joint Venture and any other records relating to the Joint Venture
                                         shall be retained at the office of PLYN upon completion of the Project(s) performed by
                                         the Joint Venture.



 


 


SIGNATURE
PAGE FOLLOWS


 


 


 




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SIGNATURE
PAGE 


 


 


Dated
this 8th day of January 2021. 


 





	 	JOINT VENTURER:
	 	Palayan
Resources Inc.
	 	 
	 	 
	 	 	 
	 	By:
James E. Jenkins, Its CEO
	 	 
	 	 
	 	JOINT VENTURER:
	 	Provenance Gold Corporation and
	 	Provence Gold Corporation USA,
	 	a Wholly owned subsidiary of Provenance Gold Corporation.
	 	 
	 	 
	 	 	 
	 	By:
Rauno Perttu, Its CEO
	 	 



 


 


 


 


 




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EXHIBIT
A


PHASE
I ESTIMATE


(All
amounts in USD)


 


 


Drill
Budget for Initial Blue Horse Drilling in $USD – Major Expenses


	Shaft fencing, road repair, pad construction	 	 	 	 	 	$	30,000
	Drilling 8,000 (20 holes) at $32/foot	 	 	 	 	 	$	256,000
	Initial assaying 1,600 samples at $30/sample	 	 	 	 	 	$	48,000
	Follow-up metallurgy sampling	 	 	 	 	 	$	5,000
	Geologist, assistant 25 days - ($1,000 per day)	 	 	 	 	 	$	25,000
	Food, lodging – 25 days - ($200 per day)	 	 	 	 	 	$	5,000
	Travel	 	 	 	 	 	$	6,000
	 	 	 	Total	 	 	$	375,000



 


OPTIONAL
PROJECT


The
flow dome drilling can start in early March, after permitting and when snow is not an issue.  Here is a short cost summary
below for the first testing of the domes:  (this is optional and in another area of the Silver Bow property as discussed
today but has a good chance for high grade intercepts, similar to goldfields and Tonopah mines).


	Permitting, bonding	 	 	 	 	 	$	30,000
	Road Construction	 	 	 	 	 	$	10,000
	Drilling 7,000 (12 holes) at $35/foot	 	 	 	 	 	$	245,000
	Assaying 1,400 samples at $30/sample	 	 	 	 	 	$	42,000
	Geologist, assistant 25 days - ($1,000 per day)	 	 	 	 	 	$	25,000
	Food, lodging – 25 days - ($200 per day)	 	 	 	 	 	$	5,000
	Travel	 	 	 	 	 	$	6,000
	 	 	 	Total	 	 	$	363,000






Notes:


*difference
in footage cost is water haul


**Geologist
stays same because he must be there for road construction


  


 


 




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EXHIBIT
B


STANDARD
TERMS and CONDITIONS


And
MANDATORY ARBITRATION


 


	a.	Time.
                                         Time is of the essence in this Agreement and the transactions contemplated by it.



 


	b.	Good
                                         faith and Fair dealing. The Parties agree this Agreement imposes an implied duty
                                         of good faith and fair dealing on all the respective obligations of the Parties.



 


	c.	Fair
                                         meaning. This Agreement shall be construed in accordance with its fair meaning and
                                         not for or against either Party on account of which Party drafted this Agreement.



 


	d.	Entire
                                         Agreement. This Agreement constitutes the entire agreement between the Parties hereto
                                         relating to the subject matter hereof, and supersedes and replaces all prior writings,
                                         discussions and rights relating thereto; and no obligation of any kind relating thereto
                                         is assumed by or implied against either Party hereto except for those obligations expressly
                                         stated herein and those imposed by common law. This Agreement may only be amended by
                                         a written instrument signed by the Parties hereto.



 


	e.	No
                                         Representations.  No Party to this Agreement has made any representation that
                                         is not contained herein.  If such a representation has been made, is made, or is
                                         alleged to have been made, all Parties hereby expressly disclaim any reliance upon any
                                         representation not contained in this Agreement, regardless of whether such representation
                                         is or was made (or alleged to have been made) before or after this Agreement was executed.



 


	f.	Governing
                                         Law, Exclusive Jurisdiction and Waiver of Jury Trial. The laws of State of Nevada
                                         shall govern all issues concerning the relative rights of the Parties, without giving
                                         effect to any choice of law or conflict of law provision or rule or treaty that would
                                         cause the application of the laws of any jurisdictions other than the State of Nevada.
                                         Subject to the Mandatory Arbitration clause herein  each Party hereby irrevocably
                                         submits to the exclusive jurisdiction of the Courts and Arbitrators sitting in the County
                                         of Clark, State of Nevada,  and hereby irrevocably waives, and agrees not to assert
                                         in any arbitration, suit, action or proceeding, any claim that it is not personally subject
                                         to the jurisdiction of such Court(s) or Arbitrators, that such suit, action or proceeding
                                         is brought in an inconvenient forum or that the venue of such suit, action, arbitration,
                                         or proceeding is improper. Each Party hereby irrevocably waives personal service of process
                                         and consents to process being served in any such suit, action or proceeding by mailing
                                         a copy thereof to such Party at the address for such notices to it under this Agreement
                                         and agrees that such service shall constitute good and sufficient service of process
                                         and notice thereof. Nothing contained herein (or in any Treaty or Treaty Obligations)
                                         shall be deemed to limit in any way any right to serve process in any manner permitted
                                         by law.   EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE,
                                         AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
                                         OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
                                         HEREBY.



 


	g.	Mandatory
                                         Binding Arbitration.  Any and all disputes,
                                         controversies or claims, including any and all disputes, controversies, and claims between
                                         the Parties before, during and after the Closing of this Agreement; or arising out of
                                         or relating to this Agreement, or the making, performance, or interpretation thereof,
                                         including the issues of fraud, and misrepresentation shall be fully and finally settled
                                         by mandatory binding arbitration in accordance with the Commercial Rules of the American
                                         Arbitration Association, then existing. The arbitration shall take place in County of
                                         Clark, State of Nevada. This mandatory obligation to arbitrate shall survive the Closing
                                         of this Agreement. The obligation of the Parties to submit to binding arbitration
                                         is their sole and exclusive remedy at law or equity and this obligation shall survive
                                         Closing and or the termination of this Agreement.



 


 




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	h.	Attorney’s
                                         Fees and Costs. If legal action or any arbitration or other proceeding is brought
                                         for the enforcement of this Agreement, or because of any alleged dispute, breach, default,
                                         or misrepresentation, in connection with any of the provisions of this Agreement, the
                                         successful or Predominately Prevailing Party or Parties shall be entitled to recover
                                         reasonable attorney's fees and other costs incurred, including expert witness fees, in
                                         that action or proceeding, in addition to any other relief to which it or they may be
                                         entitled.



 


	i.	Notices.
                                         All Notices and other communications related to this Agreement shall be in writing (each
                                         a “Written Notice” or “Notice”) and transmitted or delivered
                                         to the applicable address noted below.  Notices may be sent by (i) email with an
                                         electronic return receipt and electronic delivery notice., (ii) first class mail, postage
                                         prepaid, or (iii) Federal Express or other reputable overnight delivery service (for
                                         delivery the next business day).



 





	 	PLYN	Palayan Resources
Inc.
	 	 	c/o James Jenkins
	 	 	850 Teague Trail, #580
	 	 	Lady Lake, FL 32159
	 	 	jjenkins@palayanresourcesinc.com
	 	 	 
	 	With a copy to:	Giannetto Law
	 	 	c/o Charles Giannetto, Esq.
	 	 	8815 Conroy Windermere RD., #104
	 	 	Windermere, FL 32835
	 	 	P/F 321 2893 049
	 	 	charlie@giannettolaw.com
	 	 	 
	 	PAU/ProGold:	Provenance Gold Corp.
	 	 	ATTN: Rauno Perttu
	 	 	Suite 2200, HSBC Building, 885 West Georgia St.
	 	 	Vancouver, BC  V6C 3E8 Canada
	 	 	rkperttu@gmail.com
	 	 	 
	 	With a copy to:	Sam Cole, Esquire
	 	 	Cassels Brock & Blackwell LLP
	 	 	Suite 2200, HSBC Building, 885 West Georgia St.
	 	 	Vancouver, BC  V6C 3E8 Canada
	 	 	scole@cassels.com






 


	j.	Severability.
                                         In the event of the invalidity or unenforceability of any one or more of the provisions
                                         of this Agreement, such illegal or unenforceable provisions shall be severed and shall
                                         not affect the validity or enforceability of the other provisions hereof, and such other
                                         provisions shall be deemed to remain in full force and effect.



 


	k.	Further
                                         Assurance. The Parties shall at their own cost and expense execute and deliver such
                                         further documents and instruments and shall take such other actions as may be reasonably
                                         required or appropriate to carry out the intent and purposes of this Agreement.



 


	l.	Legal
                                         Representation. Each Party has been represented by independent legal counsel in connection
                                         with this Agreement, or each has had the opportunity to obtain independent legal counsel
                                         and has waived such right.



 








	m.	Ability
                                         to Enter into Agreement. The Parties represent that they are legally able to enter
                                         into this Agreement and no legal or judicial impediment exists including but not limited
                                         to regulatory constraints or court orders. The Parties represent that their respective
                                         corporations or companies or the business entity doing business hereunder is in good
                                         standing with the state of incorporation or formation; and their respective companies
                                         or corporations have duly authorized this Agreement.





 


 






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