Exhibit 4.5


 


MANAGEMENT SERVICES AGREEMENT


 


THIS AGREEMENT is effective this 1st day of March,
2020.


 


BETWEEN:


 


NEW FOUND GOLD CORP., a
company incorporated under the laws of Ontario and having its address at 69 Yonge Street, Suite 1010, Toronto, Ontario,
M5E 1K3


 


(the “Company“)


 


OF THE FIRST PART


 


AND:


 


Bruno Management Services Corporation,
a company incorporated

 under the laws of Ontario and having its office at 1020-69 Yonge St.,

 Toronto, Ontario, M5E1K3


 


(“Bruno“)


 


OF THE SECOND PART


 


WHEREAS: The Company and its subsidiaries
carry on the business of mineral exploration and development in Canada and elsewhere and the Company wishes to retain Bruno
as an independent contractor to provide certain management and administrative consulting services to the Company on the terms
and conditions of this Agreement.


 


NOW THEREFORE THIS
AGREEMENT WITNESSES THAT in consideration of the mutual covenants and agreements contained herein the parties hereto covenant
and agree as follows:


 


1.                       ENGAGEMENT


 


1.1                     Engagement
of Bruno. The Company hereby retains and engages Bruno and Bruno hereby accepts such retainer and engagement
to perform the services described in Section 2 hereof on the terms and conditions hereinafter set forth (the “Engagement”).


 


1.2                     Period
of Engagement. The period of Bruno's Engagement under this Agreement (the “Period of Engagement”)
shall commence on the date hereof and shall continue until otherwise terminated as set forth herein.


 


2.                       SERVICES


 


2.1                     Services.
During the Period of Engagement, Bruno will provide certain management consulting services to the Company and its subsidiaries
(collectively referred to as the “Company”) as
may be requested by and at the direction of the Board of Directors of the Company (the “Board”) from time to
time and as are reasonably within the expertise and experience of Bruno and its designated personnel including:


 


		(a)	guidance, advice and services
                                         with respect to strategic planning, future growth, projects and business activities;



 




    


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		(b)	guidance and advice in relation to the day to
                                         day operation and business of the Company;



 


		(c)	guidance and advice concerning
                                         proposed acquisitions, divestitures, joint ventures and business combinations;



 


		(d)	guidance and advice concerning
                                         any mineral properties owned by the Company or interests in mineral properties acquired
                                         by the Company;



 


		(e)	guidance and advice in connection
                                         with communications with the shareholders of the Company and responding to shareholder
                                         inquiries;
	 	 	 
	 	(f)	other mutually agreed services.



 





2.2                     Performance
of Engagement. The Engagement to be performed by Bruno will be performed only by Denis Laviolette (the “Designated
Representative”), who will be granted the executive title of President to facilitate the fulfilment of the Engagement
hereunder.


 


2.3                     Contractual
Right of Absence The Company acknowledges that the Designated Representative has a contractual right with Bruno to
an absence of four weeks per calendar year without any reduction of the Basic Fee.


 


3.                       FEES


 


3.1                     Base
Fee. During the Period of Engagement, the Company shall pay Bruno a total base fee (the “Base
Fee”) at the rate of C$17,500 per month payable monthly
on the first day of every month and Bruno shall provide the Company with an invoice for the Base Fee on a timely basis. The
amount of Bruno's Base Fee shall be subject to annual review by the Board. While the Company guarantees the total amount of
Bruno's Base Fee, such payment may be satisfied in whole or in part by payments from the Company's subsidiaries.


 


3.2                     Signing
Bonus. No signing bonus will be awarded to Bruno.


 


3.3                     Incentive
Fee. In addition to the Base Fee and Signing Bonus provided for in Section 3.1 and 3.2 hereof, Bruno shall be
eligible for an incentive fee (the “Incentive Fee”). The amount to be awarded is subject to the discretion
of the Board. Such Incentive Fee may be satisfied in whole or in part by payments from the Company's subsidiaries and may be payable
in shares of the Company at the option of the Bruno.


 


3.4                     Stock
Options. The Board of the Company from time to time, may decide to grant options to Bruno.


 


4.                       BENEFITS


 


4.1                     Right
to Participate. During the Period of Engagement the Company will offer to the Designated Representative and his partner
and dependent children the right to participate in all benefit programs maintained by the Company that are available to its senior
executives, including medical and dental benefits, subject to the terms and conditions of the applicable benefit policy or plan.


 




    


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5.                       EXPENSES


 


5.1                     Reimbursement
of Expenses. The Company will pay or reimburse Bruno for such reasonable travel, entertainment or other business expenses
as may be incurred by Bruno or the Designated Representative on behalf of the Company during the Period of Engagement in connection
with the performance of its duties hereunder, but only to the extent that such expenses were either specifically authorized
by the Company or incurred in accordance with policies established by the Board and provided that Bruno shall furnish the Company
with such evidence relating to such expenses as the Company may reasonably require to substantiate such expenses.



 


6.                       TERMINATION
OF ENGAGEMENT


 


6.1                     Circumstances
of Termination. Notwithstanding the terms set forth in Section 1. hereof, the Engagement may be terminated under
any of the following circumstances:


 


		(a)	Change of Designated
                                         Employee. At the option of the Company in the event that the Designated Representative
                                         changes from Denis Laviolette or he is unable to perform the services as a result of death
                                         or permanent disability;



 


		(b)	Fundamental Breach.
                                         At the option of the Company upon the occurrence of any action set forth below (“Fundamental
                                         Breach”). Fundamental Breach shall mean:



 


		(i)	Bruno or the Designated
                                         Representative's conviction for, or guilty plea to, any criminal offence. An “offence“
                                         means:



 


		·	a
                                         summary conviction or indictable offence under the Criminal Code (Canada); or



 


		·	a
                                         quasi-criminal offence (for example under the Income Tax Act (Canada), the Immigration
                                         Act (Canada) or the tax, immigration, drugs, firearms, money laundering or securities
                                         legislation of any jurisdiction including The Proceeds of Crime (Money Laundering)
                                         and Terrorist Financing Act of Canada;



 


		(ii)	Brunos' or the Designated
                                         Representative's engagement in conduct that constitutes wilful neglect or wilful misconduct
                                         in carrying out their duties under this Agreement, resulting, in either case, in material
                                         harm to the financial condition or reputation of the Company and its subsidiaries (considered
                                         on an aggregate basis);



 


		(iii)	Bruno's or the Designated
                                         Representative's wilful breach of Sections 9, 10 or 11 of this Agreement;



 


		(iv)	Bruno's or the Designated
                                         Representative's failure to substantially perform the services to be rendered by Bruno
                                         hereunder after receipt of written notice from the Board and a reasonable opportunity
                                         (but in no event more than 5 days after notice was delivered) for Bruno or its Designated
                                         Representative to cure such non-performance; or



 


		(v)	Bruno's or the Designated
                                         Representative's failure to adhere to, or take affirmative steps to carry out, any legal
                                         and proper directive of the Board, after receipt of written notice from the Board and
                                         a reasonable opportunity (but in no event more than 5 days after notice was delivered)
                                         to cure such non-adherence or failure to act.



 









    


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		(c)	Not for Fundamental
                                         Breach. At the option of the Company at any time for any reason other than those
                                         referred to above or for no reason at all, whereupon the Company shall become obligated
                                         to make those payments set forth in Section 7.1(c) hereof, provided that in
                                         the event that the termination of the Engagement pursuant to this Section 6.1(c) takes
                                         place within 12 months following a Change of Control (as hereinafter defined), the Engagement
                                         shall be deemed to have been terminated pursuant to section 6.1(e) and the Company
                                         shall be obligated to make those payments set forth in Section 7.1(d).



 


		(d)	On Notice by Bruno. At the option
                                         of Bruno on providing to the Company with 60 days prior written notice in accordance
                                         with section 6.2.



 


		(e)	Change of Control.
                                         At the option of Bruno or the Company at any time within 60 days following a change
                                         of control (a “Change of Control”). Change of Control shall
                                         mean:



 


		(i)	the acquisition directly
                                         or indirectly by any person or group of persons acting in concert, as such terms are
                                         defined in the Securities Act, British Columbia, of common shares of the Company
                                         which, when added to all other common shares of the Company at the time held directly
                                         or indirectly by such person or persons acting in concert, totals over 50% of the outstanding
                                         common shares of the Company, provided such person or group of persons did not hold over
                                         50% of the outstanding common shares of the Company prior to such acquisition;



 


		(ii)	the removal, by extraordinary
                                         resolution of the shareholders of the Company, of more than 50% of the then incumbent
                                         directors of the Company, or the election of a majority of directors to the Company's
                                         board who were not nominees of the Company's incumbent board at the time immediately
                                         preceding such election;



 


		(iii)	completion of a business
                                         combination transaction or other reorganization involving the Company under which, following
                                         such transaction, the shareholders of the Company immediately prior to such business
                                         combination or other reorganization hold less than 50% of the total voting securities
                                         of the resulting or successor corporation following such completion; or



 


		(iv)	a sale of all or substantially
                                         all of the Company's assets.



 


6.2                     Notice
of Termination. Any termination of the Engagement by Bruno or the Company (other than termination pursuant to Section 6.1(a) hereof)
shall be communicated by a written notice of termination in accordance with Section 12.1 (“Notice of Termination“).
If a Notice of Termination is given by the Company or Bruno, such notice shall indicate the specific termination provision
in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances that provide a basis for termination
of the Engagement under the provision so indicated. For purposes of this Agreement, the “Date of Termination“ shall
be the date on which the Notice of Termination is delivered except that with respect to Section 6.1(a) the “Date
of Termination“ shall be the date of the Designated Employee's death or permanent disability, and with respect to Section 6.1(d),
the “Date of Termination“ shall be the Date of Termination specified in the Notice of Termination, such date to be at
least 30 days from the date of delivery of the Notice of Termination (the “Date of Termination”).


 




    


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7.                       PAYMENTS
UPON TERMINATION OF ENGAGEMENT


 


7.1                     Payments.
In the event that the Engagement is terminated, the following payments shall become due:


 


		(a)	If the Company terminates
                                         the Engagement for Fundamental Breach or if Bruno voluntarily terminates the Engagement
                                         in accordance with Section 6.1(d), the Company's obligation to compensate Bruno
                                         shall in all respects cease as of the Date of Termination, except that the Company shall
                                         pay Bruno the Base Fee accrued under Section 3.1 and the reimbursable expenses
                                         incurred under Section 5 of this Agreement up to such Date of Termination (the
                                         “Accrued Obligations”);



 


		(b)	If the Engagement is terminated
                                         pursuant to Section 6.1(a), the Company's obligation to compensate Bruno shall
                                         in all respects cease as of the Date of Termination, except that within 30 days after
                                         the Date of Termination the Company shall pay Bruno the Accrued Obligations; and



 


		(c)	If the Engagement is terminated
                                         by the Company pursuant to Section 6.1(c), the Company's obligation to compensate
                                         Bruno shall in all respects cease, except that within 30 days after the Date of Termination
                                         the Company shall pay Bruno a termination fee equal to 18 months of the Base Fee plus
                                         any Accrued Obligations



 


		(d)	If the Engagement is terminated
                                         pursuant to Section 6.1(e), the Company's obligation to compensate Bruno shall
                                         in all respects cease, except that within 30 days after the Date of Termination the Company
                                         shall pay Bruno (i) a termination fee equal to 24 months of the Base Fee, (ii) an
                                         amount equal to any Incentive Fee paid to Bruno in the preceding 24 months, and (iii) any
                                         Accrued Obligations.



 


7.2                     Release
and Satisfaction. With respect to Bruno and the Designated Representative, his respective heirs and their successors
and assigns, upon payment by the Company of the amounts provided under Section 7.1 hereof, shall release, relinquish and
forever discharge the Company and its subsidiaries, any director, officer, executive, shareholder or agent of the Company and
its subsidiaries from any and all claims, damages, losses, costs, expenses, liabilities or obligations, whether known or unknown
(other than any such claims, damages, losses, costs, expenses, liabilities or obligations, which Bruno or the Designated Representative
has incurred or suffered or may incur or suffer as a result of Bruno's engagement by the Company or the termination of such
engagement other than as a result of the gross negligence of the Company. As a condition for making any payments provided under
Section 7.1 hereof, the Company may require Bruno and the Designated Representative to execute a release reconfirming
its agreement with the provisions of this Section 7.2.


 


7.3                     Effect
on this Agreement. Any termination of the Engagement under this Agreement shall not affect the continuing operation and
effect of Sections 7.2, 9, 10 and 11 hereof, which shall continue in full force and effect with respect to the Company, Bruno
and its successors and assigns. Nothing in Section 7 hereof shall be deemed to operate or shall operate as a release, settlement
of discharge of any liability to the Company or others from any action or omission by Bruno enumerated in Section 6.1(b) hereof
as a possible basis for termination of Bruno's engagement for Fundamental Breach.


 




    


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8.                       RELATIONSHIP
OF THE COMPANY AND BRUNO


 


8.1                     The
Company acknowledges that during the Period of Engagement Bruno may engage in other business activities for gain, profit or
other pecuniary advantage, including without limitation, the provision of services to other public and private companies similar
or identical to those to be rendered to the Company provided that such activities do not conflict with or interfere in any way
with the Engagement of Bruno to the Company hereunder.


 


8.2                     Bruno
will and will cause its Designated Representative to perform all services on behalf of the Company hereunder as an independent
contractor, and neither the Designated Representative nor Bruno nor any of its directors, officers, employees, agents or services
will, in the performance of the services hereunder, be considered to be partners, employees or servants of the Company or, except
to the extent permitted hereunder, as agents of the Company. To the extent necessary to permit Bruno and the Designated Representative
to perform the services required hereunder, the Company will provide evidence of the authority of Bruno and its Designated
Representative hereunder.


 


9.                      ACCESS
TO INFORMATION


 


9.1                     Confidential
Information. This Agreement applies to all data, records, reports, opinions, charts, samples, documents, and all other information
whatsoever (the “Information”), whether in written, oral or electronic form, and whether or not noted
thereon to be confidential, pertaining to the business and affairs of the Company disclosed or provided to Bruno, its directors,
officers employees or agents, or to which Bruno, its directors, officers, employees, or agents are given access by the Company
or its directors, officers, employees or agents, except that this Agreement shall not apply to, and the Information shall not
include:


 


		(a)	information which at the date hereof is disclosed
                                         in the public domain;



 


		(b)	information which after the
                                         date hereof is published or otherwise becomes part of the public domain through no fault
                                         or action of Bruno or any of its directors, officers, employees or agents;



 


		(c)	information which Bruno
                                         can prove was in its possession prior to the date hereof and was not acquired by Bruno
                                         directly or indirectly from the Company or anyone under an obligation of confidentiality
                                         to the Company; and



 


		(d)	information received by Bruno
                                         without restriction as to disclosure from a third party who has the lawful right to disclose
                                         the same.



 


9.2                     Agreement
to Keep Information Confidential. Bruno acknowledges the confidential and proprietary nature of the Information and
will keep all Information in strict confidence and will not disclose or dispose of any of the Information to any third party provided
that:


 


		(a)	Information may be disclosed
                                         to those of Bruno's directors, officers, employees and agents who need to know the
                                         Information for the purposes of Bruno evaluating and assessing the Information, all
                                         of whom shall be directed by Bruno to treat the Information confidentially pursuant
                                         to this Agreement;



 


		(b)	Bruno may disclose the
                                         Information pursuant to the order of any government, judicial or regulatory authority
                                         after giving prior notice to the Company and marking the Information to show that it
                                         is confidential to Bruno under the terms of this Agreement; and







    


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		(c)	any disclosure of Information
                                         may be made to which the Company gives its prior written consent.



 


10.                     USE
OF CONFIDENTIAL INFORMATION


 


10.1                   Restricted
Use of Information. Bruno and its directors, officers, employees and agents will use the Information only for the purpose
of assessing and furthering their own knowledge of the Company's business and affairs in order to provide the services under the
Engagement and for no other purpose. Bruno acknowledges that it, and its directors, officers and employees, are in a special
relationship with the Company.


 


10.2                    Information
the Property of the Company. All documents, information or other material relating to the business of the Company prepared
or received by Bruno during the continuance of this Agreement shall be the property of the Company. Bruno shall and shall
cause its directors, officers, employees and agents, upon termination of this Agreement, immediately deliver up to the Company
all such documents, information and materials (including but not limited to correspondence, documents, papers and other property)
belonging to the Company which may be in the possession or control of Bruno.


 


11.                    COVENANT
NOT TO COMPETE: NO SOLICITATION


 


11.1                  Bruno
not to Compete. Bruno acknowledges and recognizes the highly competitive nature of the Company's business and, in consideration
of the payment by the Company to Bruno of amounts that may hereafter be paid to Bruno pursuant to Section 7.1 hereof,
Bruno agrees that during the period beginning on the Date of Termination and ending on the first anniversary of the Date of
Termination and irrespective of the circumstances under which the Engagement terminates, Bruno will not engage, directly or
indirectly, in any business conducted by the Company within 10 kilometres of the exterior boundaries of any mineral properties
in which the Company has an interest or proposes to acquire an interest as of the Date of Termination. For purposes of this Agreement,
the phrase “engage, directly or indirectly“ shall mean engaging directly or having an interest, directly or indirectly,
as owner, partner, shareholder, employee, independent contactor, capital investor, lender, renderer of consultation services or
advice or otherwise (other than as the holder of less than 5% of the outstanding stock of a publicly-traded corporation), either
alone or in association with others, in the operation of any aspect of any type of business or enterprise engaged in any aspect
of the business conducted by the Date of Termination.;


 


11.2                   Bruno
not to Solicit. Bruno agrees that during the term of this Agreement and irrespective of the circumstances under which
the Engagement terminates, it shall not:


 


		(a)	directly or indirectly solicit
                                         or attempt to solicit any of the employees, agents or representatives of the Company
                                         or affiliates of the Company to leave any of such entities; or



 




    


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		(b)	directly or indirectly solicit
                                         or attempt to solicit any of the employees, agents or representatives of the Company
                                         or affiliates of the Company to become employees, agents or representatives of any other
                                         person or entity.



 


11.3                   Non-Disparagement;
Litigation Assistance. Bruno and the Company agree that after the Date of Termination, neither shall make or cause
to be made, directly or indirectly, any disparaging or derogatory statements about the other or any of their directors, officers,
employees, shareholders or agents, including without limitation the Designated Representative. Bruno also agrees that after
the Date of Termination, it shall, at the request of the Company, render all assistance and perform all lawful acts that the Company
considers necessary or advisable in connection with any litigation involving the Company or any director, officer, employee, shareholder,
agent, representative, consultant, customer or vendor of the Company provided that it pay to Bruno an amount equivalent to
$1000 per day for services provided by Bruno pursuant to this Section 11.3. In the event that the Company requests Bruno's
assistance under this Section 11.3, the Company shall further promptly pay or reimburse it for such reasonable travel expenses
as it may incur in connection with rendering assistance thereunder.


 


11.4                   Definition
of the Company. For purposes of this Section 11, the term the “Company“ shall include the Company and any
and all of its subsidiaries or affiliates.


 


11.5                   Enforcement


 


		(a)	The parties hereto agree
                                         and acknowledge that the covenants and agreements contained herein are reasonably necessary
                                         in duration and scope to protect the reasonable competitive business interests of the
                                         Company.



 


		(b)	Bruno agrees that the
                                         covenants and undertakings contained in Sections 9,10 and 11 of this Agreement relate
                                         to matters which are of a special, unique and extraordinary character and the Company
                                         cannot be reasonably or adequately compensated in damages in an action at law in the
                                         event Bruno breaches any of these covenants or undertakings. Therefore, Bruno agrees
                                         that the Company shall be entitled, as a matter of course, without the need to prove
                                         irreparable injury, to an injunction, restraining order or other equitable relief from
                                         any court of competent jurisdiction, restraining any violation or threatened violation
                                         of any of such terms by Bruno and such other persons as the court shall order.



 


		(c)	Rights and remedies provided
                                         for in this Agreement are cumulative and shall be in addition to rights and remedies
                                         otherwise available to the parties under any other agreement or applicable law.



 


		(d)	In the event that any provision
                                         of this Agreement shall to any extent be held invalid, unreasonable or unenforceable
                                         in any circumstances, the parties hereto agree that the remainder of this Agreement and
                                         the application of such provision of this Agreement to other circumstances shall be valid
                                         and enforceable to the fullest extent permitted by law. If any provision of this Agreement,
                                         or any part thereof, is held to be unenforceable because of the scope or duration of
                                         or the area covered by such provision, the parties hereto agree that the court or arbitrator
                                         making such determination shall reduce the scope, duration and/or area of such provision
                                         (and shall substitute appropriate provisions for any such unenforceable provisions) in
                                         order to make such provision enforceable to the fullest extent permitted by law, and/or
                                         shall delete specific words and phrases, and such modified provision shall then be enforceable
                                         and shall be enforced. The parties hereto recognize that if, in any judicial proceeding,
                                         a court shall refuse to enforce any of the separate covenants contained in this Agreement,
                                         then that unenforceable covenant contained in this Agreement shall be deemed eliminated
                                         from these provisions to the extent necessary to permit the remaining separate covenants
                                         to be enforced. In the event that any court or arbitrator determines that the time period
                                         or the area, or both, are unreasonable and that any of the covenants is to that extent
                                         unenforceable, the parties hereto agree that such covenants will remain in full force
                                         and effect, first, for the greatest time period, and second, in the greatest geographical
                                         area that would not render them unenforceable.





 


 




    


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12.                    MISCELLANEOUS


 


12.1                  Notice.
Any notice required or permitted to be given hereunder shall be given in writing and shall be deemed sufficiently given if
sent by Federal Express or other similar courier service, or via facsimile transmission addressed to the addressee at her or its
address last provided to the sender in writing by the addressee for purposes of receiving notice hereunder or, unless or until
such address shall be so furnished, to the address indicated opposite her or its signature to this Agreement. For purposes of
this Agreement, notice sent in conformity with this Section 12.1 shall be deemed to have been received on the third business
day following the date on which such notices are so sent.


 


12.2                  Modification
and No Waiver of Breach. No waiver or modification of this Agreement shall be binding unless it is in writing signed by
the parties hereto. No waiver by a party of a breach hereof by the other party shall be deemed to constitute a waiver of a future
breach, whether of a similar or dissimilar nature, except to the extent specifically provided in any written waiver under this
Section 12.2


 


12.3                  Governing
Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the Province of
British Columbia and all questions relating to the validity and performance hereof and remedies hereunder shall be determined
in accordance with such law.


 


12.4                  Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same agreement.


 


12.5                  Captions.
The captions used herein are for ease of reference only and shall not define or limit the provisions hereof


 


12.6                  Entire
Agreement. This Agreement constitutes the entire agreement between the parties hereto relating to the matters encompassed
hereby and supersedes any prior oral or written agreements.


 


12.7                  Further
Assurances. The parties shall execute all other documents and do all further things as may be necessary to carry out and
give effect to the intent of this Agreement.


 


12.8                  Severability.
Should any part of this Agreement be declared or held invalid for any reason, that invalidity shall not affect the validity
of the remainder which shall continue in full force and effect and be construed as if this Agreement had been executed without
the invalid portion.


 


12.9                  Time
of Essence. Time shall be of the essence of this Agreement.


 


12.10                Enurement.
This Agreement shall enure to the
benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors
and permitted assigns.


 


12.11                Assignment.
The rights of the Company under this Agreement may, without the consent
of Bruno, be assigned by the Company to any person, firm, corporation, or other business entity which at any time, whether by purchase,
merger, or otherwise, directly or indirectly, acquires all or material portions of the stock, assets or any line of business of
the Company.


 




    


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12.12                 Non-Transferability
of Interest. In the absence of consent by the Company, which shall not be unreasonably withheld, none of the rights of
Bruno to receive any form of fees or compensation payable pursuant to this Agreement shall be assignable or transferable. Any
attempted assignment, transfer, conveyance, or other disposition of any interest in the rights of Bruno to receive any form
of compensation to be made by the Company pursuant to this Agreement shall be void.


 


12.13                 Jurisdiction;
Venue. The parties hereto irrevocably and unconditionally submit to the exclusive jurisdiction of any court sitting in
the province of British Columbia over any suit, action or proceeding arising out of or relating to this Agreement. Service of
any process, summons, notice or document by registered mail addressed to any party shall be effective service of process for any
action, suit or proceeding brought against such party in any such court. The parties hereto, irrevocably and unconditionally waive
any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such
suit, action or proceeding brought in any such court has been brought in an inconvenient forum. A final judgment in any suit,
action or proceeding brought in any such court shall be conclusive and binding upon the parties and may be enforced in any other
courts to whose jurisdiction a party is or may be subject, by suit upon such judgment.


 


IN WITNESS WHEREOF, this Agreement has
been duly executed and is effective as of this 12th day of March, 2020.


 


	Address for notices:	 
	 	 
	 	 
	69 Yonge Street, Suite 1010 	NEW FOUND
                                         GOLD CORP.
	Toronto, Ontario, M5E 1K3	 
	 	By:	/s/ Craig
                                        Roberts
	Attention: Board of Directors	 
	 	Name:	Craig Roberts
	 	 
	 	Title:	Director
		 
	 	 
	 
 	
	69 Yonge Street, Suite 1020	BRUNO CAPITAL
                                         CORP.
	Toronto, Ontario, M5E 1K3	 
	 	By:	/s/ Denis Laviolette
	Attention: Denis Laviolette	 
	 	Name:	Denis Laviolette
	 	 
	 	Title:	President