Exhibit
4.6


 


		Red
                                            Metal Resources Ltd.

    278
    Bay Street, Suite #102

    Thunder
    Bay, ON P7B 1R8
Canada




 


July
31, 2018


 


Caitlin
Jeffs


101-278
Bay Street


Thunder
Bay, ON P7B 1R8


 


Re:
Restructure of debt with Red Metal Resources Ltd. (the “Company”)


 


Dear
Ms. Jeffs:


 


This
letter is to confirm our mutual understanding of the arrangements we have agreed upon in the light of the Company’s current application
to list its shares on the Canadian Securities Exchange (the “CSE”) and the requirement imposed by the CSE to improve the
Company’s current working capital ratio, which the Company desires to achieve by restructuring its debt with related parties and
selected vendors.


 


As
of July 31, 2018, the Company owed to you personally $499,997 under the notes payable as set out in the schedule attached as Exhibit
“A” to this letter. The notes payable accrue interest at 8% per annum compounded monthly and are due on demand.


 


Based
on our discussions, you have agreed to forgive the full amount of interest accrued on the principal as at July 31, 2018 ($127,674), and
amend the loan agreements to extend the repayment period for a minimum of three years from the date of this letter (July 31, 2021), with
all other terms remaining substantially the same.


 


We
trust this letter accurately relays our agreement. If you agree with the above, please sign the acknowledgement at the bottom of this
letter in the space provided. If you disagree with the above statement, we will be happy to review your counter-offer.


 


Sincerely,


 


	 	 
	Joao
    (John) da Costa 	 
	Chief
    Financial Officer	 
	Red
    Metal Resources Ltd.	 


 


I
_________________________________, hereby confirm the forgiveness of interest accrued on the Note Payable issued to me by Red Metal Resources
Ltd. and agree to extend the repayment of the Loan Agreements as set out in this letter.


 


	 	 	 
	Authorized
    Signatory	 	Date:


 


-OR-


 


I
_________________________________, hereby do NOT agree with either above recitals, the terms, or the conditions. My counter-offer has
been provided as a separate letter addressed to Red Metal Resources Ltd.


 


	 	 	 
	Authorized
    Signatory	 	Date:


 




    	 



    	 



    

 





 


Exhibit
“A”


Notes
Payable Issued by


Red
Metal Resources Ltd.


to
Ms. Caitlin Jeffs


 


	Date
    of the 
Note Payable	 	Principal	 	Accrued
    Interest at 
July 31, 2018	 	Balance
	USD$
    Notes Payable	 	 	 	 	 	 	 	 	 	 	 	 
	September
    21, 2012	 	$	12,000.00	 	 	$	7,147.54	 	 	$	19,147.54	 
	October
    29, 2012	 	 	10,000.00	 	 	 	5,824.34	 	 	 	15,824.34	 
	August
    23, 2013	 	 	7,000.00	 	 	 	3,378.96	 	 	 	10,378.96	 
	May
    1, 2014	 	 	1,550.00	 	 	 	625.57	 	 	 	2,175.57	 
	January
    8, 2015	 	 	4,070.00	 	 	 	1,336.67	 	 	 	5,406.67	 
	January
    29, 2015	 	 	600.00	 	 	 	193.40	 	 	 	793.40	 
	June
    15, 2015	 	 	1,040.00	 	 	 	294.68	 	 	 	1,334.68	 
	January
    29, 2016	 	 	925.00	 	 	 	204.42	 	 	 	1,129.42	 
	April
    26, 2016	 	 	3,050.00	 	 	 	603.13	 	 	 	3,653.13	 
	June
    16, 2016	 	 	1,360.00	 	 	 	250.89	 	 	 	1,610.89	 
	November
    10, 2016	 	 	1,405.00	 	 	 	206.60	 	 	 	1,611.60	 
	April
    25, 2017	 	 	1,615.00	 	 	 	171.51	 	 	 	1,786.51	 
	June
    13, 2017	 	 	685.00	 	 	 	64.68	 	 	 	749.68	 
	July
    31, 2017	 	 	895.00	 	 	 	74.28	 	 	 	969.28	 
	September
    11, 2017	 	 	845.00	 	 	 	61.78	 	 	 	906.78	 
	December
    6, 2017	 	 	775.00	 	 	 	41.18	 	 	 	816.18	 
	January
    15, 2018	 	 	925.00	 	 	 	40.68	 	 	 	965.68	 
	February
    27, 2018	 	 	895.00	 	 	 	30.62	 	 	 	925.62	 
	USD$
    Notes	 	$	49,635.00	 	 	$	20,550.94	 	 	$	70,185.94	 



 




    	 



    	 



    

 





 


	Date
    of the 
Note Payable	 	Principal	 	Accrued
    Interest at 
July 31, 2018	 	Balance
	CAD$
    Notes Payable	 	 	 	 	 	 	 	 	 	 	 	 
	December
    9, 2011	 	$	25,000.00	 	 	$	17,471.77	 	 	$	42,471.77	 
	January
    12, 2012	 	 	30,000.00	 	 	 	20,589.05	 	 	 	50,589.05	 
	July
    10, 2012	 	 	40,000.00	 	 	 	24,851.19	 	 	 	64,851.19	 
	December
    19, 2012	 	 	12,000.00	 	 	 	6,778.91	 	 	 	18,778.91	 
	February
    13, 2013	 	 	20,000.00	 	 	 	10,917.62	 	 	 	30,917.62	 
	April
    5, 2013	 	 	10,000.00	 	 	 	5,287.50	 	 	 	15,287.50	 
	September
    12, 2013	 	 	15,000.00	 	 	 	7,143.68	 	 	 	22,143.68	 
	December
    12, 2013	 	 	21,000.00	 	 	 	9,390.95	 	 	 	30,390.95	 
	May
    1, 2014	 	 	12,500.00	 	 	 	5,044.89	 	 	 	17,544.89	 
	May
    28, 2014	 	 	5,000.00	 	 	 	1,976.70	 	 	 	6,976.70	 
	June
    1, 2014	 	 	1,050.00	 	 	 	413.82	 	 	 	1,463.82	 
	June
    4, 2014	 	 	15,000.00	 	 	 	5,898.11	 	 	 	20,898.11	 
	July
    1, 2014	 	 	3,241.02	 	 	 	1,247.84	 	 	 	4,488.86	 
	September
    2, 2014	 	 	1,708.65	 	 	 	625.52	 	 	 	2,334.17	 
	October
    31, 2014	 	 	3,150.00	 	 	 	1,098.04	 	 	 	4,248.04	 
	December
    16, 2014	 	 	10,000.00	 	 	 	3,351.12	 	 	 	13,351.12	 
	December
    4, 2014	 	 	2,050.00	 	 	 	694.15	 	 	 	2,744.15	 
	April
    30, 2015	 	 	3,150.00	 	 	 	933.36	 	 	 	4,083.36	 
	July
    29, 2015	 	 	7,150.00	 	 	 	1,938.15	 	 	 	9,088.15	 
	March
    31, 2016	 	 	2,502.00	 	 	 	511.82	 	 	 	3,013.82	 
	December
    22, 2016	 	 	10,000.00	 	 	 	1,365.72	 	 	 	11,365.72	 
	April
    28, 2017	 	 	1,827.00	 	 	 	192.69	 	 	 	2,019.69	 
	May
    1, 2017	 	 	10,392.08	 	 	 	1,088.51	 	 	 	11,480.59	 
	May
    12, 2017	 	 	33,612.00	 	 	 	3,431.71	 	 	 	37,043.71	 
	June
    13, 2017	 	 	595.35	 	 	 	56.21	 	 	 	651.56	 
	June
    26, 2017	 	 	15,000.00	 	 	 	1,369.71	 	 	 	16,369.71	 
	June
    28, 2017	 	 	9,000.00	 	 	 	817.52	 	 	 	9,817.52	 
	September
    11, 2017	 	 	18,078.11	 	 	 	1,321.76	 	 	 	19,399.87	 
	October
    25, 2017	 	 	20,000.00	 	 	 	1,256.95	 	 	 	21,256.95	 
	December
    13, 2017	 	 	30,000.00	 	 	 	1,546.00	 	 	 	31,546.00	 
	February
    23, 2018	 	 	20,000.00	 	 	 	702.40	 	 	 	20,702.40	 
	March
    1, 2018	 	 	313.95	 	 	 	10.60	 	 	 	324.55	 
	May
    1, 2018	 	 	(313.95	)	 	 	(10.60	)	 	 	(324.55	)
	May
    1, 2018	 	 	2,036.36	 	 	 	40.89	 	 	 	2,077.25	 
	June
    21, 2018	 	 	10,000.00	 	 	 	87.81	 	 	 	10,087.81	 
	CAD$
    Notes Payable	 	$	420,042.57	 	 	$	139,442.09	 	 	$	559,484.66	 
	USD$
    Equivalent @ 1.3017	 	$	322,687.69	 	 	$	107,123.06	 	 	$	429,810.75	 



 




    	 



    	 



    

 


AMENDMNET
LOAN AGREEMENT


August
28, 2018


 


Caitlin
L. Jeffs (the “Lender”) of 48 Peter Street, Thunder Bay, Ontario P7A 5H3, advanced CAD$50,000 (the “Principal
Sum”) to Red Metal Resources Ltd. (the “Borrower”) of 278 Bay Street, Suite 102, Thunder Bay, ON P7B 1R8. The Lender
advanced the funds on August 28, 2018.


 


The
Borrower agrees to repay the Principal Sum on demand, together with interest calculated and compounded monthly at the rate of 8% per
year (the “Interest”) from August 28, 2018. The Borrower is liable for repayment for the Principal Sum and accrued Interest
and any costs that the Lender incurs in trying to collect the Principal Sum and the Interest.


 


The
Borrower will evidence the debt and its repayment of the Principal Sum and the Interest with a promissory note in the attached form.


 


	LENDER
    	 	BORROWER
	Caitlin
    L. Jeffs	 	Red
    Metal Resources Ltd.
	 	 	 
	Per:
    	 	Per:
	 	 	 
	 	 	 
	Caitlin
    L. Jeffs 	 	Caitlin
    Jeffs


 




    	 



    	 



    

 


PROMISSORY
NOTE


 


	Principal
    Amount: CAD$50,000	August
    28, 2018


 


For
value received Red Metal Resources Ltd., (the “Borrower”)
promises to pay on demand to the order of Caitlin L. Jeffs (the “Lender”) the sum of $50,000 lawful money of Canada
(the “Principal Sum”) together with interest on the Principal Sum from August 28, 2018 (“Effective Date”) both
before and after maturity, default and judgment at the Interest Rate as defined below.


 


For
the purposes of this promissory note, Interest Rate means 8 per cent per year. Interest at the Interest Rate must be calculated and compounded
monthly not in advance from and including the Effective Date (for an effective rate of 8.3% per annum calculated monthly), and is payable
together with the Principal Sum when the Principal Sum is repaid.


 


The
Borrower may repay the Principal Sum and the Interest in whole or in part at any time.


 


The
Borrower waives presentment, protest, notice of protest and notice of dishonour of this promissory note.


 


	 	BORROWER
	 	Red
    Metal Resources Ltd.
	 	 
	 	Per:
	 	 
	 	 
	 	Caitlin
    Jeffs


 




    	 



    	 



    

 


LOAN
AGREEMENT


November
27, 2018


 


Caitlin
L. Jeffs (the “Lender”) of 48 Peter Street, Thunder Bay, Ontario P7A 5H3, advanced CAD$35,000 (the “Principal
Sum”) to Red Metal Resources Ltd. (the “Borrower”) of 278 Bay Street, Suite 102, Thunder Bay, ON P7B 1R8. The Lender
advanced the funds on November 27, 2018.


 


The
Borrower agrees to repay the Principal Sum on demand, together with interest calculated and compounded monthly at the rate of 8% per
year (the “Interest”) from November 27, 2018. The Borrower is liable for repayment for the Principal Sum and accrued Interest
and any costs that the Lender incurs in trying to collect the Principal Sum and the Interest.


 


The
Borrower will evidence the debt and its repayment of the Principal Sum and the Interest with a promissory note in the attached form.


 


	LENDER
    	 	BORROWER
	Caitlin
    L. Jeffs 	 	Red
    Metal Resources Ltd.
	 	 	 
	Per:
    	 	Per:
	 	 	 
	 	 	 
	Caitlin
    L. Jeffs 	 	Caitlin
    Jeffs


 




    	 



    	 



    

 


PROMISSORY
NOTE


 


	Principal
    Amount: CAD$35,000	November
    27, 2018


 


For
value received Red Metal Resources Ltd., (the “Borrower”)
promises to pay on demand to the order of Caitlin L. Jeffs (the “Lender”) the sum of $35,000 lawful money of Canada
(the “Principal Sum”) together with interest on the Principal Sum from November 27, 2018 (“Effective Date”) both
before and after maturity, default and judgment at the Interest Rate as defined below.


 


For
the purposes of this promissory note, Interest Rate means 8 per cent per year. Interest at the Interest Rate must be calculated and compounded
monthly not in advance from and including the Effective Date (for an effective rate of 8.3% per annum calculated monthly), and is payable
together with the Principal Sum when the Principal Sum is repaid.


 


The
Borrower may repay the Principal Sum and the Interest in whole or in part at any time.


 


The
Borrower waives presentment, protest, notice of protest and notice of dishonour of this promissory note.


 


	 	BORROWER
	 	Red
    Metal Resources Ltd.
	 	 
	 	Per:
	 	 
	 	 
	 	Caitlin
    Jeffs


 




    	 



    	 



    

 


LOAN
AGREEMENT


February
8, 2019


 


Caitlin
L. Jeffs (the “Lender”) of 48 Peter Street, Thunder Bay, Ontario P7A 5H3, advanced total of CAD$3,675.00 (the
“Principal Sum”) to Red Metal Resources Ltd. (the “Borrower”) of 278 Bay Street, Suite 102, Thunder Bay, ON P7B
1R8. The Lender advanced the funds by way of payments made on behalf of the Borrower as outlined in the following table:


 





	Invoice/
 Statement
                                            Date 
	 	Description	 	Payment
 Date
                                            
	 	Amount
    (CAD)
	10/24/2018	 	DMCL;
    Inv #MGG18-10002 Paid Visa	 	02/08/2019	 	$	3,675.00	 
	 	 	 	 	 	 	 	 	 
	Total	 	 	 	 	 	$	3,675.00	 



 


The
Borrower agrees to repay the Principal Sum on July 31, 2021, or on-demand, provided that the demand is made not earlier than on July
31, 2021, together with interest calculated and compounded monthly at the rate of 8% per year (the “Interest”) from the Payment
Date as specified in the table above. The Borrower is liable for repayment of the Principal Sum and accrued Interest and any costs
that the Lender incurs in trying to collect the Principal Sum and the Interest.


 


The
Borrower will evidence the debt and its repayment of the Principal Sum and the Interest with a promissory note in the attached form.


 


	LENDER
    	 	BORROWER
	Caitlin
    L. Jeffs 	 	Red
    Metal Resources Ltd.
	 	 	 
	Per:
    	 	Per:
	 	 	 
	 	 	 
	Caitlin
    L. Jeffs 	 	Caitlin
    L. Jeffs


 




    	 



    	 



    

 


PROMISSORY
NOTE


 


	Principal
    Amount: CAD$3,675.00	February
                                            8, 2019



 


For
value received Red Metal Resources Ltd., (the “Borrower”)
promises to pay on demand to the order of Caitlin L. Jeffs (the “Lender”) the sum of $3,675.00 lawful money of Canada (the
“Principal Sum”) together with interest on the Principal Sum accrued from the Payment Date, as explicitly specified in that
Loan Agreement dated for reference February 8, 2019 (“Effective Date”) both before and after maturity, default and judgment
at the Interest Rate as defined below.


 


For
the purposes of this promissory note, Interest Rate means 8 per cent per year. Interest at the Interest Rate must be calculated and compounded
monthly not in advance from and including the Payment Date (for an effective rate of 8.3% per annum calculated monthly), and is payable
together with the Principal Sum when the Principal Sum is repaid.


 


The
Borrower may repay the Principal Sum and the Interest in whole or in part at any time.


 


The
Borrower waives presentment, protest, notice of protest and notice of dishonour of this promissory note.


 


	 	BORROWER
	 	Red
    Metal Resources Ltd.
	 	 
	 	Per:
	 	 
	 	 
	 	Caitlin
    L. Jeffs


 




    	 



    	 



    

 


LOAN
AGREEMENT


February
26, 2019


 


Caitlin
L. Jeffs (the “Lender”) of 48 Peter Street, Thunder Bay, Ontario P7A 5H3, advanced CAD$20,000 (the “Principal
Sum”) to Red Metal Resources Ltd. (the “Borrower”) of 278 Bay Street, Suite 102, Thunder Bay, ON P7B 1R8. The Lender
advanced the funds on February 26, 2019.


 


The
Borrower agrees to repay the Principal Sum on demand, together with interest calculated and compounded monthly at the rate of 8% per
year (the “Interest”) from February 26, 2019. The Borrower is liable for repayment for the Principal Sum and accrued Interest
and any costs that the Lender incurs in trying to collect the Principal Sum and the Interest.


 


The
Borrower will evidence the debt and its repayment of the Principal Sum and the Interest with a promissory note in the attached form.


 


	LENDER
    	 	BORROWER
	Caitlin
    L. Jeffs 	 	Red
    Metal Resources Ltd.
	 	 	 
	Per:
    	 	Per:
	 	 	 
	 	 	 
	Caitlin
    L. Jeffs 	 	Caitlin
    Jeffs


 




    	 



    	 



    

 


PROMISSORY
NOTE


 


	Principal
    Amount: CAD$20,000	February
                                            26, 2019



 


For
value received Red Metal Resources Ltd., (the “Borrower”)
promises to pay on demand to the order of Caitlin L. Jeffs (the “Lender”) the sum of $20,000 lawful money of Canada
(the “Principal Sum”) together with interest on the Principal Sum from February 26, 2019 (“Effective Date”) both
before and after maturity, default and judgment at the Interest Rate as defined below.


 


For
the purposes of this promissory note, Interest Rate means 8 per cent per year. Interest at the Interest Rate must be calculated and compounded
monthly not in advance from and including the Effective Date (for an effective rate of 8.3% per annum calculated monthly), and is payable
together with the Principal Sum when the Principal Sum is repaid.


 


The
Borrower may repay the Principal Sum and the Interest in whole or in part at any time.


 


The
Borrower waives presentment, protest, notice of protest and notice of dishonour of this promissory note.


 


	 	BORROWER
	 	Red
    Metal Resources Ltd.
	 	 
	 	Per:
	 	 
	 	 
	 	Caitlin
    Jeffs


 




    	 



    	 



    

 



LOAN
                                            AGREEMENT


April
9, 2019


 


Caitlin
L. Jeffs (the “Lender”) of 48 Peter Street, Thunder Bay, Ontario P7A 5H3, advanced total of CAD$2,947.13 (the
“Principal Sum”) to Red Metal Resources Ltd. (the “Borrower”) of 278 Bay Street, Suite 102, Thunder Bay, ON P7B
1R8. The Lender advanced the funds by way of payments made on behalf of the Borrower as outlined in the following table:


 





	Invoice/
 Statement
                                            Date 
	 	Description	 	Payment
 Date
                                            
	 	Amount
    (CAD)
	04/09/2019	 	Computershare
    SEDAR filings @ 1.3316 ($2760 plus $165.60 convenience fee)	 	04/09/2019	 	$	2,947.13	 
	 	 	 	 	 	 	 	 	 
	Total	 	 	 	 	 	$	2,947.13	 



 


The
Borrower agrees to repay the Principal Sum on July 31, 2021, or on-demand, provided that the demand is made not earlier than on July
31, 2021, together with interest calculated and compounded monthly at the rate of 8% per year (the “Interest”) from the Payment
Date as specified in the table above. The Borrower is liable for repayment of the Principal Sum and accrued Interest and any costs
that the Lender incurs in trying to collect the Principal Sum and the Interest.


 


The
Borrower will evidence the debt and its repayment of the Principal Sum and the Interest with a promissory note in the attached form.


 


	LENDER
    	 	BORROWER
	Caitlin
    L. Jeffs 	 	Red
    Metal Resources Ltd.
	 	 	 
	Per:
    	 	Per:
	 	 	 
	 	 	 
	Caitlin
    L. Jeffs 	 	Caitlin
    L. Jeffs


 




    	 



    	 



    

 


PROMISSORY
NOTE


 


	Principal
    Amount: CAD$2,947.13	April
                                            9, 2019



 


For
value received Red Metal Resources Ltd., (the “Borrower”)
promises to pay on demand to the order of Caitlin L. Jeffs (the “Lender”) the sum of $2,947.13 lawful money of Canada (the
“Principal Sum”) together with interest on the Principal Sum accrued from the Payment Date, as explicitly specified in that
Loan Agreement dated for reference April 9, 2019 (“Effective Date”) both before and after maturity, default and judgment
at the Interest Rate as defined below.


 


For
the purposes of this promissory note, Interest Rate means 8 per cent per year. Interest at the Interest Rate must be calculated and compounded
monthly not in advance from and including the Payment Date (for an effective rate of 8.3% per annum calculated monthly), and is payable
together with the Principal Sum when the Principal Sum is repaid.


 


The
Borrower may repay the Principal Sum and the Interest in whole or in part at any time.


 


The
Borrower waives presentment, protest, notice of protest and notice of dishonour of this promissory note.


 


	 	BORROWER
	 	Red
    Metal Resources Ltd.
	 	 
	 	Per:
	 	 
	 	 
	 	Caitlin
    L. Jeffs


 




    	 



    	 



    


 


LOAN
AGREEMENT


April
26, 2019


 


Caitlin
L. Jeffs (the “Lender”) of 48 Peter Street, Thunder Bay, Ontario P7A 5H3, advanced total of CAD$20,273.26 (the
“Principal Sum”) to Red Metal Resources Ltd. (the “Borrower”) of 278 Bay Street, Suite 102, Thunder Bay, ON P7B
1R8. The Lender advanced the funds by way of payments made on behalf of the Borrower and/or direct cash advances as outlined in the following
table:


 





	Invoice/

                                                                   Statement
                                            Date
	 	Description	 	Payment
 Date
                                            
	 	Amount

                                                                                (CAD)

	04/26/2019	 	Blendermedia_CDN$273.26
    @ 1.3460_Jeffs, Caitlin; Inv #24674	 	04/26/2019	 	$	273.26	 
	04/26/2019	 	Loan
    for working capital_CDN$20K, Jeffs, Caitlin	 	04/26/2019	 	$	20,000.00
	 
	Total	 	 	 	 	 	$	20,273.26	 



 


The
Borrower agrees to repay the Principal Sum on July 31, 2021, or on-demand, provided that the demand is made not earlier than on July
31, 2021, together with interest calculated and compounded monthly at the rate of 8% per year (the “Interest”) from the Payment
Date as specified in the table above. The Borrower is liable for repayment of the Principal Sum and accrued Interest and any costs
that the Lender incurs in trying to collect the Principal Sum and the Interest.


 


The
Borrower will evidence the debt and its repayment of the Principal Sum and the Interest with a promissory note in the attached form.


 


	LENDER
    	 	BORROWER
	Caitlin
    L. Jeffs 	 	Red
    Metal Resources Ltd.
	 	 	 
	Per:
    	 	Per:
	 	 	 
	 	 	 
	Caitlin
    L. Jeffs 	 	Caitlin
    L. Jeffs


 




    	 



    	 



    

 


PROMISSORY
NOTE


 


	Principal
    Amount: CAD$20,273.26	April
                                            26, 2019



 


For
value received Red Metal Resources Ltd., (the “Borrower”)
promises to pay on demand to the order of Caitlin L. Jeffs (the “Lender”) the sum of $20,273.26 lawful money of Canada (the
“Principal Sum”) together with interest on the Principal Sum accrued from the Payment Date, as explicitly specified in that
Loan Agreement dated for reference April 26, 2019 (“Effective Date”) both before and after maturity, default and judgment
at the Interest Rate as defined below.


 


For
the purposes of this promissory note, Interest Rate means 8 per cent per year. Interest at the Interest Rate must be calculated and compounded
monthly not in advance from and including the Payment Date (for an effective rate of 8.3% per annum calculated monthly), and is payable
together with the Principal Sum when the Principal Sum is repaid.


 


The
Borrower may repay the Principal Sum and the Interest in whole or in part at any time.


 


The
Borrower waives presentment, protest, notice of protest and notice of dishonour of this promissory note.


 


	 	BORROWER
	 	Red
    Metal Resources Ltd.
	 	 
	 	Per:
	 	 
	 	 
	 	Caitlin
    L. Jeffs


 




    	 



    	 



    

 


LOAN
AGREEMENT


July
30, 2019


 


Caitlin
L. Jeffs (the “Lender”) of 48 Peter Street, Thunder Bay, Ontario P7A 5H3, advanced CAD$15,000 (the “Principal
Sum”) to Red Metal Resources Ltd. (the “Borrower”) of 278 Bay Street, Suite 102, Thunder Bay, ON P7B 1R8. The Lender
advanced the funds on July 30, 2019. The funds were used for general working capital.


 


The Borrower agrees to repay the Principal Sum on July 31, 2021, or on-demand,
provided that the demand is made not earlier than on July 31, 2021, together with interest calculated and compounded monthly at the rate
of 8% per year (the “Interest”) from July 30, 2019. The Borrower is liable for repayment of the Principal Sum and accrued
Interest and any costs that the Lender incurs in trying to collect the Principal Sum and the Interest.


 


The
Borrower will evidence the debt and its repayment of the Principal Sum and the Interest with a promissory note in the attached form.


 


	LENDER
    	 	BORROWER
	Caitlin
    L. Jeffs 	 	Red
    Metal Resources Ltd.
	 	 	 
	Per:
    	 	Per:
	 	 	 
	 	 	 
	Caitlin
    L. Jeffs 	 	Caitlin
    Jeffs


 




    	 



    	 



    

 


PROMISSORY
NOTE


 


	Principal
    Amount: CAD$15,000	July
                                            30, 2019



 


For
value received Red Metal Resources Ltd., (the “Borrower”)
promises to pay on demand to the order of Caitlin L. Jeffs (the “Lender”) the sum of $15,000 lawful money of Canada
(the “Principal Sum”) together with interest accrued on the Principal Sum from July 30, 2019 (“Effective Date”)
both before and after maturity, default and judgment at the Interest Rate as defined below.


 


For the purposes of this promissory note, Interest Rate means 8 per cent
per year. Interest at the Interest Rate must be calculated and compounded monthly not in advance from and including the Effective Date
(for an effective rate of 8.3% per annum calculated monthly), and is payable together with the Principal Sum when the Principal Sum is
repaid.


 


The
Borrower may repay the Principal Sum and the Interest in whole or in part at any time.


 


The
Borrower waives presentment, protest, notice of protest and notice of dishonour of this promissory note.


 


	 	BORROWER
	 	Red
    Metal Resources Ltd.
	 	 
	 	Per:
	 	 
	 	 
	 	Caitlin
    Jeffs


 




    	 



    	 



    


 


LOAN
AGREEMENT


July
31, 2019


 


Caitlin
L. Jeffs (the “Lender”) of 48 Peter Street, Thunder Bay, Ontario P7A 5H3, advanced total of CAD$200.01 (the “Principal
Sum”) to Red Metal Resources Ltd. (the “Borrower”) of 278 Bay Street, Suite 102, Thunder Bay, ON P7B 1R8. The Lender
advanced the funds by way of payments made on behalf of the Borrower as outlined in the following table:


 





	Invoice/

                                                                   Statement
                                            Date
	 	Description	 	Payment
 Date
                                            
	 	Amount

                                                                                (CAD)

	07/01/2019	 	Blender
    Media; Inv 25036	 	07/10/2019	 	$	200.01	 
	 	 	 	 	 	 	 	 	 
	Total	 	 	 	 	 	$	200.01	 



 


The
Borrower agrees to repay the Principal Sum on July 31, 2021, or on-demand, provided that the demand is made not earlier than on July
31, 2021, together with interest calculated and compounded monthly at the rate of 8% per year (the “Interest”) from the Payment
Date as specified in the table above. The Borrower is liable for repayment of the Principal Sum and accrued Interest and any costs
that the Lender incurs in trying to collect the Principal Sum and the Interest.


 


The
Borrower will evidence the debt and its repayment of the Principal Sum and the Interest with a promissory note in the attached form.


 


	LENDER
    	 	BORROWER
	Caitlin
    L. Jeffs 	 	Red
    Metal Resources Ltd.
	 	 	 
	Per:
    	 	Per:
	 	 	 
	 	 	 
	Caitlin
    L. Jeffs 	 	Caitlin
    L. Jeffs


 




    	 



    	 



    

 


PROMISSORY
NOTE


 


	Principal
    Amount: CAD$200.01	July
                                            31, 2019



 


For
value received Red Metal Resources Ltd., (the “Borrower”)
promises to pay on demand to the order of Caitlin L. Jeffs (the “Lender”) the sum of $200.01 lawful money of Canada (the
“Principal Sum”) together with interest on the Principal Sum accrued from the Payment Date, as explicitly specified in that
Loan Agreement dated for reference July 31, 2019 (“Effective Date”) both before and after maturity, default and judgment
at the Interest Rate as defined below.


 


For
the purposes of this promissory note, Interest Rate means 8 per cent per year. Interest at the Interest Rate must be calculated and compounded
monthly not in advance from and including the Payment Date (for an effective rate of 8.3% per annum calculated monthly), and is payable
together with the Principal Sum when the Principal Sum is repaid.


 


The
Borrower may repay the Principal Sum and the Interest in whole or in part at any time.


 


The
Borrower waives presentment, protest, notice of protest and notice of dishonour of this promissory note.


 


	 	BORROWER
	 	Red
    Metal Resources Ltd.
	 	 
	 	Per:
	 	 
	 	 
	 	Caitlin
    L. Jeffs


 




    	 



    	 



    

 


LOAN
AGREEMENT


September
13, 2019


 


Caitlin
L. Jeffs (the “Lender”) of 48 Peter Street, Thunder Bay, Ontario P7A 5H3, advanced total of CAD$10,000 (the “Principal
Sum”) to Red Metal Resources Ltd. (the “Borrower”) of 278 Bay Street, Suite 102, Thunder Bay, ON P7B 1R8. The Lender
advanced the funds by way of payments made on behalf of the Borrower as outlined in the following table:


 





	Invoice/

                                                                   Statement
                                            Date
	 	Description	 	Payment
 Date
                                            
	 	Amount

                                                                                (CAD)

	08/31/2019	 	DMCL
                                            Chartered Professional Accountants Partial payment on balance owed

	 	09/13/2019	 	$	10,000	 
	Total	 	 	 	 	 	$	10,000	 



 


The
Borrower agrees to repay the Principal Sum on July 31, 2021, or on-demand, provided that the demand is made not earlier than on July
31, 2021, together with interest calculated and compounded monthly at the rate of 8% per year (the “Interest”) from the Payment
Date as specified in the table above. The Borrower is liable for repayment of the Principal Sum and accrued Interest and any costs
that the Lender incurs in trying to collect the Principal Sum and the Interest.


 


The
Borrower will evidence the debt and its repayment of the Principal Sum and the Interest with a promissory note in the attached form.


 


	LENDER
    	 	BORROWER
	Caitlin
    L. Jeffs 	 	Red
    Metal Resources Ltd.
	 	 	 
	Per:
    	 	Per:
	 	 	 
	 	 	 
	Caitlin
    L. Jeffs 	 	Caitlin
    L. Jeffs


 




    	 



    	 



    

 


PROMISSORY
NOTE


 


	Principal
    Amount: CAD$10,000	September
                                            13, 2019



 


For
value received Red Metal Resources Ltd., (the “Borrower”)
promises to pay on demand to the order of Caitlin L. Jeffs (the “Lender”) the sum of $200.01 lawful money of Canada (the
“Principal Sum”) together with interest on the Principal Sum accrued from the Payment Date, as explicitly specified in that
Loan Agreement dated for reference September 13, 2019 (“Effective Date”) both before and after maturity, default and judgment
at the Interest Rate as defined below.


 


For
the purposes of this promissory note, Interest Rate means 8 per cent per year. Interest at the Interest Rate must be calculated and compounded
monthly not in advance from and including the Payment Date (for an effective rate of 8.3% per annum calculated monthly), and is payable
together with the Principal Sum when the Principal Sum is repaid.


 


The
Borrower may repay the Principal Sum and the Interest in whole or in part at any time.


 


The
Borrower waives presentment, protest, notice of protest and notice of dishonour of this promissory note.


 


	 	BORROWER
	 	Red
    Metal Resources Ltd.
	 	 
	 	Per:
	 	 
	 	 
	 	Caitlin
    L. Jeffs


 




    	 



    	 



    


 


LOAN
AGREEMENT


November
8, 2019


 


Caitlin
L. Jeffs (the “Lender”) of 48 Peter Street, Thunder Bay, Ontario P7A 5H3, advanced CAD$15,000 (the “Principal
Sum”) to Red Metal Resources Ltd. (the “Borrower”) of 278 Bay Street, Suite 102, Thunder Bay, ON P7B 1R8. The Lender
advanced the funds on November 8, 2019. The funds were used for general working capital.


 


The
Borrower agrees to repay the Principal Sum on July 31, 2021, or on-demand, provided that the demand is made not earlier than on July
31, 2021, together with interest calculated and compounded monthly at the rate of 8% per year (the “Interest”) from November
8, 2019. The Borrower is liable for repayment of the Principal Sum and accrued Interest and any costs that the Lender incurs in trying
to collect the Principal Sum and the Interest.


 


The
Borrower will evidence the debt and its repayment of the Principal Sum and the Interest with a promissory note in the attached form.


 


	LENDER
    	 	BORROWER
	Caitlin
    L. Jeffs 	 	Red
    Metal Resources Ltd.
	 	 	 
	Per:
    	 	Per:
	 	 	 
	 	 	 
	Caitlin
    L. Jeffs 	 	Caitlin
    Jeffs


 




    	 



    	 



    

 


PROMISSORY
NOTE


 


	Principal
    Amount: CAD$15,000	November
                                            8, 2019



 


For
value received Red Metal Resources Ltd., (the “Borrower”)
promises to pay on demand to the order of Caitlin L. Jeffs (the “Lender”) the sum of $15,000 lawful money of Canada
(the “Principal Sum”) together with interest accrued on the Principal Sum from November 8, 2019 (“Effective Date”)
both before and after maturity, default and judgment at the Interest Rate as defined below.


 


For
the purposes of this promissory note, Interest Rate means 8 per cent per year. Interest at the Interest Rate must be calculated and compounded
monthly not in advance from and including the Effective Date (for an effective rate of 8.3% per annum calculated monthly), and is payable
together with the Principal Sum when the Principal Sum is repaid.


 


The
Borrower may repay the Principal Sum and the Interest in whole or in part at any time.


 


The
Borrower waives presentment, protest, notice of protest and notice of dishonour of this promissory note.


 


	 	BORROWER
	 	Red
    Metal Resources Ltd.
	 	 
	 	Per:
	 	 
	 	 
	 	Caitlin
    Jeffs


 




    	 



    	 



    


 


LOAN
AGREEMENT


January
31, 2020


 


Caitlin
L. Jeffs (the “Lender”) of 48 Peter Street, Thunder Bay, Ontario P7A 5H3, advanced total of CAD$2,171.30 (the
“Principal Sum”) to Red Metal Resources Ltd. (the “Borrower”) of 278 Bay Street, Suite 102, Thunder Bay, ON P7B
1R8. The Lender advanced the funds by way of payments made on behalf of the Borrower as outlined in the following table:


 





	Invoice/

                                                                   Statement
                                            Date
	 	Description	 	Payment
 Date
                                            
	 	Amount

                                                                                (CAD)

	01/17/2020	 	W.L.
                                            Macdonald Law Corp, Inv # 15224, 15398

	 	01/17/2020	 	$	1,771.28	 
	01/31/2020	 	Blender
    Media, Inv #25712 & Oct 2019 inv	 	01/31/2020	 	$	400.02
	 
	Total	 	 	 	 	 	$	2,171.30	 



 


The
Borrower agrees to repay the Principal Sum on July 31, 2021, or on-demand, provided that the demand is made not earlier than on July
31, 2021, together with interest calculated and compounded monthly at the rate of 8% per year (the “Interest”) from the Payment
Date as specified in the table above. The Borrower is liable for repayment of the Principal Sum and accrued Interest and any costs
that the Lender incurs in trying to collect the Principal Sum and the Interest.


 


The
Borrower will evidence the debt and its repayment of the Principal Sum and the Interest with a promissory note in the attached form.


 


	LENDER
    	 	BORROWER
	Caitlin
    L. Jeffs 	 	Red
    Metal Resources Ltd.
	 	 	 
	Per:
    	 	Per:
	 	 	 
	 	 	 
	Caitlin
    L. Jeffs 	 	Caitlin
    L. Jeffs


 




    	 



    	 



    

 


PROMISSORY
NOTE


 


	Principal
    Amount: CAD$2,171.30	January
                                            31, 2020



 


For
value received Red Metal Resources Ltd., (the “Borrower”)
promises to pay on demand, but not earlier than on July 31, 2021, to the order of Caitlin L. Jeffs (the “Lender”) the sum
of $2,171.30 lawful money of Canada (the “Principal Sum”) together with interest on the Principal Sum accrued from
the Payment Date, as explicitly specified in that Loan Agreement dated for reference January 31, 2020 (“Effective Date”)
both before and after maturity, default and judgment at the Interest Rate as defined below.


 


For
the purposes of this promissory note, Interest Rate means 8 per cent per year. Interest at the Interest Rate must be calculated and compounded
monthly not in advance from and including the Payment Date (for an effective rate of 8.3% per annum calculated monthly), and is payable
together with the Principal Sum when the Principal Sum is repaid.


 


The
Borrower may repay the Principal Sum and the Interest in whole or in part at any time.


 


The
Borrower waives presentment, protest, notice of protest and notice of dishonour of this promissory note.


 


	 	BORROWER
	 	Red
    Metal Resources Ltd.
	 	 
	 	Per:
	 	 
	 	 
	 	Caitlin
    L. Jeffs


 




    	 



    	 



    

 


LOAN
AGREEMENT


January
31, 2020


 


Caitlin
L. Jeffs (the “Lender”) of 48 Peter Street, Thunder Bay, Ontario P7A 5H3, advanced total of USD$2,427.42 (the
“Principal Sum”) to Red Metal Resources Ltd. (the “Borrower”) of 278 Bay Street, Suite 102, Thunder Bay, ON P7B
1R8. The Lender advanced the funds by way of payments made on behalf of the Borrower as outlined in the following table:


 





	Invoice/
 Statement
                                            Date
	 	Description	 	Payment
 Date
	 	Amount
 (USD)

	01/01/2019	 	Issuer
    Direct Corporation, Inv # inv1048550	 	01/08/2020	 	$	895.00	 
	01/07/2020	 	Broadridge;
    Inv #E75678R_01072020	 	01/07/2020	 	$	222.42	 
	01/28/2020	 	Resident
    Agents of Nevada, Inc., Inv #78558	 	01/31/2020	 	$	925.00	 
	01/30/2020	 	Empire
    Stock Transfer Inc., Inv 32399835717, 1209191021	 	01/30/2020	 	$	385.00	 
	Total	 	 	 	 	 	$	2,427.42	 



 


The
Borrower agrees to repay the Principal Sum on July 31, 2021, or on-demand, provided that the demand is made not earlier than on July
31, 2021, together with interest calculated and compounded monthly at the rate of 8% per year (the “Interest”) from the Payment
Date as specified in the table above. The Borrower is liable for repayment of the Principal Sum and accrued Interest and any costs
that the Lender incurs in trying to collect the Principal Sum and the Interest.


 


The
Borrower will evidence the debt and its repayment of the Principal Sum and the Interest with a promissory note in the attached form.


 


	LENDER
    	 	BORROWER
	Caitlin
    L. Jeffs 	 	Red
    Metal Resources Ltd.
	 	 	 
	Per:
    	 	Per:
	 	 	 
	 	 	 
	Caitlin
    L. Jeffs 	 	Caitlin
    L. Jeffs


 




    	 



    	 



    

 


PROMISSORY
NOTE


 


	Principal
    Amount: USD$2,427.42	January
                                            31, 2020



 


FOR
VALUE RECEIVED Red Metal Resources Ltd., (the “Borrower”)
promises to pay on demand, but not earlier than on July 31, 2021, to the order of Caitlin L. Jeffs (the “Lender”) the sum
of $2,427.42 lawful money of United States of America (the “Principal Sum”) together with interest on the Principal
Sum accrued from the Payment Date, as explicitly specified in that Loan Agreement dated for reference January 31, 2020 (“Effective
Date”) both before and after maturity, default and judgment at the Interest Rate as defined below.


 


For
the purposes of this promissory note, Interest Rate means 8 per cent per year. Interest at the Interest Rate must be calculated and compounded
monthly not in advance from and including the Payment Date (for an effective rate of 8.3% per annum calculated monthly), and is payable
together with the Principal Sum when the Principal Sum is repaid.


 


The
Borrower may repay the Principal Sum and the Interest in whole or in part at any time.


 


The
Borrower waives presentment, protest, notice of protest and notice of dishonour of this promissory note.


 


	 	BORROWER
	 	Red
    Metal Resources Ltd.
	 	 
	 	Per:
	 	 
	 	 
	 	Caitlin
    L. Jeffs


 




    	 



    	 



    

 





LOAN
AGREEMENT


July
31, 2020


 


Caitlin
L. Jeffs (the “Lender”) of 48 Peter Street, Thunder Bay, Ontario P7A 5H3, advanced total of USD$1,454.50 (the
“Principal Sum”) to Red Metal Resources Ltd. (the “Borrower”) of 278 Bay Street, Suite 102, Thunder Bay, ON P7B
1R8. The Lender advanced the funds by way of payments made on behalf of the Borrower as outlined in the following table:


 





	Invoice/
 Statement
                                            Date
	 	Description	 	Payment
 Date
	 	Amount
 (USD)

	01/01/2020	 	Issuer
                                            Direct Corporation, Inv # INV1061667
	 	03/17/2020	 	$	984.50	 
	05/01/2020
	 	Empire
                                            Stock Transfer Inc., Inv 5466546546
	 	06/16/2020	 	$	470.00	 
	Total	 	 	 	 	 	$	1,454.50	 



 


The
Borrower agrees to repay the Principal Sum on August 31, 2022, or on-demand, provided that the demand is made not earlier than on August
31, 2022, together with interest calculated and compounded monthly at the rate of 8% per year (the “Interest”) from the Payment
Date as specified in the table above. The Borrower is liable for repayment of the Principal Sum and accrued Interest and any costs
that the Lender incurs in trying to collect the Principal Sum and the Interest.


 


The
Borrower will evidence the debt and its repayment of the Principal Sum and the Interest with a promissory note in the attached form.


 


	LENDER
    	 	BORROWER
	Caitlin
    L. Jeffs 	 	Red
    Metal Resources Ltd.
	 	 	 
	Per:
    	 	Per:
	 	 	 
	 	 	 
	Caitlin
    L. Jeffs 	 	Caitlin
    L. Jeffs


 




    	 



    	 



    

 


PROMISSORY
NOTE


 


	Principal
    Amount: USD$3,976.28	July
                                            31, 2020



 


FOR
VALUE RECEIVED Red Metal Resources Ltd., (the “Borrower”)
promises to pay on demand, but not earlier than on July 31, 2021, to the order of Caitlin L. Jeffs (the “Lender”) the sum
of $3,976.28 lawful money of United States of America (the “Principal Sum”) together with interest on the Principal
Sum accrued from the Payment Date, as explicitly specified in that Loan Agreement dated for reference July 31, 2020 (“Effective
Date”) both before and after maturity, default and judgment at the Interest Rate as defined below.


 


For
the purposes of this promissory note, Interest Rate means 8 per cent per year. Interest at the Interest Rate must be calculated and compounded
monthly not in advance from and including the Payment Date (for an effective rate of 8.3% per annum calculated monthly), and is payable
together with the Principal Sum when the Principal Sum is repaid.


 


The
Borrower may repay the Principal Sum and the Interest in whole or in part at any time.


 


The
Borrower waives presentment, protest, notice of protest and notice of dishonour of this promissory note.


 


	 	BORROWER
	 	Red
    Metal Resources Ltd.
	 	 
	 	Per:
	 	 
	 	 
	 	Caitlin
    L. Jeffs


 




    	 



    	 



    

 


LOAN
AGREEMENT


August
10, 2020


 


Caitlin
L. Jeffs (the “Lender”) of 48 Peter Street, Thunder Bay, Ontario P7A 5H3, advanced total of CAD$5,000.00 (the
“Principal Sum”) to Red Metal Resources Ltd. (the “Borrower”) of 278 Bay Street, Suite 102, Thunder Bay, ON P7B
1R8. The Lender advanced the funds by way of a payment made on behalf of the Borrower to Boughton Law Corporation, the Company’s
legal counsel the Company engaged to prepare and file S-4 Registration Statement. Boughton Law Corporation requested a retainer for the
services in the amount of CAD$5,000.


 


The
Borrower agrees to repay the Principal Sum on August 31, 2022, or on-demand, provided that the demand is made not earlier than on August
31, 2022, together with interest calculated and compounded monthly at the rate of 8% per year (the “Interest”) from the date
of this loan agreement. The Borrower is liable for repayment of the Principal Sum and accrued Interest and any costs that the Lender
incurs in trying to collect the Principal Sum and the Interest.


 


The
Borrower will evidence the debt and its repayment of the Principal Sum and the Interest with a promissory note in the attached form.


 


	LENDER
    	 	BORROWER
	Caitlin
    L. Jeffs 	 	Red
    Metal Resources Ltd.
	 	 	 
	Per:
    	 	Per:
	 	 	 
	 	 	 
	Caitlin
    L. Jeffs 	 	Caitlin
    L. Jeffs


 




    	 



    	 



    

 


PROMISSORY
NOTE


 


	Principal
    Amount: CAD$5,000.00	August
                                            10, 2020



 


For
value received Red Metal Resources Ltd., (the “Borrower”)
promises to pay on demand, but not earlier than on July 31, 2022, to the order of Caitlin L. Jeffs (the “Lender”) the sum
of $5,000.00 lawful money of Canada (the “Principal Sum”) together with interest on the Principal Sum accrued from
the date of the Loan Agreement, as explicitly specified in that Loan Agreement dated for reference August 10, 2020 (“Effective
Date”) both before and after maturity, default and judgment at the Interest Rate as defined below.


 


For
the purposes of this promissory note, Interest Rate means 8 per cent per year. Interest at the Interest Rate must be calculated and compounded
monthly not in advance from and including the Payment Date (for an effective rate of 8.3% per annum calculated monthly), and is payable
together with the Principal Sum when the Principal Sum is repaid.


 


The
Borrower retains the right but not an obligation, to repay the Principal Sum and the Interest in whole or in part at any time.


 


The
Borrower waives presentment, protest, notice of protest and notice of dishonour of this promissory note.


 


	 	BORROWER
	 	Red
    Metal Resources Ltd.
	 	 
	 	Per:
	 	 
	 	 
	 	Caitlin
    L. Jeffs


 




    	 



    	 



    


 


LOAN
AGREEMENT


September
1, 2020


 


Caitlin
L. Jeffs (the “Lender”) of 48 Peter Street, Thunder Bay, Ontario P7A 5H3, advanced total of CAD$15,000.00 (the
“Principal Sum”) to Red Metal Resources Ltd. (the “Borrower”) of 278 Bay Street, Suite 102, Thunder Bay, ON P7B
1R8. The Lender advanced the funds by way of a payment made on behalf of the Borrower to Boughton Law Corporation, the Company’s
legal counsel the Company engaged to prepare and file S-4 Registration Statement. Boughton Law Corporation requested an additional retainer
for the services in the amount of CAD$15,000.


 


The
Borrower agrees to repay the Principal Sum on August 31, 2022, or on-demand, provided that the demand is made not earlier than on August
31, 2022, together with interest calculated and compounded monthly at the rate of 8% per year (the “Interest”) from the date
of this loan agreement. The Borrower is liable for repayment of the Principal Sum and accrued Interest and any costs that the Lender
incurs in trying to collect the Principal Sum and the Interest.


 


The
Borrower will evidence the debt and its repayment of the Principal Sum and the Interest with a promissory note in the attached form.


 


	LENDER
    	 	BORROWER
	Caitlin
    L. Jeffs 	 	Red
    Metal Resources Ltd.
	 	 	 
	Per:
    	 	Per:
	 	 	 
	 	 	 
	Caitlin
    L. Jeffs 	 	Caitlin
    L. Jeffs


 




    	 



    	 



    

 


PROMISSORY
NOTE


 


	Principal
    Amount: CAD$15,000.00	September
                                            1, 2020



 


For
value received Red Metal Resources Ltd., (the “Borrower”)
promises to pay on demand, but not earlier than on July 31, 2022, to the order of Caitlin L. Jeffs (the “Lender”) the sum
of $15,000.00 lawful money of Canada (the “Principal Sum”) together with interest on the Principal Sum accrued from
the date of the Loan Agreement, as explicitly specified in that Loan Agreement dated for reference September 1, 2020 (“Effective
Date”) both before and after maturity, default and judgment at the Interest Rate as defined below.


 


For
the purposes of this promissory note, Interest Rate means 8 per cent per year. Interest at the Interest Rate must be calculated and compounded
monthly not in advance from and including the Payment Date (for an effective rate of 8.3% per annum calculated monthly), and is payable
together with the Principal Sum when the Principal Sum is repaid.


 


The
Borrower retains the right but not an obligation, to repay the Principal Sum and the Interest in whole or in part at any time.


 


The
Borrower waives presentment, protest, notice of protest and notice of dishonour of this promissory note.


 


	 	BORROWER
	 	Red
    Metal Resources Ltd.
	 	 
	 	Per:
	 	 
	 	 
	 	Caitlin
    L. Jeffs


 




    	 



    	 



    

 


LOAN
AGREEMENT


February
16, 2022


 


Caitlin
L. Jeffs (the “Lender”) of 48 Peter Street, Thunder Bay, Ontario P7A 5H3, advanced total of CAD$175,000 (the “Principal
Sum”) to Red Metal Resources Ltd. (the “Borrower”) of 1130 Pender Street, West, Unit 820, Vancouver, BC V6E 4A4.


 


The
Borrower agrees to repay the Principal Sum on demand, together with interest calculated and compounded monthly at the rate of 8% per
year (the “Interest”) from the date of this loan agreement. The Borrower is liable for repayment of the Principal Sum and
accrued Interest and any costs that the Lender incurs in trying to collect the Principal Sum and the Interest.


 


The
Borrower will evidence the debt and its repayment of the Principal Sum and the Interest with a promissory note in the attached form.


 


	LENDER
    	 	BORROWER
	Caitlin
    L. Jeffs 	 	Red
    Metal Resources Ltd.
	 	 	 
	Per:
    	 	Per:
	 	 	 
	 	 	 
	Caitlin
    L. Jeffs 	 	Joao
                                            da Costa, CFO



 




    	 



    	 



    

 


PROMISSORY
NOTE


 


	Principal
    Amount: CAD$175,000	February
                                            16, 2022



 


For
value received Red Metal Resources Ltd., (the “Borrower”)
promises to pay on demand to the order of Caitlin L. Jeffs (the “Lender”) the sum of $175,000 lawful money of Canada
(the “Principal Sum”) together with interest on the Principal Sum accrued from the date of the Loan Agreement, as explicitly
specified in that Loan Agreement dated for reference February 16, 2022 (“Effective Date”) both before and after maturity,
default and judgment at the Interest Rate as defined below.


 


For
the purposes of this promissory note, Interest Rate means 8 per cent per year. Interest at the Interest Rate must be calculated and compounded
monthly not in advance from and including the Payment Date (for an effective rate of 8.3% per annum calculated monthly), and is payable
together with the Principal Sum when the Principal Sum is repaid.


 


The
Borrower retains the right but not an obligation, to repay the Principal Sum and the Interest in whole or in part at any time.


 


The
Borrower waives presentment, protest, notice of protest and notice of dishonour of this promissory note.


 


	 	BORROWER
	 	Red
    Metal Resources Ltd.
	 	 
	 	Per:
	 	 
	 	 
	 	Joao
                                            da Costa, CFO



 




    	 



    	 



    


 


LOAN
AGREEMENT


February
24, 2022


 


Caitlin
L. Jeffs (the “Lender”) of 48 Peter Street, Thunder Bay, Ontario P7A 5H3, advanced total of CAD$50,000 (the “Principal
Sum”) to Red Metal Resources Ltd. (the “Borrower”) of 1130 Pender Street, West, Unit 820, Vancouver, BC V6E 4A4.


 


The
Borrower agrees to repay the Principal Sum on demand, together with interest calculated and compounded monthly at the rate of 8% per
year (the “Interest”) from the date of this loan agreement. The Borrower is liable for repayment of the Principal Sum and
accrued Interest and any costs that the Lender incurs in trying to collect the Principal Sum and the Interest.


 


The
Borrower will evidence the debt and its repayment of the Principal Sum and the Interest with a promissory note in the attached form.


 


	LENDER
    	 	BORROWER
	Caitlin
    L. Jeffs 	 	Red
    Metal Resources Ltd.
	 	 	 
	Per:
    	 	Per:
	 	 	 
	 	 	 
	Caitlin
    L. Jeffs 	 	Joao
                                            da Costa, CFO



 




    	 



    	 



    

 


PROMISSORY
NOTE


 


	Principal
    Amount: CAD$50,000	February
                                            24, 2022



 


For
value received Red Metal Resources Ltd., (the “Borrower”)
promises to pay on demand to the order of Caitlin L. Jeffs (the “Lender”) the sum of $50,000 lawful money of Canada
(the “Principal Sum”) together with interest on the Principal Sum accrued from the date of the Loan Agreement, as explicitly
specified in that Loan Agreement dated for reference February 24, 2022 (“Effective Date”) both before and after maturity,
default and judgment at the Interest Rate as defined below.


 


For
the purposes of this promissory note, Interest Rate means 8 per cent per year. Interest at the Interest Rate must be calculated and compounded
monthly not in advance from and including the Payment Date (for an effective rate of 8.3% per annum calculated monthly), and is payable
together with the Principal Sum when the Principal Sum is repaid.


 


The
Borrower retains the right but not an obligation, to repay the Principal Sum and the Interest in whole or in part at any time.


 


The
Borrower waives presentment, protest, notice of protest and notice of dishonour of this promissory note.


 


	 	BORROWER
	 	Red
    Metal Resources Ltd.
	 	 
	 	Per:
	 	 
	 	 
	 	Joao
                                            da Costa, CFO



 




    	 



    	 



    


 


LOAN
AGREEMENT


March
22, 2022


 


Caitlin
L. Jeffs (the “Lender”) of 48 Peter Street, Thunder Bay, Ontario P7A 5H3, advanced total of USD$165,000 (the “Principal
Sum”) to Red Metal Resources Ltd. (the “Borrower”) of 1130 Pender Street, West, Unit 820, Vancouver, BC V6E 4A4. At
the request of the Borrower, the funds were wired to the Borrower’s wholly-owned subsidiary, Minera Polymet SpA, with an address
at 3260 Baldomero Lillo, Vallenar, Chile.


 


The
Borrower agrees to repay the Principal Sum on demand, together with interest calculated and compounded monthly at the rate of 8% per
year (the “Interest”) from the date of this loan agreement. The Borrower is liable for repayment of the Principal Sum and
accrued Interest and any costs that the Lender incurs in trying to collect the Principal Sum and the Interest.


 


The
Borrower will evidence the debt and its repayment of the Principal Sum and the Interest with a promissory note in the attached form.


 


	LENDER
    	 	BORROWER
	Caitlin
    L. Jeffs 	 	Red
    Metal Resources Ltd.
	 	 	 
	Per:
    	 	Per:
	 	 	 
	 	 	 
	Caitlin
    L. Jeffs 	 	Joao
                                            da Costa, CFO



 




    	 



    	 



    

 


PROMISSORY
NOTE


 


	Principal
    Amount: USD$165,000	March
                                            22, 2022



 


For
value received Red Metal Resources Ltd., (the “Borrower”)
promises to pay on demand to the order of Caitlin L. Jeffs (the “Lender”) the sum of $165,000 lawful money of United
States of America (the “Principal Sum”) together with interest on the Principal Sum accrued from the date of the Loan Agreement,
as explicitly specified in that Loan Agreement dated for reference March 22, 2022 (“Effective Date”) both before and after
maturity, default and judgment at the Interest Rate as defined below.


 


For
the purposes of this promissory note, Interest Rate means 8 per cent per year. Interest at the Interest Rate must be calculated and compounded
monthly not in advance from and including the Payment Date (for an effective rate of 8.3% per annum calculated monthly), and is payable
together with the Principal Sum when the Principal Sum is repaid.


 


The
Borrower retains the right but not an obligation, to repay the Principal Sum and the Interest in whole or in part at any time.


 


The
Borrower waives presentment, protest, notice of protest and notice of dishonour of this promissory note.


 


	 	BORROWER
	 	Red
    Metal Resources Ltd.
	 	 
	 	Per:
	 	 
	 	 
	 	Joao
                                            da Costa, CFO