property
purchase AGREEMENT


 


THIS
property purchase AGREEMENT dated as of the
13th day of March, 2017,


 


between:


 


sustainable
petroelum group inc., a company duly incorporated
under the laws of the State of Nevada, having its executive office located at 2316 Pine Ridge Road, 383, Naples, Florida, 34109


 


(the
“Company”)


 


AND:


 


workplan
holding inc., a company duly incorporated
and having its executive office located at 2316 Pine Ridge Road, 383, Naples, Florida, 34109


 


(the
“Vendor”)


 


WHEREAS:


 


	A.	the
    Vendor is the legal and beneficial owners of 13 mineral claims (the “Properties”) as listed in Schedule
    “A” attached hereto;
	 	 
	B.	the
    Vendor wishes to sell, and the Company wishes to purchase, in accordance with the terms and conditions set out below, all
    of the right, title and interest of the Vendor in and to the Properties;


 


NOW
THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual promises, covenants, conditions, representations
and warranties hereinafter contained and for other good and valuable consideration, the receipt of which are hereby acknowledged,
and subject to the terms and conditions hereinafter set out, the Parties hereto have agreed and do hereby agree as follows:


 


1.0      Assets
to be Purchased and Sold: Subject to the terms and conditions of this agreement, the Vendor agrees to sell, transfer, convey,
assign, and quit claim to the Company, and the Company agrees to purchase from the Vendor, all of the Vendor’s right, title
and interest in and to Properties, free and clear of all liens, charges and encumbrances, of any nature whatsoever, effective
as of the Closing.


 


2.0      Purchase
Price: The purchase price for the Properties is Five Million (CDN$5,000,000) Dollars in the lawful currency of Canada (the
“Purchase Price”). The Company hereby agrees to issue an aggregate One Million Two Hundred and Fifty Thousand
(1,250,000) restricted shares of common stock in the capital of the Company to the Vendor (the “Shares”) for
the Purchase Price of all of the Vendor’s right, title and interest in and to the Properties.


 




    	 



    	-2-



    

 


3.1      Payment
of Purchase Price: The Purchase Price shall be paid by the Company issuing and delivering the Shares to the Vendor and the
Vendor agrees to accept the Shares as payment in full of the Purchase Price (the “Closing”).


 


3.2      Closing
Conditions: Notwithstanding anything to the contrary herein, the obligations of the parties under this agreement are subject
to the following conditions being fulfilled on or before the Closing or being waived by the Parties on or before the Closing:


 


(a)    the
representations and warranties of each of the parties being true and accurate as at the Closing;


 


(b)    each
party having complied with all their terms, covenants and agreements in this agreement as agreed to be performed or caused by
it on or before the Closing;


 


(c)    prior
to Closing the Vendor will maintain the Properties in good standing and will maintain all insurance coverages as required and
the Vendor will be responsible for all taxes due as required up to Closing; and


 


(d)    the
Company acknowledges the Vendor has entered into a third party agreement with John Leliever and granted a 3% NSR (net smelter
return) with a buy back option of one half of the 3% NSR (1.5%) for a one-time payment of CDN$1,500,000.00 prior to a bankable
prefeasibility being completed, and that such NSR will be carried forward by the Company.


 


4.1      Representations
and Warranties of the Vendor: The Vendor represents and warrants to, and covenants in favor of, the Company in connection
with the sale of the Properties by the Vendor as follows:


 


(a)    the
Vendor has the exclusive power and capacity to execute and deliver this agreement and to perform its obligations under this agreement;


 


(b)    all
necessary action has been taken by the Vendor to authorize the execution and delivery of this agreement and the performance of
its obligations under this agreement;


 


(c)    each
of the execution and delivery of this agreement, the performance by the Vendor of its obligations under this agreement and the
consummation of the transactions contemplated in this agreement, do not and will not conflict with or result in a breach or violation
of any of the terms or provisions of, or constitute a default under (whether after notice or lapse of time or both): (i) any statute,
rule or regulation applicable to the Vendor; (ii) any mortgage, note, indenture, contract, agreement, joint venture, partnership,
instrument, lease or other document to which the Vendor is a party or by which he is bound; or (iii) any judgment, decree or order
binding the Vendor or his property or assets;


 




    	 



    	-3-



    

 


(d)    this
agreement constitutes a legal, valid, and binding obligation of the Vendor, enforceable against the Vendor in accordance with
its terms. The Vendor has executed and delivered this agreement after having obtained such independent legal and other professional
advice as it considered necessary or appropriate, on a fully informed basis, and without duress or coercion;


 


(e)    the
Vendor is the recorded owner of a 100% interest in and to the Properties and the Vendor is the beneficial owner of a 100% interest
in and to the Properties, in each case with good and marketable title thereto;


 


(f)    the
Properties (including all ores, concentrates, minerals, metals or products in, on or under the Properties or which may be removed
or extricated therefrom) and the Vendor’s interest in and to the Properties, are free and clear of any and all liens, charges,
claims, encumbrances, mortgages, hypothecs, agreements, adverse claims (including, without limitation, any order or judgment relating
to the Properties or any legal proceedings in process, pending or threatened which might result in any such order or judgment),
royalties or other payments in the nature of a rent or royalty, or other interests of whatsoever nature or kind, recorded or unrecorded,
with the exception of the 3.0% NSR granted to John Leliever as set out in Section 3.2(d) above;


 


(g)    there
is no contract, option or any other right of another binding upon or which at any time in the future may become binding upon the
Vendor to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber the Vendor’s interest
in and to the Properties, other than pursuant to the provisions of this agreement;


 


(h)    neither
the entering into of this agreement nor the sale and transfer to the Company of all of the Vendor’s interest in and to the
Properties is, or will be, in contravention of any legislation respecting the use of lands or otherwise in the jurisdiction in
which the Properties are situate;


 


(i)    there
are no adverse claims against or challenges to the Vendor’s title to the Properties or any part of the Properties;


 


(j)    the
Vendor has not received from any governmental instrumentality any notice of, or communication relating to, any actual or alleged
breach of any environmental laws, regulations, policies or requirements, and there are no outstanding work orders or actions required
to be taken relating to environmental matters respecting the Properties or any operations carried out thereon;


 


(k)    to
the best of the Vendor’s knowledge, there have been no material spills, discharges, leaks, emissions, ejections, escapes,
dumpings or other releases of any kind of any toxic or hazardous substances in, on or under the Properties or the environment
surrounding it and there is no presence of polychlorinated biphenyl in, on or under the Properties;


 


(l)    conditions
on and relating to the Properties respecting all past and current operations thereon carried on by or on behalf of the Vendor
is in compliance with all applicable federal, provincial, and municipal laws including all laws, orders, rules and regulations
of whatever authority, as they may apply to and affect environmental matters, waste disposal and storage, and pollution control
standards;


 




    	 



    	-4-



    

 


(m)    to
the best of the Vendor’s knowledge, the Properties are free and clear of all unprotected open mine shafts, mine openings
or workings, open pits, rock stockpiles, mine tailings or waste materials;


 


(n)    there
are no outstanding or pending or, to the best of the Vendor’s knowledge, threatened actions, suits, proceedings or claims
affecting (or potentially affecting) all or any part of the Properties;


 


(o)    the
Vendor has and will continue to make available to the Company all information in its possession or control relating to work done
on or with respect to the Properties, including information that could reasonably be considered to relate to whether the Properties
might have the potential for economic mineralization;


 


(p)    the
Vendor has been the registered holder of the Properties and the Vendor has not granted any person or corporation access to or
the right to enter upon and explore or investigate the mineral potential of the Properties and the Vendor is not aware of any
such exploration or investigation having been conducted thereon;


 


(q)    with
the exception of the 3.0% NSR granted to John Leliever as set out in Section 3.2(d), the Properties are not subject to any outstanding
obligations or liabilities whatsoever or any agreement with any third party;


 


(r)    the
surface rights of the Properties have not been dealt with or encumbered in any fashion by the Vendor and the Vendor has the right
and has unimpeded access to the surface area of the Properties;


 


(s)    the
Vendor is not aware of any restriction on the zoning of the Properties or any proposed change to such zoning which would hinder
or prohibit the intended use by the Company of the Properties for exploration and mining activity; and


 


(t)    all
taxes, assessments, rentals, levies or other payments relating to the Properties and required to be made to any federal, provincial,
or municipal governmental instrumentality have been made.


 


4.2      Survival
of the Vendor’s Representations and Warranties: The representations and warranties of the Vendor made in or pursuant
to this agreement shall be true and correct in all respects on the date hereof and shall be true and correct in all respects on
the Closing, with the same force and effect as if such representations and warranties had been made at and as of the Closing.
The representations, warranties, and covenants of the Vendor contained in this agreement and any agreement, instrument, certificate
or other document executed or delivered pursuant to this agreement shall survive the execution of this agreement and the Closing.


 


4.3      Indemnification
of the Vendor: The Vendor agrees to forever indemnify and save the Company, and the directors, officers, employees, agents
and shareholders of the Company, harmless from any and all claims, losses, damages, costs, actions and suits, of any nature whatsoever,
arising out of or in connection with any breach of any representation, warranty or covenant made by the Vendor in or pursuant
to this agreement.


 




    	 



    	-5-



    

 


5.1      Representations
and Warranties of the Company: The Company represents and warrants to, and covenants in favor of, the Vendor in connection
with the purchase of the Properties by the Company as follows:


 


(a)    this
agreement constitutes a legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with
its terms;


 


(b)    the
Company is legally competent to execute this agreement and to take all actions required pursuant to this agreement; and


 


(c)    each
of the execution and delivery of this agreement, the performance by the Company of its obligations hereunder and the consummation
of the transactions contemplated in this agreement, do not and will not conflict with or result in a breach or violation of any
of the terms or provisions of, or constitute a default under (whether after notice or lapse of time or both): (i) any statute,
rule or regulation applicable to the Company; (ii) the constating documents, by-laws or resolutions of the Company which are in
effect at the date hereof; (iii) any mortgage, note, indenture, contract, agreement, joint venture, partnership, instrument, lease
or other document to which the Company is a party or by which it is bound; or (iv) any judgment, decree or order binding the Company
or the property or assets of the Company.


 


5.2      Survival
of the Company’s Representations and Warranties: The representations and warranties of the Company made in or pursuant
to this agreement shall be true and correct in all respects on the date hereof and shall be true and correct in all respects on
the Closing, with the same force and effect as if such representations and warranties had been made at and as of the Closing.
The representations, warranties, and covenants of the Company contained in this agreement and any agreement, instrument, certificate
or other document executed or delivered pursuant to this agreement shall survive the execution of this agreement and the Closing.


 


5.3      Indemnification
of the Company: The Company agrees to forever indemnify and save the Vendor, and the directors, officers, employees, agents
and shareholders of the Vendor, harmless from any and all claims, losses, damages, costs, actions and suits, of any nature whatsoever,
arising out of or in connection with any breach of any representation, warranty or covenant made by the Company in or pursuant
to this agreement.


 


6.0      Assignment
in Trust: It is acknowledged that the Vendor has transferred, assigned and set over to the Company all of the right, title,
benefit and interest of the Vendor in the Properties, and that, with respect to the Properties of which the transfer of legal
ownership has not yet been affected, does hereby hold such Properties in trust for the Company and the benefits derived thereunder
shall be for the account of the Company. The Company shall have received at the time of Closing: (a) such instruments of sale,
transfer, conveyance, assignment or delivery, in registrable or recordable form or otherwise, in respect of the Properties or
any part thereof as the Company may reasonably require to assure the full and effective sale, transfer, conveyance, assignment
or delivery to it of the interest of the Vendor in and to the Properties to be transferred under this Agreement, in each case
in form and substance satisfactory to the Company; and (b) such other documents, certificates and other instruments dated as of
the Closing as would be usual in respect of the transactions contemplated herein or as the Company may reasonably require.


 




    	 



    	-6-



    

 


7.0      Required
Actions: The Vendor and the Company shall take or cause to be taken all necessary or desirable actions, steps and corporate
proceedings to approve or authorize validly and effectively the implementation of this agreement including the transfer of the
Properties to the Company and the execution and delivery of this agreement and other agreements and documents contemplated hereby.


 


8.0      Applicable
Law: This agreement shall be interpreted and governed in accordance with the laws of the State of Nevada and the laws of the
United States applicable therein. Any governing laws in regards to the Properties in Canada will also be in affect including the
Province of Ontario.


 


9.0      Legal
Counsel: Each party shall be responsible for retaining their own legal counsel and seeking independent legal advice. Except
as expressly otherwise provided in this agreement, the parties shall bear their own respective expenses (including, but not limited
to, all compensation and expenses of counsel, financial advisors, consultants, actuaries and independent accountants) incurred
in connection with the preparation and execution of this agreement and consummation of the transactions contemplated by this agreement.


 


10.0    Counterpart:
This agreement may be executed in counterparts with the same effect as if the parties hereto had signed the same document.
All counterparts and adopting instruments shall be construed together and shall constitute one and the same agreement.


 


IN
WITNESS WHEREOF this property purchase agreement was executed by the parties hereto as of the day and year first above written.


 


	Sustainable
    Petroleum Group Inc.	 	Workplan
    Holding Inc.
	 	 	 	 	 
	By:
    	/s/
    Authorized Signatory	 	By:	/s/
    Authorized Signatory
	 	Authorized
    Signatory	 	 	Authorized
    Signatory


 




    	 



    	-7-



    

 


SCHEDULE
“A”


 


Schedule
“A” to that certain Property Purchase Agreement among


Sustainable
Petroleum Group Inc. and Workplan Holding Inc.


made
as of the 13th day of March, 2017.


 


(number
of pages including this one: 2)


  


mineral
CLAIMS


 


The
Vendor is the registered and beneficial owner of certain mineral claims located in the Thunder Bay Mining Division Rickaby and
Lapierre Townships in the Province of the Ontario as follows:


 


Patent
Properties (9 claims)


 


62401-0010


SRO
MINING CLAIM TB11070 RICKABY AS IN PPA4452; GREENSTONE


 


62401-0011


MRO
MINING CLAIM TB11070 RICKABY AS IN PPA4452; GREENSTONE


 


62401-0012


SRO
MINING CLAIM TB11071 RICKABY AS IN PPA4453; GREENSTONE


 


62401-0013


MRO
MINING CLAIM TB11071 RICKABY AS IN PPA4453; GREENSTONE


 


62401-0014


SRO
MINING CLAIM TB11072 RICKABY ; GREENSTONE


 


62401-0015


MRO
MINING CLAIM TB11072 RICKABY; GREENSTONE


 


62401-0016


SRO
MINING CLAIM TB11073 RICKABY; GREENSTONE


 


62401-0017


MRO
MINING CLAIM TB11073 RICKABY; GREENSTONE


 


62401-0018


SRO
MINING CLAIM TB11074 RICKABY; GREENSTONE


 


62401-0019


MRO
MINING CLAIM TB11074 RICKABY; GREENSTONE


 


62401-0020


SRO
MINING CLAIM TB11075 RICKABY AS IN PPA4457; GREENSTONE


 




    	 



    	-8-



    

 


62401-0021


MRO
MINING CLAIM TB11075 RICKABY AS IN PPA4457; GREENSONE


 


62401-0022


SRO
MINING CLAIM TB11076 RICKABY; GREENSTONE


 


62401-0023


MRO
MINING CLAIM TB11076 RICKABY; GREENSTONE


 


62401-0024


SRO
MINING CLAIM TB11077 RICKABY; GREENSTONE


 


62401-0025


MRO
MINING CLAIM TB11077 RICKABY; GREENSTONE


 


62401-0026


SRO
MINING CLAIM TB11078 RICKABY AS IN PPA4460; GREENSTONE


 


62401-0027


MRO
MINING CLAIM TB11078 RICKABY AS IN PPA4460; GREENSTONE


 


Crown
Land Claims (4 claims)


 


Rickaby
Township


 


3011563


4211215


3011584


 


Lapierre
Township


 


4279298