Purchase
and Sale Agreement


 


BETWEEN:


 


BLUE
EAGLE LITHIUM INC.


 


AND


 


RANGEFRONT
GEOLOGICAL


 


DATED
AS oF THE _______ DAy of APRIL, 2019


 




    	 	 	 



    	 	- 1 -	 



    

 


THIS
AGREEMENT is dated effective April ________, 2019


 


BETWEEN:


 


RANGEFRONT
CONSULTING, LLC D.B.A. RANGEFRONT GEOLOGICAL, an entity with an office at 1031 Railroad Street, Suite 102B, Elko, Nevada,
89801, USA


 


(“Rangefront”)


AND:


 


BLUE
EAGLE LITHIUM INC., a company with an office at 2831 St Rose Parkway, Suite 200, Henderson, Nevada, 89052, USA


 


(“Blue
Eagle”)


 


Rangefront
and Blue Eagle are hereinafter referred to collectively as the “Parties”, and each, individually, as a “Party”.


 


WHEREAS:


 


(A)
Rangefront has identified 50 claims in the Railroad Valley approximately 90 miles northeast of Tonopah, Nye County, Nevada (the
“Claims”) as set out in Exhibit “A” attached hereto, which comprise a total parcel of 1,000 acres
in Nevada, United States (the “Property”);


 


(B)
Rangefront wishes to sell to Blue Eagle, and Blue Eagle wishes to purchase from Rangefront, all of Rangefront’s right, title
and interest in the Property on terms and conditions set out herein; and


 


(C)
the Parties have agreed that this Agreement shall supersede all previous agreements and understandings related to the Transaction
with the terms, conditions and covenants set out herein.


 


NOW
THEREFORE, in consideration of the mutual covenants contained herein, the parties hereby agree as follows:


 




    	 	 	 



    	 	- 2 -	 



    

 


Part
1


 


Interpretations


 


Definition


 


1.1
In this Agreement:


 


(a)
“Affiliate” means any Person that controls, is controlled by, or is under common control with, a Party. For
the purposes of the preceding sentence only, “control” means the right to the exercise, directly or indirectly, of
more than fifty percent (50%) of the voting rights attributable to the controlled Person;


 


(b)
“Agreement” means this Agreement for Purchase and Sale and all of the Exhibits attached hereto, as the same
may be amended from time to time in accordance with the terms hereof;


 


(c)
“Applicable Law” means in relation to any person, transaction or event, all laws, statutes, regulations, directives
and decisions of any governmental body having jurisdiction over such person, transaction or event;


 


(d)
“Business Day” means any day that is not a Saturday, Sunday or statutory holiday in Elko, Nevada;


 


(e)
“Claims” have the meaning ascribered thereto in Recital (A) hereof;


 


(f)
“Closing” means the completion of the Transaction;


 


(g)
“Closing Date” means 90 days from the date of the Agreement, or such other date as may be agreed to by the
Parties;


 


(h)
“Effective Date” means the date of execution of this Agreement;


 


(i)
“Exchange” means the OTC US Exchange, or a similar, reputable Exchange;


 


(j)
“Governmental Authority” means any Canadian or United States federal, provincial, territorial, state, regional,
municipal or local government or authority, quasi-government authority, fiscal or judicial body, government or self-regulatory
organization, commission, board, tribunal, organization, or any regulatory, administrative or other agency, or any political or
other subdivision, department, or branch of any of the foregoing;


 


(k)
“Person” means an individual, corporation, trust, partnership, limited liability company, contractual mining
company, joint venture, unincorporated organization, firm, estate, Governmental Authority or any agency or political subdivision
thereof, or other entity;


 


(l)
“Press Release” has the meaning ascribed thereto in §9.3 hereof;


 




    	 	 	 



    	 	- 3 -	 



    

 


(m)
“Property” has the meaning ascribed thereto in Recital (A) hereof;


 


(n)
“Regulations” means all statutes, laws, rules, orders and regulations in effect from time to time and made
by governments or governmental boards or agencies having jurisdiction over the Property, and over the operations to be conducted
thereon;


 


(o)
“Related Body Corporate” has the meaning ascribed to such term in the Corporations Act


 


(p)
“Third Party” means a person, partnership, joint venture, corporation or other form of enterprise that is not
a Party to this Agreement or an Affiliate of any such entity, and does not include a Governmental Authority;


 


(q)
“Transaction” means the transaction to be carried out by the Parties in accordance with the terms of this Agreement
and each other agreement, document or instrument executed in connection herewith, whereby Rangefront will sell to Blue Eagle the
Claims in consideration of the terms, conditions, representations and warranties, and mutual covenants contained herein;


 


(r)
“Wholly Owned Affiliate” means an Affiliate of a Party that is wholly-owned by such Party or such Party’s
parent company or companies; and


 


Interpretation


 


1.2
For the purposes of this Agreement, except as otherwise expressly provided herein:


 


(a)
the words “herein”, “hereof”, and “hereunder” and other words of similar
import refer to this Agreement as a whole and not to any particular Part, clause, subclause or other subdivision or Exhibit;


 


(b)
a reference to a Part means a Part of this Agreement and the symbol § followed by a number or some combination of numbers
and letters refers to the section, paragraph or subparagraph of this Agreement so designated;


 


(c)
the headings are for convenience only, do not form a part of this Agreement and are not intended to interpret, define or limit
the scope, extent or intent of this Agreement or any of its provisions;


 


(d)
the word “including”, when following a general statement, term or matter, is not to be construed as limiting
such general statement, term or matter to the specific items or matters set forth or to similar items or matters (whether or not
qualified by non-limiting language such as “without limitation” or “but not limited to” or words of similar
import) but rather as permitting the general statement or term to refer to all other items or matters that could reasonably fall
within its possible scope;


 


(e)
where the phrase “to the knowledge of” or phrases of similar import are used in respect of the parties, it
will be a requirement that the party in respect of who the phrase is used will have made such due inquiries as is reasonably necessary
to enable such party to make the statement or disclosure;


 




    	 	 	 



    	 	- 4 -	 



    

 


(f)
a reference to currency means currency of the United States of America; and


 


(g)
words importing the masculine gender include the feminine or neuter, words in the singular include the plural, words importing
a corporate entity include individuals, and vice versa.


 


Exhibits


 


1.3
The following Exhibits are attached hereto and made part of this Agreement:


 


(a)
Exhibit “A” – Property


 


(b)
Exhibit “B” - Wire Details for Staking (Rangefront)


 


(c)
Exhibit “C” - Legal Claim Description


 


Part
2


 


PURCHASE
AND SALE


 


Purchase
and Sale


 


2.1
Subject to all of the terms and conditions of this Agreement, Rangefront shall sell and convey to Blue Eagle, and Blue Eagle shall
purchase and accept from Rangefront, for the Purchase Price (as defined herein), the Claims. The purchase and sale shall be effective
as of the Effective Date, however, conveyance of the Property shall not occur until the Closing Date.


 


Purchase
Price


 


2.2
The purchase price for the Claims (the “Purchase Price”) shall be:


 


(a)
County fees due within 90 days ($45 per Claim x 50 Claims) = $2,250 (payable by cash or cheque to “Esmeralda County
Recorder” or a similar method of payment to Rangefront); and


 


(b)
BLM fees, due within 90 days ($212 per Claim x 50 Claims) = $10,600


 


(c)
Upon payment to the BLM (here within Section 2.2(b)), transfer fee ($20 per Claim x 50 Claims) = $1,000. Claims initially
registered under “Rangefront Geological”.


 


(d)
Staking fees of $7,500 to be paid (via cheque or wire to the bank address as indicated in Exhibit “B”) within
15 business days from the signing of this Agreement; and


 




    	 	 	 



    	 	- 5 -	 



    

 


(e)
Issuance of 200,000 common shares of Blue Eagle stock to Rangefront within 15 business days from the date of the recording of
the staked Claims with the County and BLM:


 


(f)
All payments and county fees as indicated in Section 2.2 are non-refundable.


 


Other
Expenditures


 


2.3
Subsequent to the Closing and transfer of title, annual BLM fees are due before August 31st, 2019 ($155 per Claim x 50 Claims)
= $7,750


 


2.4
Subsequent to the Closing of this Agreement and available acreage at the time of Closing of this Agreement, Blue Eagle holds an
exclusive option with Rangefront to acquire an additional 26 claims identified in the Area of Interest in Exhibit “A”
in the Railroad Valley comprising 520 acres. The option is valid for 30 business days from the date of Closing of this Agreement.


 


2.5
Terms for the option under Section 2.4 of this Agreement will be $7,500 to be paid to Rangefront within 30 business days from
the Closing of this Agreement and the issuance of 100,000 common shares of Blue Eagle stock to Rangefront within 15 business days
from the date of the option exercise.


 


2.6
County and BLM fees relating to the option under Section 2.4 of this Agreement (520 acres) will be paid by Blue Eagle within 90
days of the original staking. This amount represents $6,682.


 


Royalties


 


2.7
In addition to the consideration described under section 2.2 above, Blue Eagle acknowledges and agrees that Rangefront shall reserve
onto itself a royalty equal to a 1.0% royalty on revenues derived from the sale of lithium concentrate and other ores extracted
from the Property. Blue Eagle shall have the right to buy 0.5% of the royalty at any time for $1,000,000.


 


Performance


 


2.5
Blue Eagle agrees to pay Rangefront $1,000,000 in cash upon completion of an inferred resource calculation that confirms the presence
on the Property of a minimum 700,000 tonnes of lithium carbonate equivalent grading no lower than a 40 ppm Li grade average.


 




    	 	 	 



    	 	- 6 -	 



    

 


Part
3


 


Representations
and warranties


 


Mutual
Representations


 


3.1
Each Party represents and warrants to the other Party that:


 


(a)
it is a legal entity duly incorporated and validly existing under the laws of its jurisdiction of organization and has power to
carry on its business and to own its property and assets;


 


(b)
it is not insolvent under the laws of the place of its establishment or incorporation and is able to pay its debts as they fall
due;


 


(c)
it has all requisite power and authority required to enter into this Agreement and each other document or instrument delivered
in connection herewith and has all requisite power and authority to perform fully each and every one of its obligations hereunder;


 


(d)
it has taken all internal actions necessary to authorize it to enter into this Agreement and its representative whose signature
is affixed hereto is fully authorized to sign this Agreement and to bind such Party thereby;


 


(e)
neither the entering into this Agreement nor the performance of the obligations hereunder will conflict with, or result in a breach
of, or constitute a default under, any provision of its constituent documents, articles or by-laws, or any law, regulation, rule,
authorization or approval of any governmental authority, or of any contract or agreement, to which it is a party or is subject;
and


 


(f)
this Agreement and each other agreement, document or instrument delivered in connection herewith, when executed and delivered,
will constitute, valid and legally binding obligations of each Party, enforceable in accordance with their respective terms.


 


Part
4


 


closing
conditions


 


Rangefront’s
Conditions


 


4.1
The obligation of Rangefront to close the transactions contemplated by this Agreement is, at Rangefront’s option, subject
to satisfaction of the following conditions at or prior to Closing:


 


(a)
The representations and warranties of Rangefront contained herein shall be true in all material respects at and as of the Closing
as if such representations and warranties were made on and as of that date;


 




    	 	 	 



    	 	- 7 -	 



    

 


(b)
Blue Eagle shall have performed in all material respects the obligations, covenants and agreements required by this Agreement
to be performed and satisfied by Blue Eagle at or prior to the Closing; and


 


(c)
No suit or action by any third party or governmental authority shall be pending or threatened which seeks to restrain or enjoin
the consummation of the transaction contemplated by this Agreement.


 


Blue
Eagle’s Conditions


 


4.2
The obligation of Blue Eagle to close the transactions contemplated by this Agreement is, at Blue Eagle’s option, subject
to satisfaction of the following conditions at or prior to Closing:


 


(a)
The representations and warranties of Rangefront contained herein shall be true in all material respects at and as of the Closing
as if such representations and warranties were made on and as of that date;


 


(b)
Rangefront shall have performed in all material respects the obligations, covenants and agreements required by this Agreement
to be performed and satisfied by Rangefront at or prior to the Closing; and


 


(c)
No suit or action by any third party or governmental authority shall be pending or threatened which seeks to restrain or enjoin
the consummation of the transaction contemplated by this Agreement.


 


Exchange
Acceptance


 


4.3
The obligations of Rangefront under this Agreement are subject to the acceptance for filing of this Agreement by the Exchange,
if so required by the rules and policies of the Exchange. Blue Eagle agrees to use commercially reasonable efforts to assist Rangefront
in obtaining Exchange acceptance of this Agreement, including signing and delivering or providing all such documents and information
as may be reasonably required by the Exchange.


 


Part
5


 


Conditions
Precedent


 


5.1
The terms and conditions of this Agreement, and the obligations of the Parties hereunder, are subject to receipt by Rangefront
and Blue Eagle of all required corporate and regulatory approvals necessary to effect the Transaction, including but not limited
to receipt by the Parties of written approval from the Exchange.


 




    	 	 	 



    	 	- 8 -	 



    

 


Part
6


 


CLOSING


 


Time
and Place of Closing


 


6.1
Subject to satisfaction or waiver of the conditions set forth in Part 4, the Closing shall take place on APRIL _______, 2019 at
the offices of Rangefront, or at such other time or place, or in such other manner, as the Parties may agree to in writing.


 


Closing
Obligations


 


6.2
At Closing, Rangefront and Blue Eagle shall be required to perform as follows:


 


(a)
Blue Eagle shall pay to Rangefront the portion of the Purchase Price that is due in cash by way of bank draft, certified cheque
or bank wire at Closing,


 


(b)
Rangefront and Blue Eagle shall execute and deliver all such other instruments and take such other actions as may be necessary
to fully consummate the transactions contemplated by this Agreement.


 


Part
7


 


ASSUMPTION
AND INDEMNIFICATION


 


Assumption
and Indemnification by Blue Eagle


 


7.1
If Closing occurs, from and after the Closing Date, Blue Eagle assumes, as of the Effective Date, all of Rangefront’s obligations,
responsibilities and liabilities with respect to the Property but excluding any matters for which Rangefront is obligated to indemnify
Blue Eagle in Section 7.2. Blue Eagle agrees to indemnify, defend and hold Rangefront harmless from and against any and all claims,
demands or causes of action arising out of or in connection with the ownership and operation of the Property from and after the
Effective Date, and Blue Eagle’s breach of any representations, covenants, warranties or other agreements.


 


Indemnification
by Rangefront


 


7.2
Rangefront agrees to indemnify, defend and hold Blue Eagle harmless from and against any and all claims, demands or causes of
action arising out of or in connection with Blue Eagle’s breach of any representations, covenants, warranties or other agreements
contained herein.


 




    	 	 	 



    	 	- 9 -	 



    

 


Part
8


 


TERMINATION


 


Termination


 


8.1
This Agreement and the transactions contemplated hereby may be terminated prior to Closing;


 


(a)
By mutual agreement of the Parties; or


 


(b)
By either Party, if there has been a material breach of covenant or agreement contained in this Agreement, on the part of the
other Party, or the failure of a condition, and such breach of a covenant or agreement or failure of a condition has not been
cured or waived by the Closing.


 


Effect
of Termination


 


8.2
In the event of termination of this Agreement by mutual consent of the Parties pursuant to Section 8.1(a) above, this Agreement
shall be void and there shall be no liability or obligation on the part of either Party.


 


8.3
If this Agreement is terminated by Blue Eagle pursuant to Section 8.1(b) above, and if Rangefront concurs with Blue Eagle that
a material breach of covenant or agreement or failure of a condition has occurred and was not promptly cured, Rangefront shall
have no liability to Blue Eagle and Blue Eagle shall have no liability to Rangefront.


 


8.4
If this Agreement is terminated by Rangefront pursuant to Section 8.1(b) and if Blue Eagle does not contest Rangefront’s
termination under such section by written notification within seven (7) days, Rangefront shall be free to enjoy all rights of
ownership of the Claims and to sell, transfer, encumber or otherwise dispose of the Claims to any party without any restriction
under this Agreement.


 


Part
9


 


MISCELLANEOUS
PROVISIONS


 


Force
Majeure


 


9.1
In this §9.1, the term “event of force majeure” means any event the occurrence or subsistence of which prevents
a party from performing any obligation described in this Agreement and which is not reasonably within the control of such Party,
and includes, without limitation, an act of God, a governmental directive or restriction, a labour dispute, and an act of war
or other unlawful act against public order or authority. Any Party which is at any time prevented by an event of force majeure
from conducting any operation or activity, or from performing any obligation hereunder will promptly so notify the other Party,
providing reasonable particulars of the event of force majeure and the operation, activity or obligation the conduct or performance
of which is prevented thereby, and will take all such steps as may be reasonable in the circumstances to remedy such event of
force majeure; provided, however, that no party will be required by the provisions hereof to settle any strike, lockout or other
labour dispute on terms which it would not otherwise so settle. If either Party is at any time prevented by an event of force
majeure from performing any obligation hereunder (other than an obligation to pay money), such obligation will, to the extent
that its performance is prevented by such event of force majeure, be suspended for so long as the event of force majeure continues
to prevent such performance, and the non-performance of such obligation to such extent during such period of suspension will not
constitute a breach of default hereunder.


 




    	 	 	 



    	 	- 10 -	 



    

 


Confidentiality


 


9.2
The Parties will keep confidential from Third Parties all information obtained in the course of or as a result of any operations
conducted pursuant to this Agreement or supplied by one Party to the other hereunder, except information which the Parties have
expressly agreed to release. Each Party will take measures in connection with operations and internal security as will be advisable
in the circumstances to maintain such confidentiality.


 


9.3
Each Party may issue a press release relating to any operation subject to this Agreement at any time and without the prior approval
of the other Party if the press release is drafted and issued in accordance with all applicable laws, Regulations, regulatory
authorities and stock exchanges having jurisdiction over the press release, the Parties, the Property, the Transaction and this
Agreement. Notwithstanding each Party’s right to issue a press release at its sole discretion, each Party shall use its
best efforts to consult with the other Party regarding the content of a press release prior to issuing it if the issuing Party
has reason to believe that the press release could affect the other Party in a material way. For the purposes of this §9.3,
“press release”, will include any release of information or dissemination to the public by the media including,
without limitation, the press, internet, radio or television media or any one or more of them.


 


Notice


 


9.4
Any notice, consent, waiver, direction or other communication required or permitted to be given under this Agreement by a party
will be in writing and will be delivered by hand to the party to which the notice is to be given at the following address or sent
by facsimile to the following numbers or to such other address or facsimile number as will be specified by a party by like notice.
Any notice, consent, waiver, direction or other communication aforesaid will, if delivered, be deemed to have been given and received
on the date on which it was delivered to the address provided herein (if a Business Day or, if not, then the next succeeding Business
Day) and if sent by facsimile be deemed to have been given and received at the time of receipt (if a Business Day or, if not,
then the next succeeding Business Day) unless actually received after 4:00 p.m. (Vancouver time) at the point of delivery in which
case it will be deemed to have been given and received on the next Business Day.


 




    	 	 	 



    	 	- 11 -	 



    

 


The
address for sending notice to each Party will be as follows:


 


 (a)        to Rangefront:




Rangefront
Geological


1031
Railroad Street, Suite 102B


Elko,
Nevada, 89801, USA


 


Attention:
Brian Goss


 


(b)       to Blue Eagle:


Blue
Eagle Lithium Inc.


2831
St Rose Parkway, Suite 200


Henderson,
Nevada, 89052


 


Attention:
Rupert Ireland


 


Any
Party may at any time and from time to time notify the other parties in writing of a change of address and the new address to
which notice will be given to it thereafter until further change.


 


Supersedes
Prior Agreements


 


9.5
All the agreements, arrangements and understandings between the Parties hereto which are the subject matter of this Agreement
are embodied in this Agreement and this document will supersede all prior agreements, arrangements and understandings and any
modification or amendment hereof will not be valid or binding on the Parties unless made in writing and duly signed by or on behalf
of that Party.


 


Laws
and Regulations


 


9.6
This Agreement and the respective rights and obligations of the Parties created by it, will be subject to all applicable Regulations,
and in the event that any of the provisions contained in this Agreement or the operations contemplated under it are found to be
inconsistent with or contrary to any such Regulation, the Regulations will be deemed to control and this Agreement will be regarded
as modified accordingly and as so modified will continue in full force and effect.


 


9.7
This Agreement will be interpreted and construed in accordance with the laws of the state of Nevada and the federal laws of the
United States of America as applicable therein.


 


Further
Assurances


 


9.8
Each of the Parties will from time to time and at all times do such further acts and execute and deliver all such further deeds
and documents as will be reasonably required in order to fully perform and carry out the terms of this Agreement.


 




    	 	 	 



    	 	- 12 -	 



    

 


Inurement


 


9.9
Subject to the terms of this Agreement, this Agreement will be binding upon and inure to the benefit of the parties and their
respective successors and permitted assigns.


 


Time


 


9.10
Time will be of the essence in this Agreement.


 


Entire
Agreement


 


9.11
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and
replaces all previous understandings and agreements, whether written or oral, between the parties with respect to the subject
matter hereof.


 


No
Partnership


 


9.12
This Agreement will not be construed for any purpose to give rise to a partnership, association or any other relationship in which
the Parties hereto may be liable for the acts or omissions of the other Party hereto nor to constitute a Party, the agent or legal
representative of the other Party and each Party will be individually and severely responsible only for its obligations as set
out in this Agreement.


 


Waiver


 


9.13
No waiver by either Party of any default by the other Party in the performance of this Agreement will operate or be construed
as a waiver of any future default or defaults by that Party whether of a like or of a different character.


 


Costs


 


9.14
Each Party will be solely responsible for all costs, expenses and fees of any nature, including but not limited to legal fees,
payable by such Party in connection with the preparation and negotiation of this Agreement.


 


Counterpart
Execution


 


9.15
This Agreement may be executed in separate counterparts and all of the executed counterparts (including facsimile copies thereof)
will together constitute one instrument and have the same force and effect as if all executed counterparts were of the same instrument.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 




    	 	 	 



    	 	- 13 -	 



    

 


IN
WITNESS WHEREOF, the Parties have caused their duly authorized representatives to execute these presents on the day and year
above first written.


 


	RANGEFRONT
    GEOLOGICAL
	 	 	 
	Per:	 	 
	Name:	Brian
    Goss	 
	Title:	President	 
	 	 	 
	BLUE
    EAGLE LITHIUM INC.
	 	 	 
	Per:	 	 
	Name:	Rupert
    Ireland	 
	Title:	CEO
    and Director	 


 




    	 	 	 



    	 	- 1 -	 



    

 


EXHIBIT
“A”


 


PROPERTY


 


This
is Exhibit “A” to the Agreement for Purchase and Sale dated APRIL _______, 2019 between Rangefront Geological and
Blue Eagle Lithium Inc. (the “Agreement”).


 





 






 


The
50 claims constitute the Property and represent 1,000 acres, located within the Railroad Valley basin and within the Area of Interest
below. The 26 claims under the option provision as outlined in Section 2.4 of this Agreement represent 520 acres and are also
located within this Area of Interest.


 


	Initial
    50 Claim Group
	Claim
    Name	 	Owner(s)	 	Township	 	Range	 	Section
	 	 	 	 	 	 	 	 	 
	RR
    11	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	20
	RR
    12	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	20
	RR
    13	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	20
	RR
    14	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	20
	RR
    15	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	20
	RR
    16	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	20
	RR
    17	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    18	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    19	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    20	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    21	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    22	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    23	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    24	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29



 






    	 	 	 



    	 	- 2 -	 



    




 


	RR
    25	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    26	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    27	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    28	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    29	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    30	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    31	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    32	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    33	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    34	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    35	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    36	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    37	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    38	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    39	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    40	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    41	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    42	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    43	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    44	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    45	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32



 






    	 	 	 



    	 	- 3 -	 



    

 


	RR
    46	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    47	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    48	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    59	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	20
	RR
    60	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	20
	RR
    61	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	20
	RR
    62	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	20
	RR
    63	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	20
	RR
    64	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	20
	RR
    65	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    66	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    67	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    68	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    69	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    70	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29


 


	Additional
    26 Claim Group
	Claim
    Name	 	Owner(s)	 	Township	 	Range	 	Section
	RR
    71	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    72	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    73	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    74	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    75	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29



 






    	 	 	 



    	 	- 4 -	 



    

 


	RR
    76	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    77	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    78	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    79	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    80	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    81	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    82	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    83	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    84	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    85	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    86	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    87	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    88	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    89	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    90	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    91	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    92	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    93	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    94	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    95	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    96	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32


 




    	 	 	 



    	 	- 5 -	 



    

 


Location
Map


 


(Property
and Specific Claim Blocks Outlined in Grey)


 




    	 	 	 



    	 	- 6 -	 



    

 


EXHIBIT
“B”


 


WIRE
DETAILS FOR STAKING CLAIMS


 


This
is Exhibit “B” to the Agreement for Purchase and Sale dated APRIL _____, 2019 between Rangefront Geological and Blue
Eagle Lithium Inc. (the “Agreement”) and relates to the payment of staking claims, County and BLM fees as per
Section 2.2.


 





 



 


	Receiver
    Name: 	Rangefront
    Consulting, LLC
	Address:	1031
    Railroad Street, Suite 102B
	 	Elko,
    Nevada, 89801, USA


 


	Electronic
    Payment Information
	Bank
    Information	 	Business
    Physical Address	 	Business
    Mailing Address
	 	 	 	 	 
	Wells
        Fargo Bank, N.A.

        405
        Idaho Street

        Elko,
        NV 89801 USA

        775-738-2134

         

        Account
        #: 0202538252

        Routing
        #: 121000248

        Swift#:
        WFBIUS6S
	 	Rangefront
        Consulting, LLC

        1031
        Railroad St.

        Suite
        102B

        Elko,
        NV 89801
	 	Rangefront
        Consulting, LLC

        PO
        Box 2543

        Elko,
        NV 89803



 




    	 	 	 



    	 	- 7 -	 



    

 


EXHIBIT
“C”


 


LEGAL
CLAIM DESCRIPTION


 


50
PLACER CLAIMS


 


This
is Exhibit “C” to the Agreement for Purchase and Sale dated APRIL ________, 2019 between Rangefront Geological and
Blue Eagle Lithium Inc. (the “Agreement”) and relates to the legal claim description of the property located
in Railroad Valley, Nevada, USA. Also included are the 26 claims under the option provision as specified in Section 2.4 of this
Agreement.


 





 



 


	Claim
    Name	 	Owner(s)	 	Township	 	Range	 	Section
	 	 	 	 	 	 	 	 	 
	RR
    11	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	20
	RR
    12	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	20
	RR
    13	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	20
	RR
    14	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	20
	RR
    15	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	20
	RR
    16	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	20
	RR
    17	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    18	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    19	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29



 






    	 	 	 



    	 	- 8 -	 



    

 


	RR
    20	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    21	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    22	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    23	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    24	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    25	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    26	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    27	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    28	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    29	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    30	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    31	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    32	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    33	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    34	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    35	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    36	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    37	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    38	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    39	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    40	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    41	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32



 






    	 	 	 



    	 	- 9 -	 



    

 


	RR
    42	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    43	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    44	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    45	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    46	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    47	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    48	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    59	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	20
	RR
    60	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	20
	RR
    61	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	20
	RR
    62	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	20
	RR
    63	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	20
	RR
    64	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	20
	RR
    65	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    66	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    67	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    68	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    69	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    70	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    71	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    72	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29



 






    	 	 	 



    	 	- 10 -	 



    

 


	RR
    73	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    74	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    75	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    76	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    77	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    78	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    79	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    80	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	29
	RR
    81	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    82	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    83	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    84	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    85	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    86	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    87	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    88	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    89	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    90	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    91	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    92	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    93	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    94	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    95	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32
	RR
    96	 	Rangefront
    Consulting LLC	 	006
    N	 	055
    E	 	32