THIRD AMENDMENT


TO


AGREEMENT AND PLAN OF MERGER


 


THIS THIRD AMENDMENT
(the “Amendment”) to that certain Agreement and Plan of Merger (as amended, the “Agreement”),
dated as of August 10, 2012, by and among Canwealth Minerals Corporation, a Delaware Corporation (“Canwealth”),
USG1, Inc., a Delaware Corporation (“USG1”), and Kimi Royer, as representative of the USG1 Stockholders (the
“Stockholder Representative”), is entered into as of October 5, 2015, by and among USG1 (now known as Canwealth
Minerals Corporation) and the Stockholder Representative. Capitalized terms used and not otherwise defined herein shall have the
meanings given to them in the Agreement.


 


WITNESSETH


 


WHEREAS, at the closing of the Merger on February
11, 2013: (i) Canwealth was merged with and into USG1 with USG1 continuing as the surviving entity in the Merger; (ii)
the existing shares of Canwealth common stock were converted into Forty-Four Million One Hundred Sixty-Nine Thousand Two
Hundred and Thirty-One (44,169,231) shares of USG1 Stock; and (iii) the USG1 Stockholders continued to hold an aggregate of
Six Million Six Hundred Thousand (6,600,000) shares of USG1 Stock;


 


WHEREAS, contemporaneously
with the closing of the Merger, USG1 changed its corporate name to “Canwealth Minerals Corporation”;


 


WHEREAS, pursuant
to the Agreement, Canwealth is obligated to pay the Stockholder Representative an aggregate of Fifty Thousand Dollars ($50,000)
(the “Merger Consideration”) to be distributed in accordance with the terms of the Agreement;


 


WHEREAS, pursuant to the Agreement, the Merger
Consideration is payable as follows: (A) Ten Thousand Dollars ($10,000) upon a Registration Statement on Form S-1 filed by
USG1 being declared effective by the Securities and Exchange Commission; and (B) Forty Thousand Dollars ($40,000) upon (i)
the filing of a Form 15c2-11 by USG1, and (ii) the Shares of USG1 Stock being actively traded on a
stock exchange or quotation service; and


 


WHEREAS, the purpose
of this Amendment is to provide that payment of the Merger Consideration shall be made on or before June 30, 2016 and to clarify
neither USG1, the Stockholder Representative nor any USG1 Stockholders shall have the right to void the Agreement or unwind the
Merger for any reason.


 


NOW, THEREFORE,
in consideration of mutual covenants and premises set forth herein, and intending to be legally bound, the parties hereto
agree as follows:


 


	1.		Section 1.01(iv) of the Agreement is hereby amended and restated in its entirety as
follows:



“Merger
Consideration. As consideration for the Merger, Canwealth shall pay to the Stockholder Representative an aggregate of Fifty
Thousand Dollars ($50,000) (the “Merger Consideration”), who shall be solely responsible to distribute such
Merger Consideration among the non-Dissenting Stockholders (the “Non-Dissenting Stockholders”) on a pro rata
basis relative to the number of shares of USG1 Stock held by each such Non-Dissenting Stockholder prior to the Merger. The Merger
Consideration shall be paid by Canwealth on or before June 30, 2016. The parties hereto hereby acknowledge and agree that the
effectiveness of the Merger is in no way contingent upon payment of the Merger Consideration and neither USG1, the Stockholder
Representative nor any USG1 Stockholders shall have the right to void this Agreement or unwind the Merger for any reason, including,
but not limited to, nonpayment of the Merger Consideration.”


 


	2.		Except as expressly amended hereby, all terms and provisions of the Agreement shall
remain in full force and effect.






	3.		This Amendment may be executed in counterparts, which taken together shall constitute one and
                                                                              the same instrument, and either of the parties hereto may execute this Amendment by signing either such counterpart.



[SIGNATURE
PAGE TO FOLLOW]




    	 



    	 



    

IN WITNESS WHEREOF, the parties have
caused this Amendment to be duly executed as of the day and year first above written.


 


	 	 
	 	Canwealth Minerals Corporation (f/k/a USG1, Inc.)
	 	 
	 	By: /s/  Garth McIntosh
	 	Name:  Garth McIntosh
	 	Title:    Chief Executive Officer
	 	 

	 	Kimi
Royer, as Stockholder Representative

                                                           

	 	/s/ Kimi
Royer