ESCROW AGREEMENT


 


THIS ESCROW AGREEMENT (the “Agreement”)
is made and entered into as of May 10, 2016, by and among New Gold Discoveries, Inc., a Wyoming corporation (the “Company”
or the “Client”),  and Adam S. Tracy, Esq., an attorney (the “Escrow Agent”).  This Agreement
shall be effective as provided in Paragraph 1 below.


 


WHEREAS, the Company proposes
to offer and sell, on a best-efforts basis up to 12,000,000 shares at a purchase price of $0.25 (the “Shares”) to investors
pursuant to the Company’s Registration Statement on Form S-1, which is subject to Rule 419; and


 


WHEREAS, the Company is required
to establish an escrow account in which funds received from subscribers will be deposited until termination of escrow as defined
below, and the Escrow Agent is willing to serve as Escrow Agent upon the terms and conditions herein set forth; and


 


WHEREAS, in order to subscribe for Shares,
a subscriber must deliver the full amount of its subscription: (i) by check in U.S. dollars, (ii) by wire transfer of immediately
available funds in U.S. dollars, or (iii)  as otherwise agreed to by the Company (collectively, the “Payment”).


 


NOW, THEREFORE, in consideration of the
premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties,
the parties covenant and agree as follows:


 


		1.	Establishment of Escrow Account.



 


The parties have established an escrow
account with the Escrow Agent.


 


		2.	Appointment of Escrow Agent; Deposits of Cash and Securities



 


(a)   The Client hereby appoints the Escrow Agent
as its agent and custodian to hold and disburse the Consideration deposited with the Escrow Agent pursuant to the terms of this
Escrow Agreement.


 


(b)  Following the execution of this Escrow Agreement,
the Client will instruct that all Consideration be payable to the order of the escrow agent and delivered directly to the escrow
agent. If the Client receives from the Investors their Consideration the Client will immediately forward such Consideration to
the Escrow Agent.


 


		3.	Rule 419



 


Rule 419 requires that the net offering proceeds, after deduction
for underwriting compensation and offering costs, and all securities to be issued be deposited into an escrow or trust account
(the "Deposited Funds" and "Deposited Securities," respectively) governed by an agreement which contains certain
terms and provisions specified by the rule. Under Rule 419, the Deposited Funds (minus up to 10% which may be released to the company
throughout the offering) and Deposited Securities will be released to the Company and to investors, respectively, only after the
Company has met the following three conditions: First, the Company must execute an agreement for an acquisition(s) meeting certain
prescribed criteria; second, the Company must successfully complete a reconfirmation offering which includes certain prescribed
terms and conditions; and third, the acquisition(s) meeting the prescribed criteria must be consummated.


 


		4.	Deposit and Investment of Proceeds.



 


i. All offering proceeds, shall be deposited promptly into
the escrow or trust account.


 


ii. Deposited proceeds shall be in the form of checks, drafts,
or money orders payable to the order of the escrow agent or trustee.


 


iii. Deposited proceeds and interest or dividends thereon,
if any, shall be held for the sole benefit of the purchasers of the securities.


 




    	 



    	 



    

iv. Deposited proceeds shall be invested in one of the following:


 


		A.	An obligation that constitutes a "deposit," as that term is defined in section 3(1)
of the Federal Deposit Insurance Act;



 


		B.	Securities of any open-end investment company registered under the Investment Company Act of
1940 that holds itself out as a money market fund meeting the conditions of paragraphs (c)(2), (c)(3), and (c)(4) of Rule 2a-7
under the Investment Company Act; or



 


		C.	Securities that are direct obligations of, or obligations guaranteed as to principal or interest
by, the United States.



 


Absent written investment direction, the Escrow
Agent will invest the Escrow Funds in the Escrow Agent’s IOLTA account maintained at Fifth-Third Bank in Naperville, Illinois.


 


v. No interest or dividends shall be payable on the funds
held in the escrow or trust account until the funds are released in accordance with the provisions of this section.


 


vi. The registrant may receive up to 10 percent of the proceeds
remaining after payment of underwriting commissions, underwriting expenses and dealer allowances permitted by paragraph (b)(2)(vi)
of this section, upon written request of the registrant.


 


		5.	Deposit of Securities



 


i. All securities issued, sold or to be sold in connection
with the offering, whether or not for cash consideration, and any other securities issued with respect to such securities, including
securities issued with respect to stock splits, stock dividends, or similar rights, shall be deposited directly into the escrow
or trust account prior to commencement of the offering if already issued, or as soon as they are sold and issued thereafter. The
identity of the purchaser of the securities shall be included on the stock certificates or other documents evidencing such securities.


 


ii. Securities held in the escrow or trust account are to
remain as issued and deposited and shall be held for the sole benefit of the purchasers, who shall have voting rights, if any,
with respect to securities held in their names, as provided by applicable state law. No transfer or other disposition of securities
held in the escrow or trust account shall be permitted other than by will or the laws of descent and distribution, or pursuant
to a qualified domestic relations order as defined by the Internal Revenue Code of 1986 as amended (26 U.S.C. 1 et seq.),
or Title 1 of the Employee Retirement Income Security Act (29 U.S.C. 1001 et seq.), or the rules thereunder.


 


iii. Warrants, convertible securities or other derivative
securities relating to securities held in the escrow or trust account may be exercised or converted in accordance with their terms; provided, however,
that securities received upon exercise or conversion, together with any cash or other consideration paid in connection with the
exercise or conversion, are promptly deposited into the escrow or trust account.


 


		6.	Post Effective Amendment



 


Once a proposed acquisition(s) of a business(es) meeting
the above criteria has (have) been identified, Rule 419 requires the Company to update the registration statement of which this
prospectus is a part with a post-effective amendment. The post-effective amendment must contain information about: the proposed
acquisition candidate(s) and its business(es), including audited financial statements; the results of this offering; and the use
of the funds to be disbursed from the escrow account. The post-effective amendment must also include the terms of the reconfirmation
offer mandated by Rule 419. The offer must include certain prescribed conditions (80% of the investors must reconfirm the offering)
which must be satisfied before the Deposited Funds and Deposited Securities can be released from escrow.


 


		7.	Reconfirmation Offering



 




    	 



    	 



    

The reconfirmation offer must commence within five business
days after the effective date of the post-effective amendment. Pursuant to Rule 419, the terms of the reconfirmation offer must
include the following conditions:


 


		i.	The prospectus contained in the post-effective amendment will be sent to each investor whose
securities are held in the escrow account within five business days after the effective date of the post-effective amendment;



		ii.	Each investor will have no fewer than 20, and no more than 45, business days from the effective
date of the post-effective amendment to notify the Client in writing that the investor elects to remain an investor;



		iii.	If the Client does not receive written notification from any investor within 45 business days
following the effective date, the pro rata portion of the Deposited Funds (and any related interest or dividends) held in the escrow
account on such investor's behalf will be returned to the investor within five business days by first class mail or other equally
prompt means; The Client will send written disbursement instruction to the Escrow Agent including the amount of pro-rata interest
owed to the investor,



		iv.	The acquisition(s) will be consummated only if investors having contributed 80% of the maximum
offering proceeds elect to reconfirm their investments; and



		v.	If a consummated acquisition(s) has not occurred within 18 months from the date of this prospectus,
the Deposited Funds held in the escrow account shall be returned to all investors on a pro rata basis within five business days
by first class mail or other equally prompt means.



 


		8.	Release of Deposited Securities and Deposited Funds



 


Methods of Disposition of Escrow Funds.   The
Escrow Agent will hold the Escrow Funds and Securities as specified in this Escrow Agreement until authorized hereunder to deliver
such Escrow Funds or Securities as follows:


 


The Deposited Funds and Deposited Securities may be released
to the Company and the investors, respectively, after:


 


		i.	The Escrow Agent has received written certification from the Company and any other evidence acceptable
by the Escrow Agent that the Company has executed an agreement for the acquisition(s) of a business(es) the value of which represents
at least 80% of the maximum offering proceeds and has filed the required post-effective amendment, the post-effective amendment
has been declared effective, the mandated reconfirmation offer having the conditions prescribed by Rule 419 has been completed,
and the Company has satisfied all of the prescribed conditions of the reconfirmation offer; and



		ii.	ii. The acquisition(s) of the business(es) the value of which represents at least 80% of the
maximum offering proceeds is (are) consummated .



 


		9.	Liability of Escrow Agent.



 


a.  In performing any of its
duties under this Agreement, or upon the claimed failure to perform its duties hereunder, the Escrow Agent shall not be liable
to anyone for any damages, losses, or expenses which it may incur as a result of the Escrow Agent so acting, or failing to act;
provided, however, the Escrow Agent shall be liable for damages arising out of its willful default or misconduct or its gross negligence
under this Agreement. Accordingly, the Escrow Agent shall not incur any such liability with respect to (i) any action taken or
omitted to be taken in good faith upon advice of its counsel or counsel for the Company which is given with respect to any questions
relating to the duties and responsibilities of the Escrow Agent hereunder, or (ii) any action taken or omitted to be taken in reliance
upon any document, including any written notice or instructions provided for in this Escrow Agreement, not only as to its due execution
and to the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained
therein, if the Escrow Agent shall in good faith believe such document to be genuine, to have been signed or presented by a proper
person or persons , and to conform with the provisions of this Agreement.


 




    	 



    	 



    

b.  The Company hereby
agrees to indemnify and hold harmless the Escrow Agent against any and all losses, claims, damages, liabilities and expenses, including,
without limitation, reasonable costs of investigation and counsel fees and disbursements which may be incurred by it resulting
from any act or omission of the Company; provided, however, that the Company shall not indemnify the Escrow Agent for any losses,
claims, damages, or expenses arising out of the Escrow Agent’s willful default, misconduct, or gross negligence under this
Agreement.


 


c.  If a dispute ensues between
any of the parties hereto which, in the opinion of the Escrow Agent, is sufficient to justify its doing so, the Escrow Agent shall
be entitled to tender into the registry or custody of any court of competent jurisdiction, including the Circuit Court of DuPage
County, Illinois, all money or property in its hands under the terms of this Agreement, and to file such legal proceedings as it
deems appropriate, and shall thereupon be discharged from all further duties under this Agreement.  Any such legal action
may be brought in any such court as the Escrow Agent shall determine to have jurisdiction thereof.  The Company shall
indemnify the Escrow Agent against its reasonable court costs and attorneys’ fees incurred in filing such legal proceedings.


 


		10.	Inability to Deliver.  



 


In the event that Payments for subscriptions delivered
to the Escrow Agent by the Company pursuant to this Agreement are not cleared through normal banking channels within 5 days
after such delivery, the Escrow Agent shall deliver such uncleared Payments to the Company, unless the Escrowed Funds
are returned to subscribers pursuant to Paragraph 5(b) above, in which case the Escrow Agent shall be reimbursed by the Company
for the amount of all uncleared payments.


 


		11.	Notice.



 


All notices, requests, demands and other communications
or deliveries required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if delivered
personally, given by facsimile confirmed by telephone call or deposited for mailing, first class, postage prepaid, registered
or certified mail, as follows:


 


If to the subscribers for Shares:


To their respective addresses as specified in their Subscription
Agreement.


 


If to the Company:


15 Gottenham Street


Glebe NSW 2037


Australia


 


If to the Escrow Agent:


2100 Manchester Road, Suite 615


Wheaton, IL 60187


 


		12.	Fees to Escrow Agent. 



In consideration of the services to be provided by the Escrow
Agent hereunder, the Company agrees to pay the fees to the Escrow Agent as shown in Attachment 1 hereto.


 


		13.	General.



 


a. This Agreement shall be interpreted, construed
and enforced in all respects in accordance with the laws of the State of Illinois applicable to contracts to be
made and performed entirely in said state .


 


b. The section headings contained herein are for reference
purposes only and shall not in any way affect the meaning or interpretation of this Agreement.


 


c. This Agreement sets forth the entire agreement and understanding
of the parties with regard to this escrow transaction and supersedes all prior agreements, arrangements and understandings relating
to the subject matter hereof.


 


d. This Agreement may be amended, modified, superseded or
cancelled, and any of the terms or conditions hereof may be waived, only by a written instrument executed by each party hereto
or, in the case of a waiver, by the party waiving compliance.  The failure of any party at any time or times to require performance
of any provision hereof shall in no manner affect the right at a later time to enforce the same.  No waiver in any one or
more instances by any party of any




    	 



    	 



    

condition,
or of the breach of any term contained in this Agreement, whether by conduct or otherwise, shall be deemed to be, or construed
as, a further or continuing waiver of any such condition or breach, or a waiver of any other condition or of the breach of any
other terms of this Agreement.


 


e.  This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same
instrument.


 


f.  This Agreement shall inure to the benefit of the
parties hereto and their respective administrators, successors, and assigns.


 


14. Resignation of Escrow Agent .
 If, at any time, any attempt is made to modify this Agreement in a manner that would increase the duties and responsibilities
of the Escrow Agent, or to modify the Escrow Agreement in any manner that the Escrow Agent shall deem undesirable, the Escrow Agent
may resign by notifying the Company.  Such resignation shall become effective on the earlier to occur of (i) the acceptance
by a successor Escrow Agent or (ii) sixty (60) days following the date upon which notice was mailed.  Until such time as the
Escrow Agent has resigned in accordance herewith, the Escrow Agent shall perform its duties hereunder in accordance with the terms
of this Escrow Agreement.


 


15. Force Majure .  The
Escrow Agent shall not be responsible for any failure or delay in the performance of its obligations under this Agreement arising
out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of
God, earthquakes, fires, floods, wars, civil or military disturbances, sabotage, epidemics, riots, interruptions, loss or malfunctions
of utilities, computer (hardware or software) or communication service, accidents, labor disputes, acts of civil or military authority,
or governmental actions.




    	 



    	 



    

 


 


 


IN WITNESS WHEREOF, the parties have
duly executed this Agreement as of the date first above written.


 


THE REGISTRANT


 


By: /s/Jerome Banks


Name: Jerome Banks, CEO


New Gold Discoveries, Inc.


Date: May 10, 2016


.


 


 


“ESCROW AGENT”


ADAM S. TRACY, ESQ.


 


 


By: /s/Adam S. Tracy


Name: Adam S. Tracy


Date: May 10, 2016


 




    	 



    	 



    

ATTACHMENT I


 


Escrow Agent Fee Schedule


 


 


FEES PAYABLE TO ESCROW AGENT


 


                            


 


 


Escrow Fee:


$2,000.00


 


*Escrow fee due net 30 upon filing of request for acceleration
of effective date of the Registration Statement.


 


In the event the escrow is not funded, the Escrow Fee and
all related expenses remain due and payable, and if paid, will not be refunded.


 


The fees quoted in this schedule apply to services ordinarily
rendered in the administration of an Escrow Account and are subject to reasonable adjustment based on final review of documents,
or when the Escrow Agent is called upon to undertake unusual duties or responsibilities, or as changes in law, procedures, or the
cost of doing business demand. Services in addition to and not contemplated in this Agreement, including, but not limited to, document
amendments and revisions, non-standard cash and/or investment transactions, calculations, notices and reports, and legal fees,
will be billed as extraordinary expenses. Transaction costs include charges for wire transfers, checks, internal transfers and
securities transactions.


 


Unless otherwise indicated, the above fees relate to the
establishment of one escrow account. Additional sub-accounts governed by the same Escrow Agreement may incur an additional charge.