Exhibit
4.6



| | Red
                                            Metal Resources Ltd.
    278
    Bay Street, Suite #102
    Thunder
    Bay, ON P7B 1R8Canada
| | ---------------------------------------------------------------------------------------------------------------------------------------------



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 |                                       |  | $      
|October
    29, 2012         |  |           | 10,000.00 |                                       |  |        
|August
    23, 2013          |  |           | 7,000.00  |                                       |  |        
|May
    1, 2014              |  |           | 1,550.00  |                                       |  |        
|January
    8, 2015          |  |           | 4,070.00  |                                       |  |        
|January
    29, 2015         |  |           | 600.00    |                                       |  |        
|June
    15, 2015            |  |           | 1,040.00  |                                       |  |        
|January
    29, 2016         |  |           | 925.00    |                                       |  |        
|April
    26, 2016           |  |           | 3,050.00  |                                       |  |        
|June
    16, 2016            |  |           | 1,360.00  |                                       |  |        
|November
    10, 2016        |  |           | 1,405.00  |                                       |  |        
|April
    25, 2017           |  |           | 1,615.00  |                                       |  |        
|June
    13, 2017            |  |           | 685.00    |                                       |  |        
|July
    31, 2017            |  |           | 895.00    |                                       |  |        
|September
    11, 2017       |  |           | 845.00    |                                       |  |        
|December
    6, 2017         |  |           | 775.00    |                                       |  |        
|January
    15, 2018         |  |           | 925.00    |                                       |  |        
|February
    27, 2018        |  |           | 895.00    |                                       |  |        
|USD$
    Notes               |  | $         | 49,635.00 |                                       |  | $      















|Date
    of the Note Payable |  | Principal |            | Accrued
    Interest at July 31, 2018 |  | Balance
|---------------------------- |  | --------- | ---------- | ------------------------------------- |  | -------
|CAD$
    Notes Payable       |  |           |            |                                       |  |        
|December
    9, 2011         |  | $         | 25,000.00  |                                       |  | $      
|January
    12, 2012         |  |           | 30,000.00  |                                       |  |        
|July
    10, 2012            |  |           | 40,000.00  |                                       |  |        
|December
    19, 2012        |  |           | 12,000.00  |                                       |  |        
|February
    13, 2013        |  |           | 20,000.00  |                                       |  |        
|April
    5, 2013            |  |           | 10,000.00  |                                       |  |        
|September
    12, 2013       |  |           | 15,000.00  |                                       |  |        
|December
    12, 2013        |  |           | 21,000.00  |                                       |  |        
|May
    1, 2014              |  |           | 12,500.00  |                                       |  |        
|May
    28, 2014             |  |           | 5,000.00   |                                       |  |        
|June
    1, 2014             |  |           | 1,050.00   |                                       |  |        
|June
    4, 2014             |  |           | 15,000.00  |                                       |  |        
|July
    1, 2014             |  |           | 3,241.02   |                                       |  |        
|September
    2, 2014        |  |           | 1,708.65   |                                       |  |        
|October
    31, 2014         |  |           | 3,150.00   |                                       |  |        
|December
    16, 2014        |  |           | 10,000.00  |                                       |  |        
|December
    4, 2014         |  |           | 2,050.00   |                                       |  |        
|April
    30, 2015           |  |           | 3,150.00   |                                       |  |        
|July
    29, 2015            |  |           | 7,150.00   |                                       |  |        
|March
    31, 2016           |  |           | 2,502.00   |                                       |  |        
|December
    22, 2016        |  |           | 10,000.00  |                                       |  |        
|April
    28, 2017           |  |           | 1,827.00   |                                       |  |        
|May
    1, 2017              |  |           | 10,392.08  |                                       |  |        
|May
    12, 2017             |  |           | 33,612.00  |                                       |  |        
|June
    13, 2017            |  |           | 595.35     |                                       |  |        
|June
    26, 2017            |  |           | 15,000.00  |                                       |  |        
|June
    28, 2017            |  |           | 9,000.00   |                                       |  |        
|September
    11, 2017       |  |           | 18,078.11  |                                       |  |        
|October
    25, 2017         |  |           | 20,000.00  |                                       |  |        
|December
    13, 2017        |  |           | 30,000.00  |                                       |  |        
|February
    23, 2018        |  |           | 20,000.00  |                                       |  |        
|March
    1, 2018            |  |           | 313.95     |                                       |  |        
|May
    1, 2018              |  |           | (313.95    | )                                     |  |        
|May
    1, 2018              |  |           | 2,036.36   |                                       |  |        
|June
    21, 2018            |  |           | 10,000.00  |                                       |  |        
|CAD$
    Notes Payable       |  | $         | 420,042.57 |                                       |  | $      
|USD$
    Equivalent @ 1.3017 |  | $         | 322,687.69 |                                       |  | $      











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   |  | $               
|                                                                    |  |                                      |  |              |  |                 
|Total                                                               |  |                                      |  |              |  | $               



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   |  | $               
|                                                                    |  |                                                                               |  |              |  |                 
|Total                                                               |  |                                                                               |  |              |  | $               



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   |  | $                                                                                           
|04/26/2019                                                                                                                             |  | Loan
    for working capital_CDN$20K, Jeffs, Caitlin            |  | 04/26/2019   |  | $                                                                                           
|Total                                                                                                                                  |  |                                                                 |  |              |  | $                                                                                           



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   |  | $                                                                                           
|                                                                                                                                       |  |                              |  |              |  |                                                                                             
|Total                                                                                                                                  |  |                              |  |              |  | $                                                                                           



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   |  | $                                                                                           
|Total                                                                                                                                  |  |                                                                                                                     |  |              |  | $                                                                                           



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   |  | $                                                                                           
|01/31/2020                                                                                                                             |  | Blender
    Media, Inv #25712 & Oct 2019 inv                                            |  | 01/31/2020   |  | $                                                                                           
|Total                                                                                                                                  |  |                                                                                         |  |              |  | $                                                                                           



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   |  | $           
|01/07/2020                                                          |  | Broadridge;
    Inv #E75678R_01072020                       |  | 01/07/2020   |  | $           
|01/28/2020                                                          |  | Resident
    Agents of Nevada, Inc., Inv #78558             |  | 01/31/2020   |  | $           
|01/30/2020                                                          |  | Empire
    Stock Transfer Inc., Inv 32399835717, 1209191021 |  | 01/30/2020   |  | $           
|Total                                                               |  |                                                             |  |              |  | $           



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 $2,427.42lawful 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   |  | $           
|05/01/2020                                                          |  | Empire
                                            Stock Transfer Inc., Inv 5466546546  |  | 06/16/2020   |  | $           
|Total                                                               |  |                                                                                         |  |              |  | $           



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