Exhibit 10.1


 


EXECUTION COPY


 


AMENDED AND RESTATED OPTION


AGREEMENT


(Swordfish Property, Winnemucca, Nevada)


 


THIS AGREEMENT dated for reference September
14, 2012, as last amended and restated on July 30, 2014


 


BETWEEN:


 


AHL HOLDINGS LTD., a corporation
duly incorporated pursuant to the laws of Nevada and having an office at 14309 Magdalen Avenue, White Rock, British Columbia V4B
2X1 (the “Optionor USA”)


 


and


 


GOLDEN SANDS EXPLORATION INC.,
a corporation duly incorporated pursuant to the laws of British Columbia and having an office at 14309 Magdalen Avenue, White
Rock, British Columbia V4B 2X1 (the “Optionor Canada”)


 


(Optionor USA and Optionor Canada are together called
the “Optionors")


 


OF THE FIRST PART


 


AND:


 


NORTHERN MINERALS & EXPLORATION
LTD., a corporation duly incorporated pursuant to the laws of Nevada and having an office at 1301 Avenue M, Cisco, Texas 76437


 


(hereinafter called the "Optionee")


 


OF THE
SECOND PART


 


WHEREAS:


 


		A.	The Optionor USA is the sole registered owner and the Optionor
Canada is the sole beneficial own of 100% of the right, title and interest in and to the mining claims which are situated in Nevada,
USA and which are more particularly described in Schedule A, subject to the Underlying Royalty;



 


		B.	The Optionors and the Optionee entered into an option agreement dated September 14, 2012 (the “Original
Option Agreement”);



 


		C.	The Original Option Agreement was amended and restated on November 15, 2012 (the “Amended
and Restated Option Agreement dated November 15, 2012”);



 


		D.	The Amended and Restated Option Agreement dated November 15, 2012 was further amended and restated
on February 1, 2013 (the “Amended and Restated Option Agreement dated February 1, 2013”);



 




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	E.	The Amended and Restated Option Agreement dated February 1, 2013 was further amended and restated
on August 26, 2013 (the “Amended and Restated Option Agreement dated August 26, 2013”);



 


	F.	In August 2013 the Optionee changed its name from “Punchline Resources Ltd.” to “Northern
Minerals & Exploration Ltd”;



 


	G.	The Optionee has requested that the Original Option Agreement, as amended, be further amended;
and



 


	H.	The parties would like to enter into this Agreement to amend and restate the terms of the option
agreement between them.



 


THE PARTIES
AGREE AS FOLLOWS:


 


	1.	INTERPRETATION




 


	1.1	In this Agreement:




 


		(a)	“Abandoned Property” has that meaning ascribed to it in Section 14.1;



 


		(b)	“Acquiring Party” has that meaning ascribed to it in Section 12.1;



 


		(c)	“Additional Property” has that meaning ascribed to it in Sections 12.2 and 12.3;



 


		(d)	“Advance Royalty Payments” has that meaning ascribed to it in Section 15.3;



 


		(e)	“Affiliate” is to be given a broad interpretation and includes any person that
directly, or through one or more intermediaries, controls or is controlled by, or is under common control with either of the parties
or acting jointly or in concert with either of the parties (regardless of whether such person is a subsidiary or a parent, or whether
it is subject to such direction or control prior to, on the date of this Agreement or after the date of this Agreement);



 


		(f)	“this Agreement” means this Amended and Restated Option Agreement;



 


		(g)	“Amended and Restated Option Agreement dated November 15, 2012” has that meaning
ascribed to it in Recital C;



 


		(h)	“Amended and Restated Option Agreement dated February 1, 2013” has that meaning
ascribed to it in Recital D;



 


		(i)	“Amended and Restated Option Agreement dated August 26, 2013” has that meaning
ascribed to it in Recital E;



 


		(j)	“Amended and Restated Supplemental Agreement” means that agreement dated September
28, 2012, as amended orally on November 14, 2012 between the Optionors and the Optionee and which relates to this Agreement;



 


		(k)	“Arbitrator” has that meaning ascribed to it in Section 20.1;



 


		(l)	“Arbitration Matter” has that meaning ascribed to it in Section 20.2;



 



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	 	(m)	“Area of Interest” has that meaning ascribed to it in Section 12.1;
	 	 	 
	 	(n)	“Area of Interest Option” has that meaning ascribed to it in Section 12.1;
	 	 	 
	 	(o)	“BCICAC” has that meaning ascribed to it in Section 20.1;
	 	 	 
	 	(p)	“Business Day” means any day other than Saturdays, Sundays and statutory holidays in the
Province of British Columbia, whether they be federal or provincial statutory holidays;
	 	 	 
	 	(q)	“cash” means payment by way by wire transfer to the legal counsel for
the Optionor Canada;
	 	 	 
	 	(r)	“Claims” means the mining claims set out in Schedule “A”;
	 	 	 
	 	(s)	“control” for the purposes of the definition of “Affiliate”,
control shall include the voting control, directly or indirectly of 20% of the voting shares of the entity;
	 	 	 
	 	(t)	“Cumulative Exploration Expense” means the sum of:




 


		(i)	the Exploration Expense incurred in the pertinent period; and
	 	 	 
		(ii)	all other Exploration Expense previously incurred under this Agreement;



 


	 	(u)	“Defaulting Party” has that meaning set out in Section 23.1;
	 	 	 
	 	(v)	“Discounted Market Price” means:




 


		(i)	If the Optionee is not listed on a Stock Exchange at the time of the proposed issuance of Shares
to the Optionor Canada, then 75% of the last closing price on the pertinent date; and
	 	 	 
		(ii)	If the Optionee is listed on a Stock Exchange at the time of the proposed issuance of Shares to
the Optionor Canada, then the lowest price allowed by the policies of such Stock Exchange;



 


		(w)	"Dollars ($)" means legal currency of
the United States;
	 	 	 
		(x)	“Elected
Portion of the Mining Tenure” has that meaning ascribed to it in Sections 12.2 and
12.3;
	 	 	 
		(y)	“Environmental
Laws” means Laws aimed at reclamation or restoration of the Property; abatement of pollution; protection of the
environment; protection of wildlife, including endangered species; ensuring public safety from environmental hazards; protection
of cultural or historic resources; management, storage or control of hazardous materials and substances; releases or threatened
releases of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances as wastes into the environment, including
without limitation, ambient air, surface water and groundwater; and all other Laws relating to the manufacturing, processing,
distribution, use, treatment, storage, disposal, handling or transport of pollutants, contaminants, chemicals or industrial, toxic
or hazardous substances or wastes;



 




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		(z)	“Environmental
Liabilities” means any and all claims, actions, causes of action, damages,
losses, liabilities, obligations, penalties, judgments, amounts paid in settlement, assessments, costs, disbursements, or expenses
(including, without limitation, attorneys' fees and costs, experts' fees and costs, and consultants' fees and costs) of any kind
or of any nature whatsoever that are asserted against either party to this Agreement, by any person or entity other than the other
party to this Agreement, alleging liability (including, without limitation, liability for studies, testing or investigatory costs,
cleanup costs, response costs, removal costs, remediation costs, containment costs, restoration costs, corrective action costs,
closure costs, reclamation costs, natural resource damages, property damages, business losses, personal injuries, penalties or
fines) arising out of, based on or resulting from: (i) the presence, release, threatened release, discharge or emission into the
environment of any hazardous materials or substances existing or arising on, beneath or above the Property and/or emanating or
migrating and/or threatening to emanate or migrate from the Property to off-site properties; (ii) physical disturbance of the
environment; or (iii) the violation or alleged violation of any Environmental Laws;



		 	 



		(aa)	“Exchange” means the Over-The-Counter
Bulletin Board;



		 	 



		(bb)	“Exploration
Expense” means the sum of all monies spent in prospecting, exploring, geological or geophysical surveying, sampling,
examining, diamond and other types of drilling, developing, dewatering, assaying, testing, constructing, maintaining and operating
roads, trails and bridges upon or across the Property, buildings, equipment, plant and supplies, salaries and wages (including
fringe benefits) of employees and contractors directly engaged therein, insurance premiums, and all other expenses ordinarily
incurred in prospecting, exploring and developing mineral exploration and mining lands, but not including legal or accounting
costs and not including the cost of any buildings, equipment, plant and supplies that the Optionee has removed or will remove
from the Property;



		 	 



		(cc)	“Exploration Expense Report” means
a report prepared by the Optionee in accordance with generally accepted accounting principles, fully disclosing in appropriate
categories, all types of expenses being Exploration Expenses incurred by the Optionee during the periods ended on the dates as
set out in this Agreement with the amounts separated into four fiscal quarters and reported on by the auditors of the Optionee
that in their opinion the Exploration Expense Report presents fairly, in all material respects the Exploration Expense incurred
by the Optionee in the 12 month periods ended on the dates as set out in this Agreement;



		 	 



		(dd)	“Feasibility
Report” means a comprehensive study of a mineral deposit in which all geological, engineering, legal, operating, economic,
social, environmental and other relevant factors are considered in sufficient detail that it could reasonably serve as the basis
for a final decision by a financial institution to finance the development of the deposit for mineral production upon which any
reasonable financial institution will lend funds in an amount sufficient to fully the operation of the mining anticipated in the
study;



		 	 



		(ee)	“Finder’s Fee” has that meaning
ascribed to it in Section 12.4;



		 	 



		(ff)	“firm commitment”
means an obligation of the Optionee that is unconditional, not optional and is to be unaffected by the termination of the
Option and is deemed to include any of those things set out in Section 9.2(b);



 




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		(gg)	“incur” with respect to an expense
means that an expense is not only incurred but paid for in full;



		 	 



		(hh)	“Intervening Event” has that meaning
ascribed to it in Section 16.1;



		 	 



		(ii)	“Introduced Property” has that meaning
ascribed to it in Section 12.4;



		 	 



		(jj)	“Joint Venture” has that meaning ascribed
to it in Section 7.1;



		 	 



		(kk)	“Joint Venture Agreement” has that
meaning ascribed to it in Section 7.1;



		 	 



		(ll)	“Joint Venture Commencement Date”
has that meaning ascribed to it in Section 7.1;



		 	 



		(mm)	“Last Day
of Termination Notice Period” has that meaning ascribed to it in Section 9.3;



		 	 



		(nn)	“Laws”
means applicable laws (whether criminal, civil or administrative) including all statutes, codes, ordinances, decrees, rules,
regulations, municipal by-laws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments,
orders, decisions, rulings or awards, policies, guidelines, and general principles of common and civil law and equity, binding
on or affecting a person or the Property referred to in the context in which the word is used;



		 	 



		(oo)	“Mining
Tenure” has that meaning ascribed to it in Section 12.1;



		 	 



		(pp)	“Notice
of Exercise of Option & Compliance Certificate” means a written document signed by each of the Chief Executive Officer
and the Chief Financial Officer of the Optionee stating that the Option has been exercised in full compliance with the terms of
this Agreement and certifying that the Optionee is not in breach of any term of this Agreement;



		 	 



		(qq)	“Option”
has that meaning ascribed to it in Section 4.1;



		 	 



		(rr)	“Optionee”
means Northern Minerals & Exploration Ltd. (formerly named ”Punchline Resources Ltd.);



		 	 



		(ss)	“Optionor Canada” has that meaning
set out on the top of page 1;



		 	 



		(tt)	“Optionor USA” has that meaning set
out in the top of page 1;



		 	 



		(uu)	“Optionors”
means AHL Holdings Ltd. and Golden Sands Exploration Inc., together;



		 	 



		(vv)	“Optionors’
Service Providers” has that meaning set out in Section 11.3(w);



		 	 



		(ww)	“Original
Option Agreement” has that meaning ascribed to it in Recital B;



		 	 



		(xx)	“Original Supplemental Agreement”
means the agreement dated September 28, 2012 between the parties to this Agreement which related to the Original Option Agreement;



		 	 



		(yy)	“Other Party” for the purposes of
Section 12.1 the Optionor USA and the Optionor Canada are to be considered one party;



 




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		(zz)	“Property”
means:



 


		(i)	the Claims; and



 


		(ii)	any Additional Property; and



 


		(iii)	any Mining Tenure covering any portion of the ground covered by the Property which may have been
acquired by the Optionee or its successors, assigns or associates following such Mining Tenure having been previously abandoned
under the terms of this Agreement;



 


and, for further certainty, the Property as of the date
of this Agreement, is the Claims;


 


		(aaa)	“Royalty" means the 3% net smelter
returns royalty, to be paid by the Optionee to the Royalty Holder pursuant to Section 15.1 and in accordance with the terms set
out in Schedule “B”;



		 	 



		(bbb)	“Royalty
Holder” means AHL Holdings Ltd.;



		 	 



		(ccc)	“Royalty
Purchase Right” has that meaning ascribed to it in Section 15.5;



		 	 



		(ddd)	“Semi-Carried Financing” has that
meaning ascribed to it in Section 6 of Schedule “C”;



		 	 



		(eee)	"Shares" means fully paid and non-assessable
shares in the capital stock of the Optionee as presently constituted and free and clear of all liens, charges and other encumbrances
whatsoever, other than the re-sale and legend requirements of the Exchange and applicable securities laws;



		 	 



		(fff)	“Technical Report” means a report
drafted in compliance with National Instrument 43101 Standards of Disclosure for Mineral Properties and Form 43-101 Technical
Report, as further defined in Section 1.1 of National Instrument 43-101 Standards of Disclosure for Mineral Properties;



		 	 



		(ggg)	“Transferee”
has that meaning ascribed to it in Section 13.1;



		 	 



		(hhh)	“Transfer
Request” has that meaning ascribed to it in Section 14.1;



		 	 



		(iii)	“Underlying Royalty” means the royalty
to be paid to the Underlying Royalty Holder; and



		 	 



		(jjj)	“Underlying Royalty Holder” means
Golden Arc Mining & Refining Inc., whose address and other contact information will be provided by the Optionors to the Optionee
as soon as reasonably possible following the signing of this Agreement.



 


	2.	REPRESENTATIONS, WARRANTIES OF THE OPTIONEE




 


	2.1	The Optionee represents and warrants to the Optionors that:




 


		(a)	it is a corporation duly incorporated on December 11,
2006 and validly subsisting under the laws of Nevada and is in good standing with respect to filing annual reports;



 






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		(b)	it has full power and authority to carry on its business and to enter into this Agreement and any
agreement or instrument referred to or contemplated by this Agreement;



 


		(c)	neither the execution and delivery of this Agreement nor any of the agreements referred to herein
or contemplated hereby, nor the consummation of the transactions hereby contemplated will conflict with, result in the breach of
or accelerate the performance required by any agreement to which the Optionee is a party;



 


		(d)	the execution and delivery of this Agreement and the agreements, deeds and other documents contemplated
hereby will not violate or result in the breach of laws of any jurisdiction applicable or pertaining thereto or of its constating
documents;



 


		(e)	the execution of this Agreement has been approved by the Board of Directors of the Optionee;



 


		(f)	the shares of the Optionee are listed on the Exchange and no other stock exchange or posted on
any other electronic system for transfer;



 


		(g)	the Optionee is not in breach of any policy of the Exchange;



 


		(h)	the Optionee is not in breach of any securities laws, including the securities laws of the United
States of America or of Canada;



 


		(i)	the Optionee is not a reporting issuer in any jurisdiction of Canada;



 


		(j)	the Optionee is a reporting issuer in the United States;



 


		(k)	as a result of the number of shareholders in the Optionee, the Optionee has the right under applicable
United States securities laws to terminate its reporting issuer status in the United States;



 


		(l)	the Optionee is not and has not been since August 1, 2013 a company commonly known as a “shell
company” and more particularly, a company described in Rule 144(i)(1) of Regulation D promulgated under the United States
Securities Act of 1933 and the Optionee has filed that information required pursuant to Rule 144(i)(2);



 


		(m)	the
                                         Optionee has made all required filings in EDGAR.com;



 


		(n)	the
                                         filings in EDGAR.com made by the Optionee are correct in all material respects;



 


		(o)	the trading in the shares of the Optionee is not subject to:



 


		(i)	a halt trade order;



		 	 



		(ii)	a stop trade order;



		 	 



		(iii)	a suspension;



		 	 



		(iv)	a cease trade order; or



		 	 



		(v)	any other similar order or restriction;



 






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		(p)	to its best knowledge, neither it nor any of its directors
and officers is subject to an investigation by either of the Exchange or any securities commission of any country; and



 


		(q)	the Optionee is authorized to carry-out business in the State of Nevada.



 


	2.2	To the best of
the Optionee’s knowledge the representations and warranties set out in Section 2.1 are accurate and true in all material
respects and the representations and warranties do not fail to set out a fact, the omission of which would make any of the representations
and warranties misleading or inaccurate any material respect.



 


	2.3	The representations and warranties hereinbefore set
out are conditions on which the parties have relied in entering into this Agreement and will survive the acquisition of any interest
in the Property by the Optionee and each party will indemnify and save the other party harmless from all loss, damage, costs,
actions and suits arising out of or in connection with any breach or any representation, warranty, covenant, agreement or condition
made by the other party and contained in this Agreement.



 


	3.	REPRESENTATIONS, WARRANTIES OF THE OPTIONORS




 


	3.1	The Optionors represent and warrant to the Optionee:




 


		(a)	the Claims have been duly and validly issued and are accurately described in Schedule "A";



 


		(b)	the Optionor USA is the sole registered owner of the Claims;



 


		(c)	the Optionor Canada is the sole beneficial owner of the Claims;



 


		(d)	the Claims are presently in good standing under the laws of the jurisdiction in which they are
located and are free and clear of all liens, charges and encumbrances, except for the Royalty and Underlying Royalty;



 


		(e)	subject to the interest of the Underlying Royalty Holder in the Underlying Royalty, the Optionors
have the exclusive right to enter into this Agreement and all necessary authority to dispose of a 80% interest in and to the Claims
in accordance with the terms of this Agreement;



 


		(f)	subject to the interest of the Underlying Royalty Holder in the Underlying Royalty, no person,
firm or corporation has any proprietary or possessory interest in the Claims other than the Optionors;



 


		(g)	there are no outstanding agreements or options to acquire or purchase the Claims or any interest
in the Claims or any portion thereof;



 


		(h)	to the knowledge of the Optionors, no person is entitled to any royalty or other payment in the
nature of rent or royalty on any minerals, ores, metals or concentrates or any other such products removed from the Claims, except
for the Underlying Royalty to the paid to the Underlying Royalty Holder;



 






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		(i)	the Optionors are not aware of any demand, claims or notices from any level of government, including,
but not restricted, municipal, provincial or federal relating to environmental issues relating to the Claims;



 


		(j)	to the best knowledge of the Optionors, there are no Environmental Liabilities;



 


		(k)	to the best knowledge of the Optionors, the Optionors are not in breach of any Environmental Laws;



 


		(l)	neither the execution and delivery of this Agreement nor any of the agreements referred to herein
or contemplated hereby, nor the consummation of the transactions hereby contemplated will conflict with, result in the breach of
or accelerate the performance required by any agreement to which either of the Optionors is a party or by which it is bound; and



 


		(m)	the execution and delivery of this Agreement and the agreements, deeds and other documents contemplated
hereby will not violate or result in the breach of the laws of any jurisdiction applicable or pertaining thereto.



 


	3.2	To the best of the Optionors’ knowledge the representations and warranties set out in Section 3.1 are accurate and true
in all material respects and the representations and warranties do not fail to set out a fact, the omission of which would make
any of the representations and warranties misleading or inaccurate any material respect.




 


	3.3	The representations and warranties hereinbefore set out are conditions on which the parties have relied in entering into this
Agreement and will survive the acquisition of any interest in the Property by the Optionee and each party will indemnify and save
the other party harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach or any
representation, warranty, covenant, agreement or condition made by the other party and contained in this Agreement.




 


	4.	GRANT OF OPTION




 


	4.1	In consideration for the payment of $50,000 paid by the Optionee to the Optionor Canada, the Optionors hereby grant to the Optionee
the exclusive option (the “Option”) to acquire an undivided 80% percent legal and beneficial interest in the
Property free and clear of all liens, charges and claims of others except for the Underlying Royalty and the Royalty.




 


	5.	REQUIREMENTS IN ORDER TO EXERCISE THE OPTION




 


	5.1	In order to exercise the Option, the Optionee must not be in breach of any term of this
Agreement and must do all of the following:




 


		(a)	pay to the Optionor Canada $1,755,000 in aggregate,
payable to the Optionor Canada as follows:



 


		(i)	on signing of the Original Option Agreement, $50,000 (the Optionors acknowledge that this was paid);



 


		(ii)	a further $25,000 ($5,000 of which is a penalty), by November 15, 2012 (the Optionors acknowledge
this was paid);



 






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		(iii)	a further $10,000 (which is a penalty), by the signing of the February 1, 2013 Amended and Restated
Option Agreement; (the Optionors acknowledge this was paid)



 


		(iv)	a further $30,000 by April 17, 2013 (the Optionors acknowledge this was paid);



 


		(v)	a further $20,000 by the date of the signing of the Amended and Restated Option Agreement dated
August 26, 2013 (the Optionors acknowledge this was paid):



 


		(vi)	a further $20,000, by January 31, 2015;



 


		(vii)	a further $50,000 by December 31, 2015;



 


		(viii)	a further $150,000; by December 31, 2016;



 


		(ix)	a further $400,000, by December 31, 2017; and



 


		(x)	a further $1,000,000 by December 31, 2018;



 


		(b)	issue and deliver
100,000 Shares to the Underlying Royalty Holder by September 30, 2012 and deliver to the Optionors by 4 PM Vancouver Time
on September 30, 2012 written confirmation of such delivery (the Optionors acknowledge that this was done);



		 	 



		(c)	issue and deliver Shares to the Optionor Canada as
follows:



 


		(i)	1,250,000 Shares on signing this Agreement (250,000 of which is a penalty payment);



 


		(ii)	500,000 Shares by August 31, 2015;



 


		(iii)	500,000 Shares by December 31, 2015; and



 


		(iv)	500,000 Shares by December 31, 2016;



 


		(d)	incur Exploration Expense of at least $4,000,000 as
follows:



 


		(i)	incur Exploration Expense of at least $250,000 by December 31, 2015 ($150,000 of which is a firm commitment – the Optionors
acknowledge that as of the date of this Agreement, the Exploration Expense totals $20,000);



 


		(ii)	incur Cumulative Exploration Expense of at least $1,000,000 by December 31, 2016; and



 


		(iii)	incur Cumulative Exploration Expense of at least $2,000,000 by December 31, 2017; and



 


		(iv)	incur Cumulative Exploration Expense of at least $4,000,000 by December 31, 2018;



 


		(e)	pay the Advance Royalty Payments in accordance with
the terms of this Agreement;



 






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		(f)	do and pay for all things necessary in order for the drafting of a Feasibility Report and have
drafted and pay for a Feasibility Report pertaining to the Property, authored by Qualified Persons, reasonably acceptable to the
Optionors and deliver a copy of that Feasibility Report to the Optionors, all by December 31, 2019;



 


		(g)	keep the Property in good standing during the term of the Option and that the time of the exercise
of the Option have the Property in good standing for at least 12 months following the date of the exercise of the Option; and



 


		(h)	deliver to the Optionors a Notice of Exercise of Option & Compliance Certificate by December
31, 2019.



 


	5.2	At the sole election of the Optionor Canada made from time to time, each of such elections to be made at least 10 Business
Days prior to the dates set out in Section 5.1(a), the Optionee, instead of paying any of the amounts set out in Section 5.1(a)
in cash, will instead pay such elected payment set out in Section 5.1(a) by issuing and delivering to the Optionor Canada, Shares
at the deemed price being equal to no greater than the Discounted Market Price as of the date being 10 Business Days prior to
the dates set out in Section 5.1(a), and such Shares will be delivered to the Optionor Canada by the dates set out in Section
5.1(a).




 


	5.3	In the event that the Optionee
fails to incur Exploration Expense in accordance with Section 5.1(d), the Optionee may make payment in cash to the Optionor
Canada in the amount of deficiency of such required Exploration Expense not later the relevant date set out in Section 5.1(d),
in which case the Optionee will be deemed to have incurred the required Exploration Expense within the required period.




 


	5.4	Notwithstanding any term of this Agreement, the Optionee may, at its sole option,
pay any money amount, issue and deliver any Shares, incur Exploration Expense and do such other things set out in Section
5.1 prior to the dates set out in Section 5.1.




 


	5.5	In the event that the Option is not exercised in strict compliance with the terms of Section 5, the Option
will terminate and be of no further force or effect.




 


	6.	TRANSFER OF TITLE




 


	6.1	Following both (a) the exercise
of the Option and (b) the provision of the Semi-Carried Financing in compliance with Section 7.4, the Optionors will deliver
to the Optionee a duly executed transfer in registrable form of a 80% right, title and interest in and to the Property in favour
of the Optionee, which transfer the Optionee will be entitled to register against title to the Property.




 


	7.	COMMENCEMENT OF JOINT VENTURE UPON EXERCISE OF OPTION




 


	7.1	On the day (the “Joint Venture Commencement Date”) being later of (a) the date that the Option is exercised
and (b) the date that the Optionee has provided the Semi-Carried Financing in accordance with Section 7.4, the Optionee and the
Optionors will be deemed to join in a joint venture operation (the “Joint Venture”). The Joint Venture shall
be conducted in accordance with a written agreement (the “Joint Venture Agreement”), the material terms of
which are set out in the attached Schedule “C”.




 


	7.2	The Optionors and the Optionee will use their best efforts to negotiate the terms of the Joint Venture Agreement and then
will execute the form of Joint Venture Agreement.




 






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	7.3	If the parties do not agree on the terms of the Joint Venture Agreement, then the Optionors and the Optionee will enter into arbitration
pursuant to Section 20 and the Arbitrator will determine the terms of the Joint Venture Agreement.




 


	7.4	Within six months of the date of the exercise of the Option, the Optionee will provide the Semi- Carried Financing, failing which
the Option will be deemed to have not been exercised and Optionee will forfeit all of its interest the Property to the Optionors
and the Optionee will immediately do all those things required to effect a transfer of the Property to the Optionors, free and
clear of all liens, charges and encumbrances of any kind whatsoever.




 


	7.5	During the six month period from the date of the exercise of the Option, the Optionee will not transfer assign or otherwise alienate
or agree to transfer, assign or otherwise alienate any of its interest in the Property, except to the Optionors.




 


	8.	RIGHT OF ENTRY




 


	8.1	The Optionee, its employees, agents and independent contractors, will during the term of
the Option, have the sole and exclusive right to:




 


		(a)	enter upon the Property;



 


		(b)	have exclusive and quiet possession thereof;



 


		(c)	do such prospecting, exploration, development or other mining work thereon and thereunder as Optionee
in its sole discretion may consider advisable;



 


		(d)	bring and erect upon the Property such equipment and facilities as Optionee may consider advisable;
and



 


		(e)	remove therefrom and dispose of reasonable quantities of ores,
minerals, and metals for the purposes of obtaining assays or making other tests, but not including any bulk sampling.



 


	9.	TERMINATION OF OPTION




 


	9.1	In the event that the Option is not exercised strictly in accordance with the terms set
out herein, then the Option will immediately terminate and be of no further force or effect.




 


	9.2	Notwithstanding termination of the Option:




 


		(a)	the termination of the Option will not reduce or eliminate any obligations of the Optionee under
this Agreement; and



 


		(b)	any requirement set out in Section 5.1 which would need to be completed in order for the Option
to otherwise have remained in good standing for a period up to 90 days after the termination of the Option will be deemed to be
a firm commitment and will need to be completed or performed by the Optionee notwithstanding the prior termination of the Option.



 






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	9.3	The Optionee may terminate the Option provided that the Optionee first provides the Optionors
90 days written notice of such intention and in the event that the Optionee at that
time has not completed any such item listed in Section 5.1 which would need to be completed in order for the Option to
otherwise remain in good standing up to the last day of the 90 day notice period (the “Last Day of Termination Notice
Period”), then:




 


		(a)	the Optionee will complete such item by not later than the 10th day following the Last
Day of Termination Notice Period; and



 


		(b)	the Option will nonetheless terminate on the Last Day of Termination Notice Period and the Option
will not be reinstated by the completion of such item.



 


	9.4	The provision by the Optionee of notice under Section 9.2 will not reduce or eliminate the
obligations of the Optionee under this Agreement.




 


	10.	COVENANTS OF THE OPTIONORS




 


	10.1	The Optionors will:




 


		(a)	at the signing of the Original Option Agreement and then from time to time, upon written demand
of the Optionee make available to Optionee and its representatives all records and files in the possession or control of the Optionors
relating to the Property and permit Optionee and its representatives at its own expense to take abstracts therefrom and make copies
thereof (the Optionee acknowledges it received from the Optionors shortly following the signing of the Original Option Agreement
a flash drive containing various data relating to the Property); and



 


		(b)	promptly provide Optionee with any and all notices and correspondence received by the Optionors
from government agencies in respect of the Property.



 


	11.	COVENANTS OF OPTIONEE




 


	11.1	At the signing of this Agreement or as soon as possible thereafter, the Optionee will provide the Optionors a Quitclaim Deed and
a Declaration of Value, in forms reasonably acceptable to the Optionors, which are to be held in trust by the lawyers for the
Optionors, on commercially reasonable terms reasonably acceptable to the Optionee, and released as follows:




 


		(a)	to the Optionors in the event that the Option is terminated, in which case the Optionors may record
the documents against the title to the Property; and



 


		(b)	to the Optionee upon the exercise of the Option.



 


	11.2	Further, this Agreement provides for the possibility of additional mining claims becoming
subject to the Option in this Agreement and also the right of the Optionee to abandon some mining claims subject to the Option,
in certain circumstances. As a result, the list of mining claims, at any time in the future, may be different from the list of
mining claims as of the date of this Agreement. Therefore, the Optionee agrees that should the list of mining claims vary from
the list of mining claims presently set out in this Agreement (which is also the same list in the current Quitclaim Deed), then
as soon as the list of mining claims changes, the Optionee will complete and have duly executed a further Quitclaim Deed and a
further Declaration of Value and will immediately deliver that Quitclaim Deed and Declaration of Value to the lawyers for the
Optionors to be held in trust pursuant to Section 11.1 and the Optionors will cause the previous unused Quitclaim Deed and Declaration
of Value to be marked as void and then will deliver the voided Quitclaim Deed and Declaration of Value to the lawyers for the
Optionee.




 






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	11.3	Following the signing of this Agreement, the Optionee will:




 


		(a)	in addition to and not in substitution for the obligations to keep the Property in good standing
as set forth elsewhere in this Agreement, keep the Property in good standing for a period of one year following the date of the
termination or exercise of the Option;



 


		(b)	keep the Property free and clear of all liens, charges and encumbrances arising from its operations
hereunder during the term of the Option and then for a period of six years following the date of the termination or exercise of
the Option;



 


		(c)	in the event that the laws in the State of Nevada or the federal laws of the United States of America
allow or require the filing of assessment reports, then from time to time, file all exploration work as assessment work against
the Property to the maximum allowable extent;



 


		(d)	subject to Section 11.3(c), the Optionee will file, as assessment
work against each of the mining claims then forming the Property, all exploration expenses to the maximum amount allowable and
will use its best efforts to ensure that the applicable government authority accepts all of those expenditures as assessment and
the Optionee will ensure that the assessment work is credited to each of the mining claims then forming the Property;



 


		(e)	permit the Optionors, or their representatives duly authorized by it in writing, at its own risk
and expense, access to the Property at all reasonable times;



 


		(f)	permit the Optionors, or their representatives duly authorized
by it in writing, access to all records pertaining to the Property, including those prepared by the Optionee and those prepared
by other people both before and after the date of this Agreement, in respect to the Property (or any Mining Tenure whether it is
partially or wholly in the Area of Interest regardless of whether the Area of Interest Option was exercised) or work done on or
with respect to the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest regardless of whether
the Area of Interest Option was exercised), including, but not restricted to, all drill core, assay pulps, maps, drilling logs,
assay results and other technical data acquired by the Optionee or compiled by or on behalf of the Optionee with respect to the
Property (or any Mining Tenure, whether it is partially or wholly in the Area of Interest Additional Property regardless of whether
the Area of Interest Option was exercised), including any interpretive data or conclusions and copies of all books, accounts and
records of operations conducted by or on behalf of the Optionee on the Property (or any Mining Tenure whether it is partially or
wholly in the Area of Interest regardless of whether the Area of Interest Option was exercised) or by others on the Property (or
any Mining Tenure whether it is partially or wholly in the Area of Interest regardless of whether the Area of Interest Option was
exercised);



 


		(g)	without demand from the Optionors, deliver to the Optionors, as soon as possible after receipt
by the Optionee thereof, all documents referred to in Section 11.3(f);



 






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		(h)	conduct all work
on or with respect to the Property in a careful and minerlike manner and in compliance with all applicable Federal, Provincial
and local laws, rules, orders and regulations;



		 	 



		(i)	not breach any Environmental Laws;



		 	 



		(j)	not do anything to incur Environmental Liabilities;



		 	 



		(k)	indemnify and
hold the Optionors harmless from and against any and all expenses, losses, claims, actions, damages or liabilities, whether
joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims),
and the reasonable fees and expenses of its counsel that result from a breach of any term of this Agreement or may be incurred
in advising with respect to and/or defending any claim that may be made against the Optionors, to which the Optionors may become
subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims,
damages, liabilities or actions arise out of or are based, directly or indirectly, (i) any taxes, fees or other amounts owing
to any governmental agency in respect of the Property and (ii) any work conducted on the Property by the Optionee or its employees,
contractors or agents and including, but not restricted to, any breach or alleged breach of any Environmental Laws;



		 	 



		(l)	deliver to the Optionors Technical Reports as follows:



 


		(i)	by April 30, 2016 for the period ended December 31, 2015; and



 


		(ii)	by April 30 of each successive year during the term of the Option for the period ended the previous
December 31;



 


		(m)	in the event that
the Option is terminated, then within 45 days of such termination, the Optionee, at is sole cost, will have prepared and
will deliver to the Optionors a Technical Report addressed to the Optionors with an effective date of not earlier than the date
of such termination;



		 	 



		(n)	deliver to the Optionors Exploration Expense Reports
as follows:



 


		(i)	by April 30, 2015 for the period ended December 31, 2014 and by April 30 of each successive year
during the term of the Option for the period ended the previous December 31 not previously reported upon; and



 


		(ii)	within 60 days of the termination of the Option for the period up to the termination of the Option;



 


		(o)	in the event that
the Option is terminated, then for a period of one year from such termination, the
Optionee, at its sole cost will permit the Optionors, or their representatives duly authorized by it in writing, access to all
records listed in Section 11.3(f);



		 	 



		(p)	in the event
that the Option is terminated, at the sole option of the Optionors the Optionee will remove within six months of such termination
at its sole cost all equipment, buildings, structures, facilities and all other things brought onto the Property by the Optionee
or its agents, failing which the Optionors may elect to either (i) remove such things at the sole cost of the Optionee, or (ii)
retain such things on the Property in which case the Optionee’s right, title and interest in those things will be automatically
transferred to the Optionors at no expense to the Optionors;



 






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		(q)	in the event that
the Option is terminated, then within 15 days of such termination, the Optionee,
at its sole cost, will deliver to the Optionors all those materials listed in Section 11.3(f); and the Optionee will have
no further right to or interest in those materials;



		 	 



		(r)	make all filings and disclosures as required and within
the time periods specified under all applicable securities legislation with respect to the issuance of any Shares under this Agreement;



		 	 



		(s)	from time to
time, do all things required to ensure that the Optionee is authorized to carry on business in the State of Nevada;



		 	 



		(t)	upon oral or
written request from the Underlying Royalty Holder or Optionor and subject to all applicable securities Laws, at the Optionee’s
sole cost, immediately do all such things as may be necessary in order to remove any restrictive legend all share certificates
representing any Shares issued under this Agreement.;



		 	 



		(u)	ensure that at no time the trading in the shares of
the Optionee become subject to:



 


		(i)	a halt trade order;



 


		(ii)	a stop trade order;



 


		(iii)	a suspension;



 


		(iv)	a cease trade order; or



 


		(v)	any other similar order or restriction; and



		 	 



		(v)	provided that
the Optionee first agrees in writing to pay the Optionors their reasonable fees and out-of-pocket expenses, the Optionee
may, from time to time, request assistance from the Optionors and the Optionors may, but are not obligated to, elect to provide
such assistance;



		 	 



		(w)	in the event that
the Optionors have previously introduced to the Optionee or in the event that following the signing of this Agreement the
Optionors introduce to the Optionee any personnel or consultants, including, but not restricted to, persons providing technical
or geological services (together the “Optionors’ Service Providers”):



 


		(i)	the Optionee will ensure that all agreements with the Optionors’ Service Providers are reduced
to writing and contain the requirement set out in Section 11.3(w)(ii) of this Agreement; and



 






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		(ii)	upon the Option having terminated or upon the Optionee being in breach of
any term of this Agreement (which breach has not been rectified in accordance with Section 23 of the Agreement):



 


		A.	the Optionee will terminate the term of all agreements with the Optionors’
Service Providers;



 


		B.	the Optionee will pay in full all amounts then owed to the Optionors’
Service Providers;



 


		C.	the Optionors will be free to deal with the Optionors’
Service Providers; and



 


		D.	the Optionee will not interfere with or hinder the Optionors’ Service
Providers; and



 


		E.	the Optionee will not enter into any further agreements that the Optionors’
Service Providers for their services;



 


		(x)	in the event that the Optionee does not renew all of the mining claims forming the Property at
least 60 days prior the scheduled expiry date of such mining claims, pay the Optionors in full, within 10 days of receipt of an
invoice from the Optionors setting out the commercially reasonable costs incurred by the Optionors in ensuring that the mining
claims are renewed, it being agreed that there is no obligation upon the Optionors to renew the mining claims and such obligations
always remains with the Optionee; and



 


		(y)	maintain during the currency of the Option and for a period of two years thereafter its reporting
issuer status under the United States Securities Exchange Act of 1934 and, without restricting the foregoing, it will continue
to file in a timely manner all materials required to be filed under all applicable United States securities laws, including the
Securities Exchange Act of 1934.



 





	12.	OTHER ACQUISITIONS – AREA OF INTEREST




 


	12.1	If any party (the “Acquiring Party”) acquires any claims, patented or unpatented, or a part of any claim, whether
patented or non-patented, or any interest in any claim, whether patented or un-patented or any mineral or surface right or royalty
or an interest in any mineral or surface right or royalty or any other rights to explore for or extract minerals (together a “Mining
Tenure”), either from a government body or a third party, which Mining Tenure lies partially or wholly within three
miles of the outer boundary of the Property (as the boundary may be located from time to time) (the “Area of Interest”),
then the Acquiring Party must offer such Mining Tenure to the Other Party to become part of the Property and to become subject
to the terms of the Option (the “Area of Interest Option”).




 


	12.2	If the Optionee elects to include either only a partial interest or a full interest in the Mining Tenure (the “Elected
Portion of the Mining Tenure”) of the Optionors to become part of the Property and to become subject to the terms of
the Option, then the Optionee will reimburse the Optionors for their acquisition expense of such Elected Portion of the Mining
Tenure and upon payment to the Optionors the Elected Portion of the Mining Tenure (the “Additional Property”)
will become part of the Property and subject to the terms of the Option regardless of whether only a portion of the Mining Tenure
lies within the Area of Interest.




 


	12.3	If the Optionors elect to include either only a partial interest or a full interest in the Mining Tenure (the “Elected
Portion of the Mining Tenure”) of the Optionee to become part of the Property and to become subject to the terms of
the Option, then the Optionors need not reimburse the Optionee for its acquisition expense of such Elected Portion of the Mining
Tenure and upon such election, the Elected Portion of the Mining Tenure (also the “Additional Property”) will
become part of the Property and subject to the terms of the Option regardless of whether only a portion of the Mining Tenure lies
within the Area of Interest.




 






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	12.4	In the event that either (a) the Optionors or (b) any of the Optionors’ Service Providers introduce any property (the “Introduced
Property”) to the Optionee or any Affiliate of the Optionee (other than being in the Area of Interest), then the Optionee
will pay the Optionors a finder’s fee (the “Finder’s Fee”) of:




 


		(a)	8% of the purchase price actually paid, but reduced to money terms, of the
Introduced Property, such payment to be made at the time that the Optionee or an Affiliate of the Optionee acquires an interest
in the Introduced Property and should the Optionee or the Affiliate of the Optionee acquire interests in the Introduced Property
at more than one time, then payment shall be made at each time of the acquisition of such interest;



 


		(b)	a 2% net smelter returns royalty, of which the Optionee may purchase one
of those two percentages for $1,000,000, at any time up to the time of the date of the delivery of the Feasibility Report to the
Optionors hereunder; and



 


		(c)	in the event that the Optionors or the Optionee wish the agreement concerning
the Finder’s Fee to be put into a more formal agreement, then the parties will use their best efforts to negotiate and enter
into such more formal agreements which agreement will contain the terms as contained in Section 12.4 (a) & (b).



 


	13.	DISPOSITION OF PROPERTY




 


	13.1	The Optionee may at any time sell, transfer, assign or otherwise dispose of all or any portion of its interest in the Property
and this Agreement provided that, the Optionee has first obtained the consent in writing of the Optionors, such consent may be
unreasonably withheld and further provided that any purchaser, transferee, assignee or other acquirer (together the “Transferee”)
of any such interest will have first delivered to the Optionors its agreement related to this Agreement and to the Property, containing:




 


		(a)	a covenant with the Optionee and the Optionors by such Transferee to perform
all the obligations of the Optionee to be performed under this Agreement; and



 


		(b)	a provision subjecting any further sale, transfer, assignment or other disposition
of such interest in the Property and this Agreement or any portion thereof to the restrictions contained in this Section 13.1.



 


	13.2	The provisions of Section 13.1 will not prevent either party from entering into an amalgamation or corporate reorganization which
will have the effect in law of the amalgamated or surviving company possessing all the property, rights and interests and being
subject to all the debts, liabilities and obligations of each amalgamating or predecessor company.




 






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	14.	ABANDONMENT
    OF PROPERTY




 


	14.1	Subject to Section
14.2, should the Optionee, in its sole discretion, determine that some but not all of the Property no longer warrant further exploration
and development or for any such other reason that the Optionee determines that it no longer want to further explore and develop
some but not all of the Property (the “Abandoned Property”), then the Optionee may abandon such Abandoned Property,
so long as the Optionee provides the Optionors with at least 60 day’s notice of its intention to so abandon such property
and, if the Optionors then provides within 20 days of the receipt of the notice from the Optionee, a written request that the
Optionee transfer such Abandoned Property to the Optionors (the “Transfer Request”), then the Optionee shall
forthwith provide a recordable transfer of such Abandoned Property to the Optionors.




 


	14.2	In
    the event that the Optionors provide the Transfer Request, the Optionee shall:







 


		(a)	ensure
                                         that the Abandoned Property is unencumbered and in good standing for a period of at least
                                         one year from the date of the provision of the recordable transfer referred to in Section
                                         14.1 to the Optionors;



 


		(b)	pay
                                         all taxes and assessments required to maintain the Abandoned Property in good standing
                                         for a period of at least one year from the date of the provision of the recordable transfer
                                         of such Abandoned Property to the Optionors; and



 


		(c)	ensure
                                         there are no Environmental Liabilities relating to the Abandoned Property.



 


	14.3	Subject
    to Section 11.3(a), (b), (c) and (d) and Section 14.2, upon the Abandoned Property being either:




 


		(a)	abandoned
                                         in accordance with Section 14.1, or



 


		(b)	returned
to the Optionors in accordance with Section 14.2,



 


then the Optionee’s obligations
                                         under this Agreement relating to the Abandoned Property shall immediately terminate without
                                         adversely affecting any of the rights of the Optionee under this Agreement to balance
                                         of the Property.


 


	15.	ROYALTY
    AND ADVANCE ROYALTY AND RIGHT TO PURCHASE INTEREST IN ROYALTY




 


	15.1	The
    Optionee will pay to the Optionor USA the Royalty.




 


	15.2	The
                                         Optionors will be responsible for payment of the Underlying Royalty to the Underlying
                                         Royalty Holder.



 


	15.3	The
                                         Optionee shall make payments to the Royalty Holder (the “Advance Royalty Payments”)
                                         as follows:



 


		(a)	$20,000
                                         by April 1, 2013 (which the Royalty Holder acknowledges was paid);



 


		(b)	$10,000
                                         by April 1, 2015;



 


		(c)	$20,000
                                         by April 1, 2016



 


		(d)	$20,000
                                         by April 1, 2017; and



 


		(e)	$50,000
                                         by each successive April 1 until production commences from the Property, at which time
                                         all further obligations to pay Advance Royalties Payments will terminate, except for
                                         those Advance Royalty Payments, previously unpaid by the Optionee.



  






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		15.4	The
                                         Advance Royalty Payments will not be deducted from the Royalty payments otherwise needed
                                         to be made under this Agreement.



 


		15.5	The
                                         Optionors hereby grant to the Optionee the sole right and option to purchase two percentage
                                         points (that is two-thirds) of the Royalty for the price of $1,500,000 per percentage
                                         point ($3,000,000 in aggregate), with the right to purchase either one or two percentage
                                         points (the “Royalty Purchase Right”).



 


		15.6	The
                                         Royalty Purchase Right may be exercised from time to time, but no later than the date
                                         of the delivery of the Feasibility Report at which time to Royalty Purchase Right will
                                         terminate and be of no further force or effect.



 


	16.	FORCE
    MAJEURE




 


	16.1	No
    party will be liable for its failure to perform any of its obligations under this Agreement due to a cause beyond its control
    (except those caused by its own lack of funds) including, but not limited to acts of God, fire, flood, explosion, strikes,
    lockouts or other industrial disturbances, laws, rules and regulations or orders of any duly constituted governmental authority
    or non-availability of materials or transportation (each an "Intervening Event").




 


		16.2	All
                                         time limits imposed by this Agreement will be extended by a period equivalent to the
                                         period of delay resulting from an Intervening Event.



 


	16.3	A
    party relying on the provisions of Section 16.1 will take all reasonable steps to eliminate an Intervening Event and, if possible,
    will perform its obligations under this Agreement as far as practical, but nothing herein will require such party to settle
    or adjust any labour dispute or to question or to test the validity of any law, rule, regulation or order of any duly constituted
    governmental authority or to complete its obligations under this Agreement if an Intervening Event renders completion impossible.




 


		16.4	The
                                         extension of time for the observance of conditions or performance of obligations as a
                                         result of force majeure shall not relieve the Optionee from:



 


	 	(a)	its
    obligations under this Agreement to keep the Property in good standing; and




 


	 	(b)	any
    provision indicated to be a firm commitment.




 


	17.	REGISTRATION
    OF AGREEMENT




 


	17.1	The
    Optionee represents and warrants that it has not registered against the title to the Property any of the following:




 


	 	(a)	the
    Original Option Agreement;




 


	 	(b)	the
    Amended and Restated Option Agreement dated November 15, 2012;




 


	 	(c)	the
    Amended and Restated Option Agreement dated February 1, 2013;




 


	 	(d)	the
    Amended and Restated Option Agreement dated August 26, 2013;




 


	 	(e)	the
    Original Supplemental Agreement;




 






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	 	(f)	the
    Amended and Restated Supplemental Agreement; or




 


	 	(g)	a
    memorandum of any of the above agreements.




 


	17.2	The
    Optionee covenants that it will not register any of the agreements listed in Section 17.1 or a memorandum of any of them against
    title to the Property.




 


		17.3	Notwithstanding
                                         Section 18, each of the Optionors and the Optionee will have the right at any time to
                                         register this Agreement or a memorandum thereof against title to the Property.



 


	18.	CONFIDENTIAL
    NATURE OF INFORMATION




 


	18.1	The
    parties agree that all information obtained from the work carried out hereunder and under the operation of this Agreement
    will be the exclusive property of the parties and will not be used other than for the activities contemplated hereunder except
    as required by law or by the rules and regulations of any regulatory authority having jurisdiction, or with the written consent
    of both parties, such consent not to be unreasonably withheld. Notwithstanding the foregoing, it is understood and agreed
    that a party will not be liable to the other party for the fraudulent or negligent disclosure of information by any of its
    employees, servants or agents, provided that such party has taken reasonable steps to ensure the preservation of the confidential
    nature of such information.




 


	19.	FURTHER
    ASSURANCES




 


	19.1	The
    parties hereto agree that they and each of them will execute all documents and do all acts and things within their respective
    powers to carry out and implement the provisions or intent of this Agreement.




 


	20.	ARBITRATION




 


	20.1	Pursuant
    to Section 7.3, in the event that the Optionors and the Optionee do not agree on the terms of the agreement representing the
    Joint Venture Agreement, then the provisions of the International Commercial Arbitration Act, RSBC, ch. 233 will apply,
    the place of arbitration will be Vancouver, British Columbia and the determination of the terms of the Joint Venture Agreement
    will be referred to a mutually agreeable professional (the "Arbitrator"). In the event that the Optionors
    and the Optionee cannot mutually agree on the appointment of an Arbitrator within fifteen (15) days of written notice of a
    disagreement or dispute hereunder, then a single Arbitrator will be appointed by the British Columbia International Commercial
    Arbitration Centre (“BCICAC”) of Vancouver, B.C., as the appointing authority. The BCICAC will appoint
    an Arbitrator with a skill set and background reasonably suitable to the nature of the issue or issues to be resolved in the
    Arbitration. The appointment of any additional Arbitrators will be with the mutual consent and agreement of the Optionors
    and the Optionee and in the absence of such agreement to appoint additional Arbitrators, a sole Arbitrator will preside over
    any such Arbitration.




 


		20.2	The
                                         Arbitrator will determine the terms of the Joint Venture Agreement (the “Arbitration
                                         Matter”) and will ensure that the Joint Venture Agreement contains the terms
                                         set out in Schedule “C”. Following such determination, the Optionee and Optionors
                                         will execute the Joint Venture Agreement and if they fail to do so, then they will be
                                         deemed to have signed such Joint Venture Agreement.



 




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		20.3	The
                                         Arbitration Matter will be resolved by arbitration pursuant to the Rules of Procedure
                                         established by the BCICAC, and it will be conducted in Vancouver, B.C., or as otherwise
                                         may be agreed to as a mutually convenient location for the Optionors and the Optionee.



 


		20.4	The
                                         cost of such arbitration will be born solely by the Optionee. The Arbitrator's decision
                                         will be binding and final on the Optionors and the Optionee, from which arbitration there
                                         will be no appeal.



 


	21.	NOTICE




 


		21.1	Any
                                         notice, direction or other instrument required or permitted to be given under this Agreement
                                         will be in writing and will be given by the delivery or the same or by mailing the same
                                         by prepaid registered or certified mail in each case to the addresses set out on page
                                         1 of this Agreement and any notice to the Optionors must also be made to the lawyers
                                         for the Optionors as directed in writing by the Optionors



 


		21.2	Any
                                         notice, direction or other instrument aforesaid will, if delivered, be deemed to have
                                         been given and received on the day it was delivered, and if mailed, be deemed to have
                                         been given and received on the tenth business day following the day of mailing, except
                                         in the event of disruption of the postal services in which event notice will be deemed
                                         to be received only when actually received.



 


		21.3	Any
                                         party may at any time give to the other notice in writing of any change of address of
                                         the party giving such notice and from and after the giving of such notice, the address
                                         or addresses therein specified will be deemed to be the address of such party for the
                                         purpose of giving notice hereunder.



 


	22.	HEADINGS




 


	22.1	The
    headings to the respective sections herein will not be deemed part of this Agreement but will be regarded as having been used
    for convenience only.




 


	23.	DEFAULT




 


	23.1	Subject
    to Section 16 and Section 23.2, if any party (a "Defaulting Party") is in default of any requirement herein
    set forth, the party affected by such default will give written notice to the Defaulting Party specifying the default and
    the Defaulting Party will not lose any rights under this Agreement, unless within 30 days after the giving of notice of default
    by the affected party the Defaulting Party has cured the default by the appropriate performance and if the Defaulting Party
    fails within such period to cure any such default, the affected party will be entitled to seek any remedy it may have on account
    of such default.




 


	23.2	Section
    23.1 will not:




 


		(a)	relieve
                                         the Optionee from any obligation to keep the Property in good standing;



 


		(b)	apply
                                         to any term of this Agreement which is stated to be a firm commitment or which is deemed
                                         to be a firm commitment; or



 


		(c)	apply
                                         to Section 5.1.



 






    	Page 22 of 38



    	EXECUTION COPY



    

 





	24.	CURRENCY
    AND PAYMENTS




 


		24.1	All
                                         references to money amounts hereunder will be in funds of the United States except where
                                         otherwise designated.



 


		24.2	All
                                         Shares to be delivered to the Optionors or either of them are to be delivered to the
                                         Canadian legal counsel for Optionor Canada and Optionor Canada covenants to provide the
                                         name and address of such legal counsel no later than the signing of this Agreement.



 


		24.3	All
                                         payment of money hereunder, including that defined as cash are to be paid by way of wire
                                         transfer to the trust account of the Canadian legal counsel for Optionor Canada and the
                                         Optionor Canada covenants to provide such wiring coordinates no later than the signing
                                         of this Agreement.



 


	25.	ENUREMENT




 


	25.1	This
    Agreement will enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted
    assigns.




 


	26.	GOVERNING
    LAW




 


		26.1	This
                                         Agreement will be construed in accordance with and governed by the laws in force in British
                                         Columbia.



 


		26.2	Subject
                                         to Section 20, the courts of British Columbia will have exclusive jurisdiction to hear
                                         and determine all disputes arising hereunder.



 


	26.3	This
    Section 26 will not be construed:




 


		(a)	to
                                         affect the rights of a Party to enforce a judgment or award outside British Columbia,
                                         including the right to record or enforce a judgment or award in a jurisdiction in which
                                         the Property is situated;



 


		(b)	to
                                         supersede the laws of Nevada applicable to the Property and the rights and obligations
                                         of a holder of mineral rights thereunder.



 


	27.	ENTIRE
    AGREEMENT




 


	27.1	Subject
    to Section 27.2, this Agreement constitutes the entire agreement between the parties and replaces and supersedes all prior
    agreements, including memoranda, correspondence, communications, negotiations and representations, whether verbal or written,
    express or implied, statutory or otherwise between the parties with respect to the subject matter herein, including, without
    restriction, the Original Option Agreement and the Amended and Restated Option Agreement dated November 15, 2012, the Amended
    and Restated Option Agreement dated February 1, 2013 and the Amended and Restated Option Agreement dated August 26, 2013.




 


		27.2	For
                                         further certainty, this Agreement supersedes and replaces the Original Supplemental Agreement
                                         and the Amended and Restated Supplemental Agreement, which are now of no further force
                                         and effect.



 


	27.	AMENDMENT




 


	27.1	This
    Agreement may be amended only by an agreement signed by all parties to this Agreement.




 






    	Page 23 of 38



    	EXECUTION COPY



    

 








	28.	SURVIVAL




 


	28.1	All
    terms of this Agreement will survive the exercise or termination of the Option, unless expressly indicated otherwise.




 


	28.	SEVERABILITY




 


	28.1	Each
    of the provisions of this Agreement shall be separate and distinct and, if any provision of this Agreement shall be invalid,
    illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining
    provisions hereof shall not be affected or impaired thereby.




 


	29.	TIME
    OF ESSENCE




 


	29.1	Subject
    to Section 16 and 23, time will be of the essence in this Agreement.




 


	30.	EXECUTION
    OF AGREEMENT




 


	30.1	This
    Agreement may be signed in counterpart and delivered electronically.




 




    	Page 24 of 38



    	EXECUTION COPY



    


 





IN
WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.


 


	AHL
    HOLDINGS LTD.	 	GOLDEN
    SANDS EXPLORATION INC.
	 	 	 	 	 
	Per:	/s/
    James Alexander Lenec	 	Per:	/s/
    James Alexander Lenec
	 	James Alexander
    Lenec, President	 	 	James Alexander
    Lenec, President



 





	NORTHERN MINERALS & EXPLORATION LTD.
	 	 	 
	Per:	/s/
    Howard Siegel	 
	 	Howard Siegel,
    President	 



 



    	Page 25 of 38



    	 



    

  


SCHEDULE “A”


 


This
is SCHEDULE "A" to the Option Agreement dated for reference September 14, 2012, as last amended and restated
on July 30, 2014 between AHL Holdings Ltd. and Golden Sands Exploration Inc., as Optionors, and Northern Minerals & Exploration
Ltd., as Optionee


 


The
Claims


 


	Claim
    Name	 	BLM
    Serial No.	 	Registered
    Owner (1)	 	Location
    Date
	WM
    #1	 	733156	 	AHL	 	01/04/1996
	WM
    #2	 	405978	 	AHL	 	04/11/1987
	WM
    #3	 	733157	 	AHL	 	01/04/1996
	WM
    #4	 	405980	 	AHL	 	04/11/1987
	WM
    #5	 	733158	 	AHL	 	01/04/1996
	WM
    #6	 	405982	 	AHL	 	04/11/1987
	WM
    #8	 	405983	 	AHL	 	04/11/1987
	WM
    #10	 	405984	 	AHL	 	04/11/1987
	Golden
    West #6	 	733140	 	AHL	 	01/02/1996
	Golden
    West #7	 	733141	 	AHL	 	01/02/1996
	Golden
    West #8	 	733142	 	AHL	 	01/02/1996
	Golden
    West #9	 	733143	 	AHL	 	01/02/1996
	Golden
    West #10	 	733144	 	AHL	 	01/02/1996
	Golden
    West #11	 	733145	 	AHL	 	01/02/1996
	Golden
    West #12	 	733146	 	AHL	 	01/02/1996
	Golden
    West #13	 	733147	 	AHL	 	01/02/1996
	Golden
    West #14	 	733148	 	AHL	 	01/03/1996
	Golden
    West #15	 	733149	 	AHL	 	01/03/1996
	Golden
    West #16	 	733150	 	AHL	 	01/03/1996
	Golden
    West #17	 	733151	 	AHL	 	01/03/1996
	Golden
    West #18	 	733152	 	AHL	 	01/03/1996
	Golden
    West #19	 	733153	 	AHL	 	01/03/1996
	Amended
    Golden West Frac A	 	733154	 	AHL	 	01/03/1996
	Amended
    Golden West Frac B	 	733155	 	AHL	 	01/03/1996
	WM
    206	 	917492	 	AHL	 	11/19/2005
	WM
    207	 	917493	 	AHL	 	11/19/2005
	WM
    208	 	917494	 	AHL	 	11/19/2005
	T&C
    #1	 	479032	 	AHL	 	05/08/1988
	T&C
    #2	 	479033	 	AHL	 	05/08/1998
	T&C
    #3	 	479034	 	AHL	 	05/08/1998
	TJ
    #12	 	155540	 	AHL	 	04/02/1980
	TJ
    #14	 	733159	 	AHL	 	01/04/1996
	TJ
    #15	 	733160	 	AHL	 	01/04/1996
	TJ
    #16	 	155544	 	AHL	 	04/04/1980
	TJ
    #17	 	155545	 	AHL	 	04/04/1980
	TJ
    #18	 	155546	 	AHL	 	04/04/1980
	TJ
    #19	 	155547	 	AHL	 	04/02/1980
	TJ
    #29	 	155557	 	AHL	 	04/04/1980
	TJ
    #30	 	155558	 	AHL	 	04/17/1980
	TJ
    #34	 	155562	 	AHL	 	04/17/1980


 






    	Page 26 of 38



    	 



    

 





	Claim
    Name	 	BLM
    Serial No.	 	Registered
    Owner (1)	 	Location
    Date
	WM
    101	 	NMC887954	 	AHL	 	11/10/2004
	WM
    102	 	NMC887955	 	AHL	 	11/10/2004
	WM
    103	 	NMC887956	 	AHL	 	11/10/2004
	WM
    104	 	NMC887957	 	AHL	 	11/10/2004
	WM
    105	 	NMC887958	 	AHL	 	11/10/2004
	WM
    106	 	NMC887959	 	AHL	 	11/10/2004
	WM
    107	 	NMC887960	 	AHL	 	11/10/2004
	WM
    108	 	NMC887961	 	AHL	 	11/10/2004
	WM
    109	 	NMC887962	 	AHL	 	11/10/2004
	WM
    110	 	NMC887963	 	AHL	 	11/10/2004
	WM
    111	 	NMC887964	 	AHL	 	11/10/2004
	WM
    112	 	NMC887965	 	AHL	 	11/10/2004
	WM
    113	 	NMC887966	 	AHL	 	11/10/2004
	WM
    114	 	NMC887967	 	AHL	 	11/10/2004
	WM
    115	 	NMC887968	 	AHL	 	11/10/2004
	WM
    116	 	NMC887969	 	AHL	 	11/10/2004
	WM
    117	 	NMC887970	 	AHL	 	11/10/2004
	WM
    118	 	NMC887971	 	AHL	 	11/10/2004
	WM
    119	 	NMC887972	 	AHL	 	11/10/2004
	WM
    120	 	NMC887973	 	AHL	 	11/10/2004
	WM
    121	 	NMC887974	 	AHL	 	11/13/2004
	WM
    122	 	NMC887975	 	AHL	 	11/10/2004
	WM
    123	 	NMC887976	 	AHL	 	11/10/2004
	WM
    124	 	NMC887977	 	AHL	 	11/10/2004
	WM
    125	 	NMC887978	 	AHL	 	11/10/2004
	WM
    126	 	NMC887979	 	AHL	 	12/10/2004
	WM
    127	 	NMC887980	 	AHL	 	12/10/2004
	WM
    128	 	NMC887981	 	AHL	 	12/10/2004
	WM
    129	 	NMC887982	 	AHL	 	12/10/2004
	WM
    130	 	NMC887983	 	AHL	 	12/10/2004
	WM
    131	 	NMC887984	 	AHL	 	12/10/2004
	WM
    132	 	NMC887985	 	AHL	 	12/10/2004
	WM
    133	 	NMC887986	 	AHL	 	12/10/2004
	WM
    134	 	NMC887987	 	AHL	 	12/10/2004
	WM
    135	 	NMC887988	 	AHL	 	12/10/2004
	WM
    136	 	NMC894073	 	AHL	 	2/2/2005
	WM
    137	 	NMC894074	 	AHL	 	2/2/2005
	WM
    138	 	NMC894075	 	AHL	 	2/2/2005
	WM
    139	 	NMC894076	 	AHL	 	2/2/2005
	WM
    140	 	NMC894077	 	AHL	 	2/2/2005
	WM
    141	 	NMC894078	 	AHL	 	2/2/2005
	WM
    142	 	NMC894079	 	AHL	 	2/2/2005
	WM
    143	 	NMC894080	 	AHL	 	2/2/2005
	WM
    144	 	NMC894081	 	AHL	 	2/2/2005
	WM
    145	 	NMC894082	 	AHL	 	2/2/2005
	WM
    146	 	NMC894083	 	AHL	 	2/2/2005
	WM
    147	 	NMC894084	 	AHL	 	2/2/2005





 






    	Page 27 of 38



    	 



    

 


	Claim
    Name	 	BLM
    Serial No.	 	Registered
    Owner (1)	 	Location
    Date
	WM
    148	 	NMC894085	 	AHL	 	2/2/2005
	WM
    149	 	NMC894086	 	AHL	 	2/2/2005
	WM
    150	 	NMC894087	 	AHL	 	2/2/2005
	WM
    151	 	NMC894088	 	AHL	 	2/2/2005
	WM
    152	 	NMC894089	 	AHL	 	2/2/2005
	WM
    153	 	NMC894090	 	AHL	 	2/2/2005
	WM
    154	 	NMC894091	 	AHL	 	2/2/2005
	WM
    155	 	NMC894092	 	AHL	 	2/2/2005
	WM
    156	 	NMC894093	 	AHL	 	2/2/2005
	WM
    157	 	NMC894094	 	AHL	 	2/2/2005
	WM
    158	 	NMC894095	 	AHL	 	2/2/2005
	WM
    159	 	NMC894096	 	AHL	 	2/2/2005
	WM
    160	 	NMC894097	 	AHL	 	2/2/2005
	WM
    161	 	NMC894098	 	AHL	 	2/2/2005
	WM
    162	 	NMC894099	 	AHL	 	2/2/2005
	WM
    163	 	NMC894100	 	AHL	 	2/2/2005
	WM
    164	 	NMC894101	 	AHL	 	2/2/2005
	WM
    165	 	NMC894102	 	AHL	 	2/2/2005
	WM
    166	 	NMC894103	 	AHL	 	2/2/2005
	WM
    167	 	NMC894104	 	AHL	 	2/2/2005
	WM
    168	 	NMC894105	 	AHL	 	2/2/2005
	WM
    169	 	NMC894106	 	AHL	 	2/2/2005
	WM
    170	 	NMC894107	 	AHL	 	2/3/2005
	WM
    171	 	NMC894108	 	AHL	 	2/3/2005
	WM
    172	 	NMC894109	 	AHL	 	2/3/2005
	WM
    173	 	NMC894110	 	AHL	 	2/3/2005
	WM
    174	 	NMC894111	 	AHL	 	2/3/2005
	WM
    175	 	NMC894112	 	AHL	 	2/3/2005
	WM
    176	 	NMC894113	 	AHL	 	2/3/2005
	WM
    177	 	NMC894114	 	AHL	 	2/3/2005
	WM
    178	 	NMC894115	 	AHL	 	2/3/2005
	WM
    179	 	NMC894116	 	AHL	 	2/3/2005
	WM
    180	 	NMC894117	 	AHL	 	2/3/2005
	WM
    181	 	NMC894118	 	AHL	 	2/3/2005
	WM
    182	 	NMC894119	 	AHL	 	2/3/2005
	WM
    183	 	NMC894120	 	AHL	 	2/3/2005
	WM
    184	 	NMC894121	 	AHL	 	2/3/2005
	WM
    185	 	NMC894122	 	AHL	 	2/3/2005
	WM
    186	 	NMC894123	 	AHL	 	2/3/2005
	WM
    187	 	NMC894124	 	AHL	 	2/3/2005
	WM
    188	 	NMC894125	 	AHL	 	2/3/2005
	WM
    189	 	NMC894126	 	AHL	 	2/3/2005
	WM
    190	 	NMC894127	 	AHL	 	2/3/2005
	WM
    191	 	NMC894128	 	AHL	 	2/3/2005
	WM
    192	 	NMC894129	 	AHL	 	2/3/2005
	WM
    193	 	NMC894130	 	AHL	 	2/3/2005
	WM
    194	 	NMC894131	 	AHL	 	2/3/2005
	WM
    195	 	NMC894132	 	AHL	 	2/3/2005


 






    	Page 28 of 38



    	 



    

 





	Claim
    Name	 	BLM
    Serial No.	 	Registered
    Owner (1)	 	Location
    Date
	WM
    196	 	NMC894133	 	AHL	 	2/3/2005
	WM
    197	 	NMC894134	 	AHL	 	2/3/2005
	WM
    198	 	NMC894135	 	AHL	 	2/3/2005
	WM
    199	 	NMC894136	 	AHL	 	2/3/2005
	WM
    200	 	NMC894137	 	AHL	 	2/3/2005
	WM
    217	 	NMC998440	 	AHL	 	10/7/2008
	WM
    218	 	NMC998441	 	AHL	 	10/7/2008
	WM
    219	 	NMC998442	 	AHL	 	10/7/2008
	WM
    220	 	NMC998443	 	AHL	 	10/7/2008
	WM
    225	 	NMC998444	 	AHL	 	10/7/2008
	WM
    226	 	NMC998445	 	AHL	 	10/7/2008
	WM
    227	 	NMC998446	 	AHL	 	10/7/2008
	WM
    228	 	NMC998447	 	AHL	 	10/7/2008
	WM
    240	 	NMC908933	 	AHL	 	9/1/2005
	WM
    241	 	NMC908934	 	AHL	 	9/1/2005
	WM
    242	 	NMC908935	 	AHL	 	9/1/2005
	WM
    243	 	NMC908936	 	AHL	 	9/1/2005
	WM
    255	 	NMC908948	 	AHL	 	9/1/2005
	WM
    256	 	NMC908949	 	AHL	 	9/1/2005
	WM
    257	 	NMC908950	 	AHL	 	9/1/2005
	WM
    258	 	NMC908951	 	AHL	 	9/1/2005
	WM
    259	 	NMC908952	 	AHL	 	9/1/2005
	WM
    272	 	NMC908965	 	AHL	 	9/1/2005
	WM
    273	 	NMC908966	 	AHL	 	9/1/2005
	WM
    274	 	NMC908967	 	AHL	 	9/1/2005
	WM
    275	 	NMC908968	 	AHL	 	9/1/2005
	WM
    288	 	NMC908981	 	AHL	 	9/1/2005
	WM
    289	 	NMC908982	 	AHL	 	9/1/2005
	WM
    294	 	NMC908987	 	AHL	 	9/1/2005
	WM
    295	 	NMC908988	 	AHL	 	9/1/2005
	WM
    296	 	NMC908989	 	AHL	 	9/1/2005
	WM
    297	 	NMC908990	 	AHL	 	9/1/2005
	WM
    298	 	NMC908991	 	AHL	 	9/1/2005
	WM
    299	 	NMC908992	 	AHL	 	9/1/2005
	WM
    300	 	NMC908993	 	AHL	 	9/1/2005
	WM
    301	 	NMC908994	 	AHL	 	9/1/2005
	WM
    302	 	NMC908995	 	AHL	 	9/1/2005
	WM
    303	 	NMC908996	 	AHL	 	9/1/2005
	WM
    304	 	NMC908997	 	AHL	 	9/1/2005
	WM
    305	 	NMC908998	 	AHL	 	9/1/2005
	WM
    306	 	NMC908999	 	AHL	 	9/1/2005
	WM
    307	 	NMC909000	 	AHL	 	9/1/2005
	WM
    308	 	NMC909001	 	AHL	 	9/1/2005
	WM
    309	 	NMC909002	 	AHL	 	9/1/2005
	WM
    320	 	NMC909013	 	AHL	 	9/1/2005
	WM
    321	 	NMC909014	 	AHL	 	9/1/2005
	WM
    322	 	NMC909015	 	AHL	 	9/1/2005
	WM
    401	 	NMC1021078	 	AHL	 	2/9/2010


 






    	Page 29 of 38



    	 



    

 





	Claim
    Name	 	BLM
    Serial No.	 	Registered
    Owner (1)	 	Location
    Date
	WM
    402	 	NMC1021079	 	AHL	 	2/9/2010
	WM
    403	 	NMC1021080	 	AHL	 	2/9/2010
	WM
    404	 	NMC1021081	 	AHL	 	2/9/2010
	WM
    405	 	NMC1021082	 	AHL	 	2/9/2010
	WM
    406	 	NMC1021083	 	AHL	 	2/9/2010
	WM
    407	 	NMC1021084	 	AHL	 	2/9/2010
	WM
    408	 	NMC1021085	 	AHL	 	2/9/2010
	WM
    409	 	NMC1021086	 	AHL	 	2/9/2010
	WM
    410	 	NMC1021087	 	AHL	 	2/9/2010
	WM
    411	 	NMC1021088	 	AHL	 	2/9/2010
	WM
    412	 	NMC1021089	 	AHL	 	2/9/2010
	WM
    413	 	NMC1021090	 	AHL	 	2/9/2010
	WM
    414	 	NMC1021091	 	AHL	 	2/9/2010
	WM
    421	 	NMC1063842	 	AHL	 	11/7/2011
	WM
    422	 	NMC1063843	 	AHL	 	11/7/2011
	WM
    423	 	NMC1063844	 	AHL	 	11/7/2011
	WM
    430	 	NMC1063845	 	AHL	 	11/7/2011
	WM
    431	 	NMC1063846	 	AHL	 	11/7/2011
	WM
    432	 	NMC1063847	 	AHL	 	11/7/2011
	WM
    439	 	NMC1063848	 	AHL	 	11/7/2011
	WM
    440	 	NMC1063849	 	AHL	 	11/7/2011
	WM
    441	 	NMC1063850	 	AHL	 	11/7/2011
	WM
    448	 	NMC1063851	 	AHL	 	11/7/2011
	WM
    449	 	NMC1063852	 	AHL	 	11/7/2011
	WM
    450	 	NMC1063853	 	AHL	 	11/7/2011


 


(1)
AHL means AHL Holdings Ltd.


 




    	Page 30 of 38



    	 



    


  


SCHEDULE
“B”


 


This
is SCHEDULE "B" to the Option Agreement dated for reference September 14, 2012, as last amended and restated
on July 30, 2014 between AHL Holdings Ltd. and Golden Sands Exploration Inc., as Optionors, and Northern Minerals & Exploration
Ltd., as Optionee


 


ROYALTY


 


The
Royalty is a 3% royalty required to be paid under the Option Agreement to which this Schedule “B” forms a schedule
and is calculated and paid by Payor (as defined below) to the Royalty Holder (as defined below) in accordance with the following
provisions:


 


	1.	Definitions




 


Unless
otherwise set forth below, all capitalized terms used in this Schedule shall have the meaning ascribed to them in the Agreement.


 


		(a)	“Agreement”
                                         means the agreement to which this Schedule is attached.



 


		(b)	“Allowable
                                         Deductions” has that meaning set out in Section 3.



 


		(c)	“Calendar
                                         Quarter” means each three-month period ending March 31st, June 30th, September
                                         30th and December 31st of each calendar year.



 


		(d)	“Commercial
                                         Production” means production from the Property for a period of at least 45
                                         consecutive days at which at least 85% of the rated capacity of the processing mill,
                                         as recommended in the Feasibility Study, has been fully met;



 


		(e)	“Mineral
                                         Content” includes all diamonds and other valuable gem stones and all marketable
                                         ores, metals and minerals contained in Subject Ore as separately estimated by the Payor
                                         using head grade or assays taken prior to entering mill or heap leach facilities, mill
                                         or heap leach operation recovery levels, and adjustments at the refinery or other processing
                                         facilities, as key components in the calculation of Mineral Content.



 


		(f)	“Mineral
                                         Price Quotation” for a Product means the final sale price as quoted for the
                                         Product on the London Metals Exchange, as published in Metals Week or a similar
                                         publication. If publication of the final quotation on the London Metals Exchange shall
                                         be discontinued, the parties shall select a comparable commodity quotation for purposes
                                         of calculating the Net Returns. If such selection has not been completed prior to the
                                         end of the calendar month following the month in which the quotation is discontinued,
                                         the average quotation for the calendar month in which the quotation is discontinued shall
                                         be used on an interim basis pending such selection.



 


		(g)	“Net
                                         Returns” for a Calendar Quarter in respect of all of the Products means the
                                         Returns less the Allowable Deductions.



 


		(h)	“Payor”
                                         means the Party who produces and sells Products from the Property from which the Royalty
                                         Holder is entitled to a Royalty as provided in the Agreement, it being agreed that as
                                         of the date of the Agreement, the Payor is Northern Minerals & Exploration Ltd.



 




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	 	(i)	“Products”
    means all Subject Ores produced from the Property and prepared for saleIMAGE OMITTED under the Agreement.




 


		(j)	“Property”
                                         shall mean the Property, as that term is defined in the Agreement and all real property
                                         located within the Property, as that term is defined in the Agreement and shall include.



 


		(k)	“Returns”
                                         for a Calendar Quarter in respect of all of the Products means, for each of the Products,
                                         the average Mineral Price Quotation for the Product for a Calendar Quarter multiplied
                                         by the total number of appropriate units of measurement of the Product beneficiated by
                                         the Payor or credited by the smelter, refiner or other bona fide purchaser to the Payor
                                         during that Calendar Quarter.



 


		(l)	“Royalty
                                         Holder” means the party or its successors or assigns that becomes entitled
                                         to a Royalty, as provided in the Agreement, it being agreed that as of the date of the
                                         Agreement, the Royalty Holder is AHL Holdings Ltd.



 


		(m)	“Subject
                                         Ore” means all ore mined by the Payor from the Property and, for further certainty,
                                         includes diamonds and other valuable gem stones.



 


	2.	Reservation Of Royalty




 


The
Payor shall pay and the Royalty Holder shall be entitled to receive as the royalty, 3.0% of Net Returns.


 


	3.	Deductions From Returns




 


In
calculating the royalty, the Payor shall be entitled to deduct from Returns the following costs, to the extent incurred and borne
by the Payor (the “Allowable Deductions”):


 


		(a)	all
                                         smelting, minting, refining and processing costs, and treatment charges and penalties
                                         at the smelter, refinery or other processing facility including, but without being limited
                                         to, metal losses and penalties for impurities;



 


		(b)	all
                                         costs of transporting the Products from the Property to a smelter, mint, refinery or
                                         processing facility, including, without restricting the generality of the foregoing,
                                         any and all costs of insurance in respect thereto;



 


		(c)	all
                                         sampling, assaying and representation charges in connection with sampling and assaying
                                         carried out after the Products have left the Property; and



 


		(d)	taxes
                                         levied by any government on the value of Products produced or sold, but excluding income
                                         taxes if such charges are actual costs payable out of the proceeds received from a bona
                                         fide purchaser or are shown as deductions therefrom.



 






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	4.	General
    Provisions




 


	 	(a)	Arm’s
    Length Provision




 


If
smelting, refining or other processing is carried out in facilities owned or controlled by the Payor, charges, costs and
penalties for such operations, including transportation, shall mean the amount that the Payor would have incurred if such
operations were carried out at facilities not owned or controlled by the Payor then offering similar custom services for
comparable products on prevailing terms.


 


	 	(b)	Stockpiling
    and Commingling




 


The
Payor may stockpile and commingle Subject Ore, concentrates or other products mined and removed from the Property with ores, concentrates
or other products not mined from the Property; provided however, that the Payor shall calculate from representative samples the
average grade thereof and other measures as are appropriate, and shall weigh (or calculate by volume) the material before commingling.
In obtaining representative samples, calculating the average grade of the ore and average recovery percentages, the Payor may
use any procedures accepted in the mining and metallurgical industry which it believes suitable for the type of mining and processing
activity being conducted and, in the absence of fraud, its choice of such procedures shall be final and binding on the Royalty
Holder.


 


	 	(c)	Tailings
    and Waste




 


All
tailings or waste material shall be the property of the Payor and the Payor shall have no obligation to process or extract substances
therefrom. If the Payor elects to extract Mineral Content of value therefrom and utilizes or sells the same, the Royalty Holder
shall receive the royalty provided under section 2 hereof in respect of such Products. If the Payor commingles the tailings or
waste material produced from the Property with tailings and waste material not produced from the Property, the Payor shall calculate
from representative samples the average grade thereof and other measures as are appropriate, and shall weigh (or calculate by
volume) the material before commingling and the royalty payments, if any, shall be based upon the recoverable pro rata portion
of the minerals in the tailings or waste material derived from the Property. Payment of the Royalty, provisional payments, adjustments
and annual final reports will be made in accordance with Section 4(d), (e), (f) and (g). The records and provision for audit to
resolve objections will be in accordance with Section 4(k).


 


	 	(d)	Payment
    of the Royalty




 


All
royalty or provisional royalty payments will be payable on or before the 30th day following each Calendar Quarter. Each such quarterly
payment to the Royalty Holder shall be accompanied by a statement in reasonable detail showing the calculation of the payment.
Each such quarterly payment shall be subject to adjustment as provided below in the next quarterly payment or when the final report
for the year is issued as specified below.


 


	 	(e)	Provisional
    Payments




 


If
any royalty becomes due and payable to the Royalty Holder prior to the Payor’s final estimates of the total amount payable,
then the Payor shall pay the Royalty Holder a provisional royalty payment using the Payor’s then current estimates of the
amount payable for Products produced during the Calendar Quarter.


 






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	 	(f)	Adjustments




 


The
following adjustments shall be taken into account in determining the royalty or provisional royalty payments and shall be specified
in a statement which will accompany each payment:


 


		(i)	Any
                                         adjustments to charges, costs, deductions or expenses imposed upon or given to the Payor
                                         but not taken into account in determining previous royalty payments;



 


		(ii)	Any
                                         adjustments in the number of appropriate units of measurement of Products, beneficiated
                                         by the Payor, or previously credited to the Payor by a smelter, refiner or bona fide
                                         purchaser of Products shipped or sold by the Payor;



 


		(iii)	Any
                                         adjustments in Mineral Content and average percentage recovery; and



 


		(iv)	Any
                                         payments that have not otherwise been credited against previous royalty payments.



 


	 	(g)	Annual
    Final Report




 


Within
90 days after the end of each calendar year, the Payor shall deliver or cause to be delivered to the Royalty Holder a final report
for the year certified as being accurate by the Chief Financial Officer of the Payor and such other responsible officer of the
Payor showing in reasonable detail the calculation of the royalty due the Royalty Holder for the prior year and all adjustments
to the quarterly or other periodic reports and payments for the year. With such final report, the Payor shall, if applicable,
make such additional royalty payment as is required by the report. If such report indicates that the Royalty Holder has received
more than it should have been paid in respect of the royalty due to the Royalty Holder, then the excess shall be deducted from
the next payment obligation owed pursuant to the provisions of this Schedule or, in the event of a temporary or permanent cessation
of production, the Royalty Holder shall repay the excess within 15 days of the annual report.


 


	 	(h)	Assignment
    by Payor




 


Any
sale, transfer assignment or disposition of the Property or any portion thereof, as the case may be, by the Payor may be effected
only in accordance with the terms of the Agreement.


 


	 	(i)	Abandonment
    by Payor




 


Any
abandonment of the Property or any portion thereof, as the case may be, by the Payor, may be effected only in accordance with
the terms of the Agreement.


 






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	 	(j)	Assignment
    by Royalty Holder




 


Notwithstanding
anything to the contrary herein contained, if any part of the right to receive the Royalty is assigned by the Royalty Holder,
it shall be a condition of such assignment that the assignee agrees with the Payor and all other parties entitled to receive any
part of the Royalty as follows:


 


		(i)	the
                                         amount of any royalty payable hereunder shall be settled only with the Royalty Holder
                                         or an authorized nominee (herein collectively called the “Nominee”) as designated
                                         by notice to the Payor (such notice to be executed by all parties entitled to receive
                                         any part of the Royalty), and such settlement shall be final and binding upon all interested
                                         parties and the Payor shall not be required to make any accounting to any person save
                                         such Nominee;



 


		(ii)	payment
                                         of the royalty shall be made only to or to the order of the Nominee “In Trust”
                                         and such payment shall constitute a full and complete discharge to the Payor and it shall
                                         have no obligation to see to the distribution of any such payment;



 


		(iii)	the
                                         Payor may settle disputes arising hereunder with the Nominee and such settlement shall
                                         be final and binding upon all interested parties;



 


		(iv)	the
                                         Payor may rely upon any direction, advice or authorization signed by the Nominee and
                                         may act thereon as if the same was signed by all interested parties; and



 


		(v)	the
                                         Payor shall not be required to deal with any person except the Nominee. Each interested
                                         party shall exercise all of their respective rights only through the Nominee and shall
                                         require each of their respective assignees to agree in writing to be bound by the provisions
                                         hereof.



 


	 	(k)	Records
    and Provision for Audit to Resolve Objections




 


All
books and records used by the Payor to calculate the royalty due hereunder shall be kept in accordance with generally accepted
accounting principles varied only by the specific provisions hereof. The Payor shall maintain up-to-date and complete records
of the production of all Mineral Products. If treatment or smelting of Mineral Products is performed off the Property, accounts
records, statements and returns relating to such treatment and smelting arrangements shall be maintained by the Payor. The Royalty
Holder shall have the right at all reasonable times during normal business hours to inspect such accounts, records, statements
and returns and make copies thereof at its own expense for the sole purpose of verifying the amount of the royalty.


 






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All
payments of the royalty made pursuant to the final report that is to be issued within 90 days of the end of each calendar year
shall be considered final and in full satisfaction of all obligations of the Payor with respect thereto, unless the Royalty Holder
gives the Payor written notice describing and setting forth a specific objection to the calculation thereof within 90 days after
receipt by the Royalty Holder of the annual final report herein provided in Section 4(v). If the Royalty Holder objects to a particular
quarterly statement delivered hereunder, the Royalty Holder shall, for a period of 90 days after the Payor’s receipt of
notice of such objection, have the right, upon reasonable notice and at a reasonable time, to have the royalty payment in question
audited by a firm of chartered accountants acceptable to the Royalty Holder and to the Payor (and if they cannot agree on a firm,
by a firm of chartered accountants selected by the auditors of the Royalty Holder). If such audit determines that there has been
a deficiency or an excess in the payment made to the Royalty Holder such deficiency or excess shall be resolved by adjusting the
next quarterly payment due hereunder. The Royalty Holder shall pay all costs of such audit unless a deficiency of 5% or more of
the amount due for the year under audit or $30,000, whichever is greater, is determined to exist. The Payor shall pay the costs
of such audit if a deficiency of 5% or more of the amount due for the year under audit or $30,000, whichever is greater, is determined
to exist. Failure on the part of the Royalty Holder to make claim on the Payor for adjustment in such 90-day period shall establish
the correctness of the final report and preclude the filing of exceptions thereto or making of claims for adjustment thereon.


  


	 	(l)	Royalty
    Running With the Property




 


The
royalty created herein shall be a real property interest in all portions of the Property to which the royalty applies sufficient
to secure the royalty payments herein provided for; provided, however, that the Royalty Holder will execute and deliver all instruments
and assist in their recording necessary or desirable for the Payor to obtain construction and/or production financing for the
Mine and Plant processing Products and to postpone and subordinate such royalty on Products to the liens, charges and repayment
schedules required by all lenders for such construction and/or production financing of the Payor. Should repayments to any such
lenders cause any royalty payment hereunder not to be paid or to be delayed before payment, then all such unpaid or delayed payment
shall be paid out of the next available revenues from Products together with interest at the Prime Rate plus 3%.


 




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Schedule
“C”


 


This
is SCHEDULE "C" to the Option Agreement dated for reference September 14, 2012, as amended and restated on July
30, 2014 between AHL Holdings Ltd. and Golden Sands Exploration Inc., as Optionors, and Northern Minerals & Exploration Ltd.,
as Optionee


 


MATERIAL
TERMS OF THE JOINT VENTURE AGREEMENT


 


The
Joint Venture Agreement will contain the following minimum terms together with such other terms and conditions as the respective
counsel for the parties may reasonably request in order that the affairs of the Optionors and the Optionee (the "Participants")
in respect of the Property may be reasonably carried out as a joint venture operation (the “Joint Venture”):


 


		1.	On
                                         the date that the Optionee has both (a) exercised the Option (the “Exercise”)
                                         and (b) provided the Semi-Carried Financing (the “Joint Venture Commencement
                                         Date”), the Optionee will hold a 80% participating interest (“Participating
                                         Interest”) and the Optionors will hold a 20% Participating Interest in the
                                         Joint Venture.



 


		2.	The
                                         objectives of the Joint Venture will be to place the Property or some part thereof into
                                         commercial production.



 


		3.	The
                                         affairs of the Joint Venture will be governed by the direction and control of a management
                                         committee (the "Management Committee") to be composed of one representative
                                         and one alternate from each of the Participants, with decisions of the Management Committee
                                         to be determined by a majority of the percentage interests in the Property as voted by
                                         the representatives, except that if there is a deadlock, the deciding vote will be cast
                                         by the Operator.



 


		4.	Any
                                         decision to place the Property into Commercial Production is to be based on a Feasibility
                                         Report approved by the Management Committee.



 


		5.	The
                                         Optionee will initially act as the Operator of the Joint Venture, subject to the budget
                                         and programmes which when duly approved by the parties under the Joint Venture shall
                                         be an “Approved Programme and Budget” as determined by the Management
                                         Committee and will have such other powers and duties as required to carry out that function.



 


		6.	All
                                         operations under the Joint Venture will be financed by funds from a financing arranged
                                         solely by the Optionee (the “Semi-Carried Financing”) and provided
                                         to each of the Optionee and the Optionors, in proportion to their joint venture ownership
                                         of an amount sufficient to fully finance both the Optionee and the Optionors for:



 


		(a)	all
                                         costs of any bonding;



 


		(b)	all
                                         the costs involved in putting a mine into production on the Property in a method and
                                         manner in full compliance with the Feasibility Report;



 


		(c)	all
                                         of the costs associated with the continued operation of the mine; and



 


		(d)	all
                                         costs associated with the shutting down of such mine, including all environmental, reclamation
                                         and cleanup costs.



 


The
Semi-Carried Financing is to be provided at the most attractive interest rate offered by the Bank of Montreal for its most credit
worthy commercial clients. Such financing is to be repaid by the Optionors and the Optionee from the sale of ore from the Property
on the basis that 80% of all revenue of each will be paid first to repay the financing with the balance of 20%
of the revenue of each being paid to and shared between the Optionors and the Optionee in proportion with their Joint Venture
interests until such financing has been re-paid in full, following which the revenue from the mine will be shared between the
Optionors and the Optionee in proportion with their Joint Venture interests.


 






    	Page 37 of 38



    	 



    

 


	7.	The
    interests of the Participants will not be subject to a dilution clause.




 


	8.	The
    Operator will be paid a fee as follows:




 


		(a)	following
                                         formation of a Joint Venture between the Participants but prior to the Commencement of
                                         Commercial Production, 3% of all exploration expenditures except in the case of exploration
                                         expenditures under a single contract in excess of $300,000 in which case the fee will
                                         be 2% of those expenditures; and



 


		(b)	after
                                         the commencement of Commercial Production, 2% of all development and production expenditures
                                         except in the case of development and production expenditures under a single contract
                                         in excess of $100,000 in which case the fee will be 1.5% of such development and production
                                         expenditures.



 


		9.	The
                                         joint operations under the Joint Venture will commence automatically on the Joint Venture
                                         Commencement Date, whether or not a formal joint venture agreement has been entered into.
                                         The Management Committee will hold its first joint venture meeting within 60 days of
                                         the Joint Venture Commencement Date, and the parties agree to have a formal joint venture
                                         agreement finalized within 90 days of the Joint Venture Commencement Date.



 


		10.	A
                                         Participant is entitled to receive, in kind, its share of any minerals produced from
                                         a mine on the property and to separately dispose of the same in proportion to its Participating
                                         Interest, subject to paying its share of the cost of production.



 


		11.	Each
                                         Participant will have a right of first refusal for sixty days in respect of the other
                                         Participant wishing to dispose all or a part of its Participating Interest in the Joint
                                         Venture.



 


	12.	The
    proceeds available for payout from the Joint Venture will be paid as follows:




 


		(a)	80%
                                         of the proceeds will be paid to discharge the Semi-Carried Financing and the remaining
                                         20% will be paid 80% to the Optionee and 20% to the Optionors; and



 


		(b)	after
                                         the Semi-Carried Financing has been paid, 80% of the proceeds will be paid to the Optionee
                                         and 20% will be paid to the Optionors.



 


		13.	The
                                         Optionee will cause the mine to be brought into Commercial Production within two years
                                         of the Joint Venture Commencement Date and will cause that Commercial Production to continue
                                         for at least two years, failing which all of the Participating Interest of the Optionee
                                         will be transferred to the Optionors and the title to the Property and all things comprising
                                         the mine and mine operations including equipment, machinery, buildings and structures,
                                         whether chattels, realty or other, will be transferred to the Optionor USA and the Optionee
                                         will deliver to the Optionors:



 


		(a)	a
                                         Quit Claim Deed in a form reasonably acceptable to the Optionors which the Optionor USA
                                         may record against the Property; and



 


		(b)	any
                                         other document reasonably required by the Optionors to evidence the transfer of title
                                          to the Optionor USA all things comprising the Property, the mine and the mining
                                         operation.



 


 


Page 38 of 38