JOINT VENTURE AGREEMENT: MINING PROPERTY MONETIZATION

BETWEEN: [OWNER NAME/ENTITY] (“Owner”)

AND: [INVESTOR NAME/ENTITY] (“Investor”)

1. RECITALS

(Keep the existing data-gathering questions at the top of your working document to ensure due diligence is captured).

1. The Owner is the lawful owner of a mining property and all associated mineral rights (“Mining Property”).

2. What is the name of the Mine Owner & the name of the mine?

Answer:

3. Is there any kind of old report on this property. What is the designation of the report, Pre-feasibility, Feasibility, Technical or is it a Proven & Probable Reserve.

Answer

4. What is the size of the mine in acres or Hectares

Answer:

5. What is the In-ground Asset? If Gold and Silver, show the PPM of Each one from the Assay

Answer:

6. If there is an old report? what month and year was it written and the name of the Geologist.

Answer:

7. What is the Proven value of the NI 43-101 Report? If it does not have one I will have to upgrade it.

Answer:

8. What is the type of Geology. Alluvial or Hard Rock

Answer:

9. In the report, What is the volume of the ore, either placer or hard rock? List the tons shown in the report.

Answer:

10. What is the concentration of the asset in the ore? From the Assay’s

Answer:

11. What is the total ounces of Gold?

Answer

12. What is the total ounces of Silver?

Answer:

13. Are there any PGM’s in this report & if so what is the ounces and Value of Each?

Answer:

14. What country is the property in?

Answer:

15. Is the property owned in fee simple private property or is it claims from BLM or Forest Service?

Answer:

16. Is the author a geologist or an engineer? If geologist is he a qualified SME geologist?

Answer:

17. How much income did you show in the last 6 months?

Answer:

18. The Owner desires to enter an In-Ground Asset Funding Trade Platform (“Trade Platform”) for the purpose of monetizing the Mining Property.

19. Entry into the Trade Platform requires a National Instrument 43101 Final Geologic Report with Proven & Probable Reserves (“NI 43101 Final Report”).

20. The NI 43101 Final Report will be prepared by Dr. Abe Beagles, HG, ME, QP, through Mother Lode Mining, in collaboration with the scientists of the Lore Jane Foundation, Inc.

21. The Investor agrees to fund the cost of the NI 43101 Final Report in exchange for equity and revenue participation as defined herein.

22. The Parties desire to form a Joint Venture for the purpose of funding, obtaining, and monetizing the NI 43101 Final Report.

NOW, THEREFORE, in consideration of the mutual promises herein, the Parties agree as follows:

2. FORMATION & TERMINOLOGY

The Parties form this Joint Venture (“JV”) to fund the NI 43-101 Final Report, submit the Property to a Trade Platform, and distribute generated revenue.

3. PURPOSE OF THE JOINT VENTURE

The purpose of this JV is to:

• Commission and complete the NI 43101 Final Report

• Submit the Mining Property to the Trade Platform

• Receive revenue generated by the Trade Platform

• Distribute revenue to the Parties according to their equity percentages

The NI 43101 Final Report is the only level of NI 43101 document eligible for monetization in the Trade Platform.

4. CONTRIBUTIONS OF THE PARTIES

4.1 Owner Contributions

The Owner shall contribute:

• Legal ownership of the Mining Property

• All mineral rights associated with the property

• Access to the property for geological work

• All historical data, maps, and records

• Cooperation with due diligence requirements of the Trade Platform

4.2 Investor Contributions

The Investor shall contribute:

• One Hundred Twenty Five Thousand Dollars (USD $125,000)

• Payment made directly to Mother Lode Mining

• Funding for the full cost of the NI 43101 Final Report

Upon payment, the Investor’s equity interest becomes fully vested.

5. EQUITY INTEREST AND REVENUE SHARING

5.1 Equity Interest and Vesting In exchange for the $125,000 investment, the Investor is granted a Twenty Percent (20%) Undivided Interest in the Mining Property, all associated mineral rights, and all JV revenue.

In exchange for funding the NI 43101 Final Report, the Investor receives:

• Twenty percent (20%) ownership interest in the Mining Property

• Fully vested upon payment of the $125,000

• The Owner retains eighty percent (80%) ownership.

5.2 Security of Position (Investor Protections) To secure the Investor’s 20% interest and the repayment of the Investment in the event of Default, the Owner agrees to the following:

• Memorandum of Agreement: Simultaneously with the Effective Date, the Parties shall execute and record a Memorandum of Joint Venture in the county/parish where the Property is located to put all third parties on notice of Investor’s interest.

• Deed of Trust/Lien: The Owner shall grant the Investor a Short-Form Deed of Trust or Equitable Lien against the Property title in the amount of $144,000 (Principal + 15% penalty) to secure the funding. This lien shall be released only upon (a) Investor receiving their first $144,000 in Trade Revenue or (b) the successful recording of the Investor’s 20% deeded interest.

• Title Insurance: Owner warrants the Property is free of undisclosed liens. Any existing debt must be subordinated to this JV Agreement.

6. MANAGEMENT, MUTUAL CONTROL & RIGHTS

6.1 Mutual Management and Control Notwithstanding any prior drafts, the JV shall be managed mutually.

• Major Decisions: The following "Major Decisions" require the unanimous written consent of both Owner and Investor:

1. Selection or change of the Geologist/Technical Firm.

2. Approval of the final NI 43-101 Report for submission.

3. Selection of the Trade Platform, Trader, or Paymaster.

4. Any sale, lease, or further encumbrance of the Mining Property.

• Operational Control: Owner manages day-to-day site access; Investor manages the financial auditing of the JV.

6.2 Enhanced Investor Rights The Investor shall have the following irrevocable rights:

• Right of Audit: Full access to all books, records, and communications with the Trader, Mother Lode Mining, and the Lore Jane Foundation.

• Direct Paymaster Instruction: The Paymaster shall be issued Irrevocable Fee Protections and Pay Orders (IFPPO) signed by both parties, mandating that 20% of all gross payouts be wired directly to the Investor’s designated account.

• Step-In Rights: If the Owner becomes incapacitated or fails to perform a "Major Decision" task within 10 business days, the Investor has the right (but not the obligation) to assume temporary sole management to move the NI 43-101 or Trade Platform process forward.

• Veto Power: Investor has the right to veto any Trade Platform terms that do not provide for "Bank-to-Bank" transparency or that require the transfer of Property Title away from the JV.

7. POST–NI 43101 AND TRADE PLATFORM PROCESS

7.1 Completion of NI 43101

Once the NI 43101 Final Report is completed, it is submitted to the Trade Platform.

7.2 No Transfer of Ownership

Submission to the Trade Platform does not transfer ownership of the Mining Property.

7.3 Trade Platform Due Diligence

The Trade Platform will verify:

• Ownership

• Claim status

• Background checks on all owners

• Validity of the NI 43101 Final Report

7.4 Timeline

• 45–60 days for Trade Platform processing

• 30 days after placement for first payout

7.5 Revenue Distribution

The Paymaster distributes revenue directly to the Parties according to their equity percentages.

7.6 Final Accounting

At the end of the Trade Program, the Investor receives a full accounting of all payouts.

8. OWNER DISQUALIFICATION & RECOURSE

8.1 Disqualification and Default If the Owner is disqualified from the Trade Platform due tocriminal history, IRS/SEC violations, or fraud (as outlined in Recitals), the following "Bad Actor"provisions apply:

• Full Ownership of Work Product: Investor or assigns assumes 100% ownership of the NI 43-101 Report.

• Liquidated Damages: The $125,000 investment shall be treated as a Demand Note bearing 18% interest, secured by the Deed of Trust mentioned in Section 5.2.

• Power of Attorney: Owner hereby grants Investor a Limited Power of Attorney to execute any documents necessary to protect the Investor's interest in the Property or the Report in the event of an Owner Default.

8.2 Reserve Value and Minimum Thresholds

The Parties acknowledge that the NI 43-101 Final Report is a professional geological assessment and its final valuation cannot be guaranteed. However, the following protections apply to the Investor:

• A. Threshold for Trade Eligibility: If the NI 43-101 Final Report indicates "Proven & Probable" reserves with a gross valuation of less than $1,000,000,000 (One Billion USD), the Investor shall have the unilateral right (but not the obligation) to:

1. Request an immediate audit of the geological data by a secondary Qualified Person (QP).

2. Direct the JV to seek an alternative Trade Platform or monetization strategy (e.g., equipment financing or bridge loans) using the existing report.

3. Dissolve the JV, in which case the Investor retains a 100% ownership interestin the NI 43-101 Final Report and a permanent 5% Gross Overriding Royalty (GOR) on any future production from the Mining Property as compensation for the funding provided.

• B. Mutual Dissolution: If the report shows the property is not commercially viable for the Trade Platform or mining operations, the JV may be dissolved by mutual written agreement.

• C. Liquidation Preference: In the event of dissolution under this section, the Investor shall be entitled to a "Return of Capital" priority. If the Mining Property or the NI 43-101 Report is subsequently sold or used by the Owner in any future venture, the first $125,000 of any proceeds must be paid directly to the Investor before the Owner receives any distribution.

8.3 Failure of Trade Platform

If the Trade Platform fails to produce revenue:

• The Parties shall meet and determine next steps

• Options include: alternate platform, dissolution, or renegotiation

9. CONFIDENTIALITY AND NONCIRCUMVENTION

(As previously drafted — full NDA + NCND language included here.)

10. GOVERNING LAW AND JURISDICTION

This Agreement is governed by the laws of the State in which the Mining Property is located.

Jurisdiction and venue lie exclusively in that State.

11. EXIT OR CONTINUATION

11.1 Investor Exit Upon completion of the Trade Program, Investor may exit. If Investor exits, Owner has a Right of First Refusal to buy out the Investor’s 20% interest at a fair market value determined by an independent appraiser.

11.2 Investor Continuation (Mine Development) If Investor remains, the 20% interest is a permanent "Carried Interest" or "Working Interest." All future costs for extraction, equipment, and labor shall be shared 80/20. All net profits from ore production shall be shared 80/20.

12. MISCELLANEOUS

• Amendments must be in writing

• Notices must be delivered in writing

• This Agreement binds successors and assigns

• Invalid provisions do not affect the remainder

SIGNATURES

MINE OWNER By:

Name:

Title:

Date:

INVESTOR By:

Name:

Title:

Date:

If you are ready to proceed, please fill out the form above and include the answers to questions 2 through 17 in your message.