SHAREHOLDER AGREEMENT

Canund Gold CORP. SHAREHOLDER AGREEMENT

BACKGROUND:
A. The Corporation is incorporated in the Province of Saskatchewan under the Business
Corporations Act (the “Act”).
B. The Act permits the Shareholders to enter into a shareholder agreement in writing to restrict
the powers of the directors of the Corporation to manage the business and affairs of the
Corporation and to confer certain of the powers normally possessed by the directors of the
Corporation on the Shareholders.
C. The Shareholders have decided to enter into this agreement (the “Agreement”) to govern their
respective interests, obligations, liabilities, ownership and rights in the Corporation and to
provide for the better government of the Corporation.
D. All of the Shareholders have executed this Agreement.
E. The Corporation has executed this Agreement for the purpose of acknowledging notice of this
Agreement and, where necessary, for the purpose of agreeing to give effect to the terms of this
Agreement.
IN CONSIDERATION OF the premises and mutual covenants and agreements in this Agreement, the
sufficiency of which is hereby acknowledged, the parties agree as follows:
Interpretation


1.In this Agreement
a. “Articles” means the Corporation’s Articles of Incorporation or Articles of Amalgamation, as the
case may be;
b. “Board” means the board of directors of the Corporation;
c. “Business Day” means a day other than a Saturday or Sunday or statutory holiday;
d. “By-laws” means the by-laws of the Corporation as of the date of this Agreement and as may be
amended from time to time;
e. “Fair Market Value” means the fair market value as determined by this Agreement;
f. “Financial Statements” means the financial statements of the Corporation, prepared in
accordance with generally accepted accounting principles;
g. “Party” or “Parties” means all of the Shareholders and the Corporation;
h. “Share” or “Shares” refers to a share or shares in the capital of the Corporation;
i. “Shareholder” means any one of the Shareholders who is or later becomes a Shareholder in the
Corporation;
i. “Shareholders” mean any two or more of the Shareholders who are or later become
Shareholders in the Corporation.

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Shareholder Agreement

  1. This Agreement restricts the Board’s power to manage and supervise the Corporation to the extent
    necessary to effect the Shareholders objectives as such objectives are set out in this Agreement and
    transfers such powers to the Shareholders. The Shareholders acknowledge that to the extent the
    Board’s powers are restricted and transferred to the Shareholders, the obligations and liabilities of the
    Board, and the individual directors thereon, are also transferred to the Shareholders.
    By-laws and Articles
  2. The By-laws will be read as being subject to the provisions of this Agreement. The By-laws will not be
    amended or repealed except by written Agreement of all of the Shareholders.
  3. The Articles will be read as being subject to the provisions of this Agreement. The Articles will not be
    amended or repealed except by written Agreement of all of the Shareholders.
    Warranties
  4. The Corporation warrants that it has the necessary corporate power and authority to enter into this
    Agreement and to perform its obligations under this Agreement.
  5. Each Shareholder warrants that he or she is not prevented by reason of law or any other contractual
    agreement from entering into this Agreement.
    7 .Each corporate Shareholder warrants that it has the necessary corporate power and authority to
    enter into this Agreement and to perform its obligations hereunder.
    Management of the Corporation
  6. In the event of a vacancy on the Board, the Shareholders agree to exercise, as soon as practicable, any
    and all voting rights attached to all Shares owned by them to elect the following individuals, who are
    listed in order of preference, as directors of the Corporation unless the person that the Shareholders
    have agreed to elect is unable or unwilling to act as a director:
    a. Bryan Boucher
  7. The Corporation will not make capital expenditures in excess of $1,000,000,000.00 without the prior
    written notification to the Shareholders.
  8. The Corporation will not mortgage, charge, grant a security interest in or otherwise encumber the
    Corporation’s assets, except for purchase money security interests incurred in the ordinary course of
    business, without the prior written approval of all of the Shareholders.

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  1. The Corporation will not purchase, redeem or acquire any Shares from any Shareholder except as
    provided in this Agreement and except in compliance with corporate solvency provisions and capital
    requirements of the Act.
  2. The Corporation will not purchase any of its own Shares if the Corporation is, or after payment for
    the Shares would be, unable to pay its liabilities as they become due or if the realizable value of the
    Corporation’s assets would be less than the aggregate of its liabilities and stated capital for all classes of
    Shares.
  3. If the Corporation does purchase any of its own Shares, the Corporation will notify all Shareholders
    of the number of Shares purchased, the name or names of the Shareholder or Shareholders from whom
    it has purchased the Shares, the price paid for the Shares, whether cash or otherwise, and the balance, if
    any, remaining to be paid to the Shareholder or Shareholders from whom Shares were purchased.
  4. The Corporation will not issue any Shares after the date of this Agreement unless issued in
    accordance with this Agreement or with the prior written approval of the majority of the Shareholders
    by vote.
    Restrictions on Transfer or other Disposal of Interest
  5. Shareholders will not and will not agree to directly or indirectly sell, assign, transfer, give, pledge,
    hypothecate or otherwise dispose of or in any other way encumber any Share or any interest in any
    Share and will not create any security interest in or grant any option with respect to any Share or any
    interest in any Share, except in accordance with the express provisions of this Agreement and with the
    prior written notification and approval of the majority of the Shareholders by vote.
    Death or Incapacity of Shareholder
  6. If a Shareholder dies or becomes incapable (the “Incapacitated Shareholder”) of performing duties
    that the Shareholder is required to perform as a director or officer or as otherwise imposed by this
    Agreement by reason of sickness, injury, mental or physical incapacity (“Incapacity”) and it appears as
    though the Incapacitated Shareholder will not recover so as to be able to perform those duties within 90
    days of the Incapacity:
    a. The other Shareholders may purchase all of the Incapacitated Shareholder’s Shares at Fair
    Market Value by delivering notice within 6 months of the Incapacity to the Incapacitated
    Shareholder, any guardian or trustee appointed to care for the Incapacitated Shareholder’s
    Financial affairs, or the Incapacitated Shareholder’s estate, as appropriate in the circumstances. If there
    is more than one other Shareholder purchasing the Incapacitated Shareholder’s Shares, each
    Shareholder will, subject to the prior written agreement of the other purchasing Shareholders, purchase
    an equal amount of the Incapacitated Shareholder’s Shares. Each Shareholder may obtain insurance on
    the life of any other Shareholder in an amount not exceeding the estimated Fair Market Value of that
    Shareholder’s Shares. The proceeds from any such life insurance will be used for the sole purpose of
    purchasing a deceased Shareholder’s Shares.

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b. If the other Shareholders do not purchase the Incapacitated Shareholder’s Shares, the Shares
may be bequeathed, sold, given or transferred to any person, as appropriate in the
circumstances, provided that such person agrees to become and does become a party to this
Agreement.
Dispute Resolution

  1. In the event a dispute arises between two or more Shareholders, the Shareholders will attempt to
    resolve the dispute through friendly consultation. If the dispute is not resolved within a reasonable
    period, then any or all outstanding issues may be submitted to mediation in accordance with any
    statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is
    unavailable, any outstanding issues will be submitted to final and binding arbitration in accordance with
    the laws of the Province of Saskatchewan.The arbitrator’s award will be final, and judgment may be
    entered upon it by any court having jurisdiction within the Province of Saskatchewan.
  2. The dispute resolution process may be commenced by any of the Shareholders by the delivery of
    written notice (the “Notice of Dispute”) to all other Shareholders. The notice will specify the dispute to
    be arbitrated, the issues of fact and law to be determined and the proposed arbitrator.
  3. Any Shareholder may object to a proposed mediator and propose an alternate by delivering a
    written notice of objection to all other Shareholders within 15 Business Days of receiving the Notice of
    Dispute. All of the proposed mediators will jointly appoint a mediator. If the proposed mediators are
    unable to agree upon a mediator, any party to the dispute may apply to the Court for the appointment
    of a mediator.
  4. Any Shareholder may object to a proposed arbitrator and propose an alternate by delivering a
    written notice of objection to all other Shareholders within 15 Business Days of receiving the Notice of
    Dispute. All of the proposed arbitrators will jointly appoint an arbitrator. If the
    proposed arbitrators are unable to agree upon an arbitrator, any party to the dispute may apply to the
    Court for the appointment of an arbitrator.
  5. If no Shareholder objects by written notice to the proposed mediator or arbitrator within 15
    Business Days of receiving the Notice of Dispute, the proposed mediator or arbitrator will be presumed
    acceptable.
  6. Every mediator and arbitrator, and all proposed mediators and arbitrators will be at arm’s-length
    from every Party to this Agreement and will not have any interest in the dispute.
  7. The mediator or arbitrator will, subject to applicable legislation, determine the procedure for
    hearing the dispute but will give written reasons for material findings of fact and a written decision.
  8. The mediator or arbitrator will determine the liability among the parties to the dispute for the cost
    of the dispute resolution process and for the payment of the mediator or arbitrator.

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Right of First Refusal

  1. Shareholders are prohibited from selling, transferring or otherwise disposing of their Shares or any
    interest in their Shares unless:
    a. the Shares are first offered at not more than Fair Market Value to the Shareholders of the class
    of Share being sold on a pro rata basis (“Offer One”); and
    b. the Shares remaining after Offer One are offered to all other Shareholders on an equal basis
    (“Offer Two”) for not less than the price specified in Offer One and on terms not more
    favourable than those in Offer One.
  2. The Shares remaining after Offer Two may be offered to any person or entity (the “Third Party
    Offer”) for a period of 180 days from the date on which Offer Two was made for not less than the price
    specified in Offer Two and on terms not more favourable than those in Offer One.
  3. Offer One, Offer Two and the Third Party Offer (collectively and individually the “Offer”) will be in
    writing and will specify:
    a. the price at which the Shares are offered;
    b. the date by which time the Offer must be accepted, which will be not less than 10 Business Days
    from the date on which the Offer is made;
    c. the terms of the Offer; and
    d. the closing date for the sale of the Shares, which will be between 30 and 90 Business Days from
    the date on which the Offer is accepted.
  4. Any Offer not accepted within the time period specified for accepting the Offer will be deemed to be
    declined.
  5. If a transaction involving the sale of Shares to a person, firm, partnership, association, or other entity
    that was not previously a Shareholder of the Corporation (a “Third Party”) will result in the Third Party
    acquiring 50% or more of the Shares in the Corporation, the selling Shareholder or Shareholders
    (“Selling Shareholder”) will not be entitled to sell the Shares unless the Third Party offers the following
    options to each remaining Shareholder (“Remaining Shareholder”):
    a. The Third Party will offer to purchase any Remaining Shareholder’s Shares. This offer will remain
    open for a period of 90 days from the date on which the Third Party first acquires Shares in the
    Corporation.
    b. If the Remaining Shareholder is selling Shares of the same class and series as the Shares
    purchased by the Third Party, the price will be the same.
    c. If the Remaining Shareholder is selling Shares of a class or series other than the Shares
    purchased by the Third Party, the price will be the Fair Market Value of the Shares. If the Fair
    Market Value of the Shares is unknown, the Third Party will bear the cost of determining the Fair
    Market Value of the Shares

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d. The Third Party will purchase the Remaining Shareholder’s Shares on terms that are
substantially similar to and not less favourable to the Remaining Shareholder than those in the
transaction between the Selling Shareholder and the Third Party.
Valuation

  1. The Fair Market Value of the Shares will be determined as follows:
    a. The Shareholder or Shareholders desiring the valuation will give written notice to all other
    Shareholders that a valuation is required (the “Valuation Notice”).
    b. The Valuation Notice will specify the reason for the valuation and will name three (3) or persons
    that specialize in and have substantial experience in business valuation that are at arm’s-length
    from all Parties (the “Potential Valuators”).
    c. The Shareholders receiving the Valuation Notice will select one of the Potential Valuator’s to act
    as the valuator (the “Valuator”).
    d. The Valuator will value the Shares in accordance with generally accepted accounting principles
    in the jurisdiction in which the Corporation is incorporated or continued.
    e. The Shareholder requiring the valuation will pay the cost of the valuation.
    Dividends
  2. Subject to corporate law solvency requirements and to the extent permitted by law and after
    payment of any shareholder loans and after establishing sufficient reserves for the normal operation of
    the Corporation’s business activities and debt serving requirements, 4.9% of the Corporation’s profits
    will be distributed by way of dividend. Dividends will be distributed annually.
  3. The dividend will be 4,9% of net profit.
  4. The percentage rate of the dividend may be amended at the annual meeting by Shareholder vote
    based on a percentage of net profit.
    Conflict of Opportunities and Non-Competition
  5. Each Shareholder agrees that any business opportunity that comes to the attention of the
    Shareholder while the Shareholder is a Shareholder, director, officer or employee of the Corporation
    and that is similar to or that relates to the current or anticipated business opportunities of the
    Corporation or that arises out the Shareholder’s connection with the Corporation, belongs to the
    Corporation.

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  1. Each Shareholder agrees that while a Shareholder, director, officer or employee of the Corporation
    and for a period of 3 years after ceasing to be a Shareholder, director, officer or employee of the
    Corporation, the Shareholder will not, solely or jointly with others:
    a. undertake, plan, organize or be involved in any way with any business or any business activity
    that competes with the current or anticipated business of the Corporation in the geographic
    area in which the Corporation carries on its usual business; or
    b. divert or attempt to divert from the Corporation any business the Corporation enjoyed,
    solicited, or attempted to solicit from its customers, prior to the Shareholder ceasing to be a
    Shareholder.
  2. Each Shareholder agrees that for so long as the Shareholder is a Shareholder, director, officer or
    employee of the Corporation, the Shareholder will not engage or participate in any other business
    activities that conflict with the best interests of the Corporation.
    Non-Solicitation
  3. Each Shareholder agrees that while a Shareholder, director, officer or employee of the Corporation
    and for a period of 3 years after ceasing to be a Shareholder, director, officer or employee of the
    Corporation, the Shareholder will not in any way, directly or indirectly, induce any Shareholder, director,
    officer or employee of the Corporation to leave their position with the Corporation or to compete in any
    way with the Corporation and will not interfere with the Corporation’s relationship with its other
    Shareholders, directors, officers or employees. Such enticement or interference would be harmful and
    damaging to the Shareholders and to the Corporation.
    Notice of this Agreement on Share Certificates
  4. Any and all share certificates issued by the Corporation will have subscribed on them the following
    notice, or a notice in substantially the following form: The shares represented by this certificate are
    subject to the provisions of a Shareholder Agreement, which restricts the right to sell, transfer or
    encumber any share in the Corporation, including the shares represented by this certificate. Notice of
    the said agreement is hereby given. A copy of the said agreement may be obtained by sending a written
    request to the Board of Directors for the Corporation.
    Effective Date and Term
  5. This Agreement will come into effect on the 13th day of April, 2020.
  6. This Agreement will remain in effect until the earliest of:
    a. the date specified in a written agreement, signed by all of the Shareholders, terminating this
    Agreement; or
    b. the bankruptcy, winding-up or dissolution of the Corporation.

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Address for Notice

  1. Service of all notices under this Agreement will be sufficient if delivered personally or mailed
    certified, return receipt requested, postage prepaid, to the following addresses: London Burke Inc. 23
    Bedford Road, Toronto , Ontario M5R 2J9

Canund Gold Corp P.O.Box 157, Lanigan, Sakatchewan,S0K 2M0

  1. Any Shareholder may, on written notice to all other Shareholders and the Corporation, change the
    Shareholder’s address for notice under this Agreement. If the Corporation’s registered address changes,
    the Corporation may, on written notice to all Shareholders, change its address for notice under this
    Agreement.
    Severability
  2. If there is a conflict between any provision of this Agreement and its governing legislation (the
    “Legislation”), the Legislation will prevail and this Agreement will be amended in order to comply with
    the Legislation. Further, any provisions required by the Legislation are incorporated into this Agreement.
  3. If there is a conflict between any provision of this Agreement and any form of Agreement prescribed
    by the Legislation, that prescribed form will prevail and such provisions of the Agreement will be
    amended or deleted as necessary in order to comply with that prescribed form. Further, any provisions
    that are required by that prescribed form are incorporated into this Agreement.
  4. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in
    whole or in part, those provisions to the extent enforceable and all other provisions shall nevertheless
    continue to be valid and enforceable as though the invalid or unenforceable parts had not been included
    in this Agreement and the remaining provisions had been executed by the Parties subsequent to the
    expungement of the invalid provision.
    General Provisions
  5. This Agreement will not be amended or modified except by the written agreement of all the
    Shareholders. All Shareholders, without the consent of the Corporation, may modify, amend or rescind
    this Agreement.
  6. This Agreement constitutes the entire agreement between the Parties and supersedes any previous
    agreement or representation with respect to the matters set forth in this Agreement, and there are no
    conditions, warranties, representations, agreements, express or implied, relating to such matters.
  7. This Agreement will be construed in accordance with and governed by the laws of the Province of
    Saskatchewan.

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  1. Headings are inserted for the convenience of the Parties and for the purpose of interpreting this
    Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine
    mean and include the feminine and vice versa. Words in the neuter mean and include the masculine and
    feminine and vice versa.
  2. This Agreement will inure to the benefit of and be binding upon the respective heirs, executors,
    administrators, successors and assigns, as the case may be, of the Parties.
  3. This Agreement may be executed in counterparts. Facsimile signatures are binding and are
    considered to be original signatures.
  4. Time is of the essence in this Agreement.
  5. The Parties will do all acts and things and execute all documents that are reasonably necessary or
    advantageous to enforce this Agreement according to its tenor and intent and each Party will bear that
    Party’s own expenses in connection with the same.
  6. All dollar amounts in this Agreement refer to Canadian dollars, and all payments required to be paid
    under this Agreement will be paid in Canadian dollars unless the Parties agree otherwise.
  7. No Party will be liable in damages or have the right to terminate this Agreement for any delay or
    default in performance if such delay or default is caused by conditions beyond that Party’s control
    including, but not limited to acts of God or government restrictions, wars, insurrections, natural
    disasters, such as earthquakes, hurricanes or floods and/or any other cause beyond the reasonable
    control of the Party whose performance is affected.
    By purchasing share in Canund Social Network INC. The shareholder agrees to the terms above.
    Canund Gold CORP. SHAREHOLDER AGREEMENT Page 9 of 9

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