Share Purchase Agreement dated May1, 2023, by and between Key Mining Corp. and Gold Express Mines, Inc

Exhibit 2.3

Share Purchase Agreement between Key Metals Corp. and Gold Express
Mines, Inc. for the Purchase of Cerro Blanco Titanium, Inc.

THIS SHARE PURCHASE AGREEMENT is made on May 1, 2023 (this “Agreement”) between Gold Express Mines, Inc., a Nevada corporation with its principal place of business at 6 ½ N. 2^nd Ave. Suite 201, Walla Walla, Washington, 99362 (the “Seller”), and Key Metals Corp., a Delaware corporation (the “Buyer”), with its principal place of business at 260 Crandon Blvd. Suite 32 #81 Key Biscayne, Florida 33149.

WHEREAS Seller owns 1,000 shares of capital stock of Cerro Blanco Titanium, Inc., a Delaware corporation (the “CBT Shares”) constituting all of the issued and outstanding shares of Cerro Blanco Titanium, Inc., and thus is a wholly owned subsidiary of the Seller (the “Delaware Subsidiary”);

WHEREAS The Delaware Subsidiary owns all of the capital stock of Gold Express SpA, a Chilean corporation which owns the following assets (i) the Mineral Concessions consisting of the mineral properties listed in Appendix A attached herein and (ii) other assets consisting of physical and electronic data, the rights to the physical drill core, a buyout right on a Net Smelter Royalty, and miscellaneous geological, mining, and metallurgical reports on the subject concessions; and

WHEREAS Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, the CBT Shares, subject to the terms and conditions set forth herein;

NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

Purchase of CBT Shares. Subject to the terms and conditions set forth herein, at the Closing (as defined below), the Seller shall sell to the Buyer, and the Buyer shall purchase from the Seller, the CBT Shares, free and clear of any mortgage, pledge, lien, charge, security interest, claim, community property interest, option, equitable interest, restriction of any kind (including any restriction on use, voting, transfer, receipt of income, or exercise of any other ownership attribute), or other encumbrance (each, an “Encumbrance).

The aggregate purchase price for the Shares shall be 17.5 million shares of the common stock of (par value $0.001 per share) of the Buyer, which shall be issued to the Seller at the Closing.

The shares of common stock constituting the Purchase Price shall be valued on a per share basis and established by the value of the Buyer’s common stock as indicated by recently closed private placements of the Buyer’s shares and estimated to be $0.165 per share.

Seller and its wholly owned Delaware Subsidiary hereby covenants, represents, and warrants to the Buyer as follows:

The Buyer hereby covenants, represents and warrants to the Seller as follows:

The Appendices and other documents attached or referred to in this Agreement are an integral part of this Agreement.

Except as otherwise expressly provided herein, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors, and accountants, incurred in connection with this Agreement and any other transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred.

Upon the closing the current Officers and Directors shall resign excepting Mr. Ryan shall retain his board seat and name two new Board Members which shall be Cesar Lopez and Enrique Correa. It is expected that thereafter the newly constituted board shall appoint new management upon its first meeting.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

APPENDIX A

MINERAL CONCESSIONS