Stock Purchase Agreement

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITY. THE SHARES BEING SOLD HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. THE SALE PRICE WAS DETERMINED ARBITRARILY BY THE SELLERS AND BEARS NO RELATIONSHIP TO THE ASSETS, EARNINGS, BOOK VALUE, CURRENT OR FUTURE TRADING PRICE OF THE SHARES, OR ANY OTHER CRITERIA.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE SECURITIES ACT. UPON ANY SALE, SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

STOCK PURCHASE AGREEMENT

            THIS STOCK PURCHASE AGREEMENT is made and entered into this 29^th day of August, 2017 by and among CONTACT MINERALS CORP., a Nevada corporation (the "Company"), Kerry J. McCullagh (the "Seller"), and the purchasers set forth on Exhibit A, attached hereto and incorporated herein (each, a "Purchaser", and collectively, the “Purchasers”).

            NOW THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.        Purchase and Sale. The Company and the Seller hereby agrees to issue and sell to the Purchasers (as applicable), and the Purchasers, in reliance on the representations and warranties contained herein, and subject to the terms and conditions of this Agreement, agree to receive and purchase from the Company and the Seller the following:

The Seller Shares shall be transferred to the Purchasers for a purchase price equal to Eighty-Five-Thousand Dollars ($50,000) (“Seller Shares Purchase Price”), payable in immediately available funds in United States currency. The Issued Shares shall be issued to the Purchasers for a purchase price equal to Two Hundred Forty-Six Thousand Five Hundred Dollars ($300,000) (the “Issued Shares Purchase Price,” and together with the Seller Shares Purchase Price, the “Aggregate Purchase Price”) payable in immediately available funds in United States currency. The Seller Shares and Issued Shares (collectively, the “Securities”) shall be delivered to the Purchasers in the amounts as set forth on Exhibit A. The Company, Purchasers and Seller acknowledge and accept that the trading price of the Securities may decrease or increase subsequent to the sale of the Securities. The Company, Purchaser and Sellers waive claims to any losses as a result of the sale of the Securities.

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2.        Payment of Aggregate Purchase Price. The parties acknowledge and agree that the Company is indebted to the Seller in the aggregate amount that exceed of $265,000 (the “Seller Indebtedness”). The Seller and the Company agree and acknowledge that the Issued Shares Purchase Price shall be paid directly to the Seller in settlement of the Seller Indebtedness and in settlement of any and all claims against the Company by the Seller. Such payment shall be deemed paid in full without the requirement of any further action by the Purchaser or the Company. The Aggregate Purchase Price shall be disbursed directly to the Seller or to such individuals designated by the Seller, which may be amended from time to time by the Seller in a written communication delivered to the Escrow Agent (as hereinafter defined.

3.        Closing. The Closing of the purchase and sale of the Securities shall occur upon the satisfaction or waiver of all conditions set forth below, but no later than 5 PM EST September 5, 2017, or such other date as may be determined by the parties.

            3.1.        Condition Precedent. As a condition precedent to the obligations of the Purchasers to purchase the Securities, the Purchasers shall have conducted a due diligence review of the Company and its books and records to its full satisfaction.

            3.2.        Sellers/Company Deliverables: Unless waived in writing by Purchasers, the Seller and the Company shall:

                   3.2.1. Ten calendar days prior to the Closing, cause the Company to file and mail to each of the Company stockholders an information statement required by Rule 14f-1 promulgated under the Exchange Act of 1934, as amended (as hereinafter defined);

                   3.2.2. Prior to the Closing:

                   3.2.2.1. Cause the Company to timely file a Current Report on Form 8-K disclosing the entry by the Seller of this Agreement;

                   3.2.2.2. Deliver to the Escrow Agent the Company books and records, unless otherwise agreed to in writing by the parties;

                   3.2.2.3. All management accounts and other records desirable and necessary for Purchasers to prepare and file the Company’s annual report for the fiscal year ended July 31, 2017, on Form 10-K with the Securities and Exchange Commission;

                   3.2.2.4. Written confirmation of (i) payment in full of all loans and payables of the Company, including without limitation, those made by affiliates of the Company; and (ii) termination of all office leases;       

                   3.2.2.5. Signed resignation letters of all existing officers and directors of the Company;

                   3.2.2.6. Executed Board consents appointing designees of the Purchasers as directors and officers of the Company;

                   3.2.2.7. All Edgar and other codes of the Company necessary to make filings with the Securities and Exchange Commission;

                   3.2.2.8. Contact information of all service providers of the Company necessary or desirable to comply with SEC rules and regulations and to maintain listing on the over the counter bulletin board, which shall include without limitation, independent auditors, legal counsel, transfer agent, registered agent, market maker and edgarizer;

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                   3.2.2.9. Written confirmation from the Company’s stock transfer agent that it has received all documentation necessary to effectuate the transfer of stock certificates representing the Securities to the Purchasers, including the issuance of stock certificates representing the Securities to the Purchasers.

            3.3.        Purchaser Deliverables: On or prior to the Closing, the Purchasers shall deliver: (i) the Aggregate Purchase Price to the Escrow Agent; and (ii) upon the satisfaction of the terms set forth in Section 2.2 hereof as determined by Purchasers in their discretion, written acknowledgement that Purchasers are satisfied with the results of their due diligence review of the Company and its books and records.

4.        Resignation of Old and Appointment of New Board of Directors and Officers. The Company and the Seller shall take such corporate action(s) and make such SEC filings on Schedule 14F-1 in compliance with the Exchange Act Rules and as otherwise required by the Company Articles of Incorporation and/or Bylaws to duly (a) appoint the below named persons to their respective positions, to be effective as of the Closing Date, and (b) obtain and submit to the Purchasers, together with all required corporate action(s) the resignation of all members of the board of directors, and any and all corporate officers as of the Closing Date, all of which actions shall be certified and delivered to the Purchasers as effective at Closing by the Seller in such form and substance satisfactory to the Purchasers. Following the execution of this Agreement and through the date of effectiveness of such resignations, no other officers or directors shall be appointed or elected to serve the Company except as otherwise expressly provided herein.

5.        Representations and Warranties of Seller. Each of the Company and the Seller hereby severally represents and warrants to each of the following as of the date hereof and the Closing Date:

            5.1.        Corporate Existence and Power. The Company is a corporation duly organized and validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation. The Company has the requisite corporate power and authority to carry on its business as presently conducted and as currently proposed to be conducted, to own and operate its properties and assets, to execute and deliver this Agreement, and to carry out the provisions of this Agreement. The Company is duly qualified to do business and is in good standing as a foreign company in all jurisdictions in which the nature of its activities and of its properties makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

            5.2.        Subsidiaries. The Company does not own or control any equity security or other interest of any other corporation, partnership, limited liability company or other business entity. The Company is not a participant in any joint venture, partnership, limited liability company or similar arrangement. Since its inception, the Company has not consolidated or merged with, acquired all or substantially all of the assets of, or acquired the equity securities of or any interest in any corporation, partnership, limited liability company or other business entity.

            5.3.        Authorization; No Contravention. The execution, delivery and performance by Seller of this Agreement and the transactions contemplated hereby (a) have been duly authorized by all necessary action of the Seller and the Company, (b) do not violate, conflict with or result in any breach or default of (or with due notice or lapse of time or both would result in any breach, default or contravention of), or the creation of any lien under, any contractual obligation of the Seller or the Company or any requirement of law applicable to the Company, and (d) do not violate any judgment, injunction, writ, award, decree or order (collectively, "Orders") of any governmental authority against, or binding upon, the Company. There are no actions, subpoenas, suits, proceedings, claims, complaints, disputes, arbitrations or investigations (collectively, "Claims") pending, initiated, or, to the knowledge of the Sellers, threatened, at law, in equity, in arbitration or before any governmental authority against the Company.

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            5.4.        Governmental Authorization; Third Party Consents. No consent, approval, authorization, order, registration or qualification (each, an "Authorization") of or with any governmental authority or any other person is required for the execution, delivery or performance (including, without limitation, the sale of the Securities) by, or enforcement against, the Company of this Agreement or the consummation by the Company of the transactions contemplated by this Agreement, except (i) such Authorizations as have already been obtained or (ii) as otherwise provided in this Agreement.

            5.5.        Capitalization.

                          5.5.1.        The Company's authorized capital stock consists solely of 300,000,000 shares of common stock, of which 16,530,000 shares are issued and outstanding, and 15,000,000 authorized shares of preferred stock, of which no shares are issued and outstanding. All shares of Company stock are owned of record and beneficially by the shareholders in the amounts set forth in the Shareholder’s list attached hereto as Exhibit B. There are no outstanding dividends, whether current or accumulated, due or payable on any of the capital stock of the Company.

                          5.5.2.        Seller is the legal owner, and has good and marketable title (beneficially and of record) to all of the Seller Shares. The Securities, when issued to the Purchasers pursuant to this Agreement, will: (i) be duly authorized, validly issued, and outstanding; (ii) be fully paid, non-assessable, and free of preemptive rights; (iii) be free and clear of any and all pledges, claims, charges, liens, security interests, encumbrances, or other interests of third parties of any nature whatsoever; and (iv) constitute Ninety Percent (90%) of the issued and outstanding securities of the Company on a fully diluted basis. (i) There are no outstanding options, warrants, rights, commitments, or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class of the Company; (ii) there are no voting trusts, voting agreements, proxies, or other agreements, instruments, or undertakings with respect to the voting of any Company securities to which the Company or any of its shareholders is a party; and (iii) there are no restrictions on transfer of any Company securities except for restrictions imposed by applicable laws or by the express terms of this Agreement. There are no contracts, commitments, understandings or arrangement by which the Company is bound to issue additional registered capital, share capital or other securities.

            5.6.        Agreements. Except for this Agreement and the Escrow Agreement (as hereinafter defined), there are no agreements, understandings, instruments, contracts or proposed transactions, or judgments, orders, writs or decrees, to which the Company is a party or by which it is bound. The Company is not a guarantor or indemnitor of any indebtedness of any other person, party or entity. The Company has not declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its equity securities.

            5.7.        Absence of Undisclosed Liabilities. As of the dates of the Company's financial statements, the Company had no liabilities, either accrued or contingent, of a nature required to be reflected in the financial statements in accordance with generally accepted accounting principles, and whether due or to become due, which individually or in the aggregate are reasonably likely to have an adverse effect on the Company.

            5.8.        Absence of All Liabilities.

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                   5.8.1.        The Company has no liabilities, either accrued or contingent, whether or not of a nature required to be reflected in the financial statements in accordance with generally accepted accounting principles, and whether due or to become due. Except for the Seller Indebtedness which will be paid in full at Closing, the Company has fully paid all debtors, vendors and service providers for all obligations that have become due and payable as of the Closing Date.

                   5.8.2.        There are no lawsuits, actions or administrative, arbitration or other proceedings or governmental investigations ongoing, pending or threatened against or relating to the Company, Seller or the Company's properties or business. The Company has not entered into or been subject to any consent decree, compliance order, or administrative order with respect to any property owned, operated, leased, or used by the Company. The Company has not received any request for information, notice, demand letter, administrative inquiry, or formal or informal complaint or claim with respect to any property owned, operated, leased, or used by the Company or any facilities or operations thereon.

                   5.8.3.        The Company has filed all tax returns required to have been filed. All such tax returns were correct and complete in all material respects. All taxes owed by the Company (whether or not shown on any tax return) have been paid. The Company currently is not the beneficiary of any extension of time within which to file any tax return. To the Company's knowledge, no claim has ever been made by an authority in a jurisdiction where the Company does not file tax returns that it is or may be subject to taxation by that jurisdiction. There are no actual, pending or, to the Company's knowledge, threatened liens, encumbrances, or charges against any of the assets of the Company arising in connection with any failure (or alleged failure) to pay any tax. The Company has withheld and paid all taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder, or other third party. To the Company's knowledge, there is no dispute or claim concerning any tax liability of the Company either claimed or raised by any authority in writing. The Company has not waived any statute of limitations in respect of taxes or agreed to any extension of time with respect to a tax assessment or deficiency.

            5.9.        Financial Statements. The Company's financial statements fairly present the financial condition of the Company at the dates of said statements and the results of its operations for the periods covered thereby and will be prepared in accordance with generally accepted accounting principles and practices consistently applied and consistent with the books and records of the Company.

            5.10.      Binding Effect. This Agreement has been duly executed and delivered by the Seller and the Company, and constitutes the legal, valid and binding obligation of the Purchasers, Seller and the Company, enforceable against the Seller and the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity.

            5.11.      Private Offering. No registration of the Securities, pursuant to the provisions of the Securities Act of 1933, as amended, or any state securities or "blue sky" laws, will be required by the sale of the Securities in the manner contemplated in Section 1 herein. The Company and Seller agree that neither he or she, nor anyone acting on its, his or her behalf, shall offer to sell the Securities or any other securities of the Company so as to require the registration of the Securities pursuant to the provisions of the Securities Act of 1933, as amended, or any state securities or "blue sky" laws.

            5.12.      Disclosure. The Company and Seller understand and confirm that Purchasers are relying on the representations, warranties and covenants contained in this Agreement and the disclosures set forth in the reports, forms and other documents filed with the United States Securities Exchange by the Company (collectively, the “SEC Reports”) in entering into this Agreement. All disclosures contained in the SEC Reports or otherwise provided to Purchaser regarding the Company, its businesses and the transactions contemplated hereby, furnished by or on behalf of Seller or the Company are complete, true and correct and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

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6.        Representations, Warranties and Covenants of Purchasers. Each of the Purchasers hereby severally covenants, represents and warrants to the Company and Seller as follows, and acknowledges that the Company and Seller are relying upon such covenants, representations and warranties in connection with the sale of the Securities the Purchasers:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT”.

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            IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth in the first paragraph.

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EXHIBIT A

PURCHASERS

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EXHIBIT B

SHAREHOLDERS LIST

[See Attachment]

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