Project NDA

Date: [date of signing].

Lode Exchange: the operator of the website at lode.exchange (and lodeexchange.com) (the "Platform"). Lode Exchange enters into this Agreement for itself and as agent for the Owner.

Owner: the owner of the mineral project listed on the Platform under the code name [project code name] (the "Owner" and the "Project"). The Owner's identity is itself Confidential Information.

Recipient: [your name], in a personal capacity, email [your email] (the "Recipient"). Where the Recipient signs for a company, "Recipient" means that company, and the person signing confirms they are authorised to bind it.

Term: three (3) years from the Date.

Governing law: the law of England and Wales.

The Recipient wishes to receive information about the Project to evaluate, discuss and negotiate a possible investment, financing, royalty, stream, joint venture, earn-in or acquisition relating to the Project (the "Purpose"). Lode Exchange and the Owner are willing to provide information only on the terms of this Agreement.

"Confidential Information" means all information about the Project or the Owner, in any form, that is disclosed to the Recipient or its Representatives by or for the Owner or Lode Exchange, whether through the Platform's data room or otherwise, and whether before or after the Date. It includes the Owner's identity, the exact location and licence details of the Project, technical, geological, financial and legal information, any notes, analyses or other material the Recipient prepares that contain or reflect that information, and the fact that discussions about the Project are taking place.

Confidential Information does not include information that the Recipient can show (a) is or becomes public other than through a breach of this Agreement; (b) was lawfully in its possession, free of any duty of confidence, before it was disclosed under this Agreement; (c) it lawfully receives from a third party who is free to disclose it; or (d) it develops independently without using Confidential Information.

The Recipient will: (a) keep the Confidential Information confidential; (b) use it only for the Purpose; (c) protect it with at least the care it uses for its own confidential information, and never less than reasonable care; (d) make copies only as reasonably needed for the Purpose; and (e) not use it, directly or indirectly, to identify, approach or compete with the Owner, or to acquire any interest in or near the Project area, other than through a transaction contemplated by the Purpose.

The Recipient may disclose Confidential Information to its directors, officers, employees, financiers and professional advisers who need it for the Purpose ("Representatives"), provided each is told it is confidential and is bound by duties of confidence no less protective than this Agreement. The Recipient is responsible for any act or omission of its Representatives that would breach this Agreement if done by the Recipient.

The Recipient may also disclose Confidential Information to the extent required by law, regulation, a court, a regulator or the rules of a stock exchange. Where the law allows, it will first tell Lode Exchange promptly, disclose only the minimum required, and cooperate with any reasonable steps to protect the information.

During the Term, the Recipient will not, without Lode Exchange's prior written consent, directly or indirectly (a) contact the Owner, its shareholders, employees, landholders, local communities or government authorities about the Project, except through Lode Exchange or as Lode Exchange arranges; or (b) enter into any transaction concerning the Project, or with the Owner concerning the Project, in a way intended to avoid the involvement of Lode Exchange.

Confidential Information is provided as it is. Neither the Owner nor Lode Exchange makes any representation or warranty about its accuracy or completeness, and neither will be liable for any use of or reliance on it, except in the case of fraud. The Recipient will make its own independent assessment.

Nothing in this Agreement or on the Platform is an offer, a solicitation or investment, legal or tax advice. Neither party is obliged to disclose any particular information or to enter into any transaction. No transaction is binding until a separate written agreement is signed.

Confidential Information remains the property of the Owner (or of Lode Exchange, for information that belongs to it). This Agreement gives the Recipient no licence or other right in it, other than to use it for the Purpose.

On Lode Exchange's written request, or when the Recipient no longer needs it for the Purpose, the Recipient will promptly destroy or delete the Confidential Information (including copies held by its Representatives) and, on request, confirm this in writing. The Recipient may keep copies it must keep by law or regulation, and copies in automatic backups that cannot reasonably be deleted; these remain subject to this Agreement.

The Recipient agrees to sign this Agreement electronically, by typing its name and confirming its agreement on the Platform, and agrees that this is a valid signature. Lode Exchange will keep a record of the signature, the date and time, the IP address used and the exact text agreed, and may record access to and downloads from the data room. These records may be used as evidence of this Agreement.

This Agreement lasts for the Term. The Recipient's obligations continue for the Term even if the Purpose ends earlier or no transaction takes place.

Damages alone may not be an adequate remedy for a breach of this Agreement. The Owner and Lode Exchange may seek an injunction, specific performance or other equitable relief for any actual or threatened breach, in addition to any other remedy.

The Owner may enforce this Agreement directly under the Contracts (Rights of Third Parties) Act 1999. Otherwise, no one who is not a party has any right to enforce it. Lode Exchange and the Recipient may vary or end this Agreement without the Owner's consent only where the variation does not reduce the protection given to the Owner.

This Agreement is the entire agreement between the parties about its subject matter. It may be varied only in writing signed by both Lode Exchange and the Recipient. The Recipient may not assign or transfer it. If any part is found invalid or unenforceable, the rest continues in force. A delay or failure to exercise a right is not a waiver of it.

Notices under this Agreement may be sent by email: to Lode Exchange at info@lode.exchange, and to the Recipient at the email address above.

This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.