In connection with our mutual consideration to collaborate in relation to the Property listed above, the "Transaction"; income/expense and development details to be disclosed upon execution of this agreement, which shall become an integral part of the same), "RE/MAX GOLD REALTY INC & HEYADDY INVESTMENTS INC.” hereby agree with the undersigned (“the "Recipient") to disclose confidential information encompassing various aspects of the proposed Transaction.

Confidential Information

a) "Confidential Information" includes, without limitation, information relating to Re/max Gold Realty Inc & HeyAddy Investments Inc., partners and related terms of agreements and information received from the vendor and third parties that Re/max Gold Realty Inc & HeyAddy Investments Inc. is obligated to treat as confidential.

b) Confidential Information shall not include that information defined as Confidential Information above that the Recipient can conclusively establish:

i. is or subsequently becomes publicly available without the Recipient's breach of any obligation owed the Disclosing Party;

ii. became known to the Recipient prior to the Disclosing Party’s disclosure of such information to the Recipient;

iii. became known to the Recipient from a source other than the Disclosing Party other than by the breach of an obligation of confidentiality owed to the Disclosing Party;

iv. is independently developed by the Recipient without breach of this Agreement.

Non-Disclosure

The Recipient shall, during the term of this Agreement and for a period of one year after the termination of this Agreement, use reasonable care to maintain the confidentiality of Confidential Information. The Recipient agrees, represents and warrants that outside of his employees, lawyer and accountant (“collectively the "Representatives”) the confidential information will not be shared or disclosed with anyone. Furthermore, The Recipient agree that prior to any representatives being given access to the Confidential Information all such Representatives shall be bound by the terms of this Agreement. The Recipient agrees to be responsible for any breach of this Agreement by it or its Representatives. For the purposes of this Agreement, the term “reasonable care” shall mean the same degree of care exercised by the Recipient with respect to its own information of the same nature as Confidential Information.

Non-circumvention

Notwithstanding any provisions of this Agreement, The Recipient agrees that it will not directly or indirectly circumvent Re/max Gold Realty Inc & HeyAddy Investments Inc. in any manner regarding this Transaction, including without limitation, implementing in any manner all or any part of such Transaction. It is further agreed that the Recipient shall not be entitled to receive remuneration in any manner in connection herewith without the consent of Re/max Gold Realty Inc & HeyAddy Investments Inc. upon terms satisfactory to Re/max Gold Realty Inc & HeyAddy Investments Inc. determined at its own discretion. Any failure on the part of the Recipient or its Representatives to comply herewith will be deemed to be a breach of this Agreement by the Recipient.

As a transactional and communications procedure, it is agreed that there will be no communication of any sort between the Recipient and the

vendor without the direct involvement of Re/max Gold Realty Inc & HeyAddy Investments Inc.

Governing Law and Equitable Relief.

This Agreement shall have a term of 2 years and shall be governed and construed in accordance with the laws in force in the Province of Ontario and the parties’ consent to the exclusive jurisdiction of the Ontario provincial courts and Canadian federal courts located there for any dispute arising out of this Agreement. The Recipient further acknowledges and agrees that the nature of the Confidential Information is such that its disclosure cannot be adequately compensated solely by damages and therefore any breach of this Agreement is in addition to the remedies available to the Disclosing Party at equity or at law and that the Disclosing Party is entitled to apply for injunctive relief to restrict the breach or any further breach. If either the Disclosing Party or the Recipient employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers' fees.

The parties agree that this Agreement is binding on all successors or permitted assigns and the parties agree to accept the Confidential Information furnished and to be furnished subject to the conditions set forth in this Agreement. This Agreement will remain in effect if the parties agree to enter into and complete a Transaction.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

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