A2 Gold Corp. — Annual Report 2020

Jun 14, 2021

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ALLEGIANT GOLD LTD.

ANNUAL INFORMATION FORM FOR THE FINANCIAL YEAR ENDED SEPTEMBER 30, 2020

JUNE 11, 2021

1090 Hamilton Street Vancouver, B.C. V6B 2R9

ALLEGIANT GOLD LTD.

ANNUAL INFORMATION FORM FOR THE FINANCIAL YEAR ENDED SEPTEMBER 30, 2020

TABLE OF CONTENTS

INTRODUCTORY NOTES ....................................................................................................................................... 1 Cautionary Note Regarding Forward-Looking Statements ...................................................................... 1 Currency ........................................................................................................................................................ 1 Compliance with NI 43-101 .......................................................................................................................... 1 Classification of Mineral Reserves and Mineral Resources ....................................................................... 1 Cautionary Note to US Investors Concerning Estimates of Mineral Reserves and Mineral Resources 2 CORPORATE STRUCTURE .................................................................................................................................... 3 Name, Address and Incorporation ............................................................................................................... 3 Intercorporate Relationships ........................................................................................................................ 3 GENERAL DEVELOPMENT OF THE BUSINESS ............................................................................................... 3 Three Year History ....................................................................................................................................... 3 Significant Acquisitions ................................................................................................................................ 8 General ........................................................................................................................................................... 8 Risk Factors ................................................................................................................................................. 10 Eastside Property, Esmeralda County, Nevada ........................................................................................ 17 Non-Material Properties ............................................................................................................................. 22 DIVIDENDS AND DISTRIBUTIONS ..................................................................................................................... 25 DESCRIPTION OF CAPITAL STRUCTURE....................................................................................................... 25 Common Shares ........................................................................................................................................... 25 Share Options .............................................................................................................................................. 25 Restricted Share Units ................................................................................................................................ 25 Warrants ...................................................................................................................................................... 26 MARKET FOR SECURITIES ................................................................................................................................. 26 Trading Price and Volume ......................................................................................................................... 26 Prior Sales .................................................................................................................................................... 27 ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER ................................................................................................................................................................ 27 DIRECTORS AND OFFICERS ............................................................................................................................... 27 Name, Occupation and Security Holdings ................................................................................................ 27 Cease Trade Orders, Bankruptcies, Penalties or Sanctions .................................................................... 28 Conflicts of Interest ..................................................................................................................................... 29 LEGAL PROCEEDINGS AND REGULATORY ACTIONS ............................................................................... 29 Legal Proceedings ........................................................................................................................................ 29 Regulatory Actions ...................................................................................................................................... 29 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS.................................... 29 TRANSFER AGENT AND REGISTRAR .............................................................................................................. 30 MATERIAL CONTRACTS ..................................................................................................................................... 30 INTERESTS OF EXPERTS ..................................................................................................................................... 30 AUDIT COMMITTEE .............................................................................................................................................. 31 ADDITIONAL INFORMATION ............................................................................................................................. 32

SCHEDULE “A” – AUDIT COMMITTEE CHARTER

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INTRODUCTORY NOTES

Cautionary Note Regarding Forward-Looking Statements

This annual information form ( “AIF” ) contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is based on reasonable assumptions that have been made by Allegiant as at the date of such information and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Allegiant Gold Ltd. to be materially different from those expressed or implied by such forward-looking information, including but not limited to: the impact of general business and economic conditions; including risks related to government and environmental regulation, actual results of current exploration activities problems inherent to the marketability of minerals; industry conditions, including fluctuations in the price of metals, stock market volatility; competition; as well as those factors discussed in the section entitled “Description of the Business – Risk Factors” in this AIF. Although Allegiant Gold Ltd. has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. Allegiant Gold Ltd. does not undertake to update any forward-looking information that is incorporated by reference herein, except in accordance with applicable securities laws.

Currency

All dollar amounts in this AIF are expressed in Canadian dollars unless otherwise indicated.

Compliance with NI 43-101

As required by National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“ NI 43-101 ”), Allegiant has filed technical reports detailing the technical information related to its material mineral properties discussed herein. For the purposes of NI 43-101, Allegiant’s material mineral property as of September 30, 2020 is the Eastside Property. Unless otherwise indicated, Allegiant has prepared the technical information in this AIF (“ Technical Information ”) based on information contained in the technical reports, news releases and other public filings (collectively, the “ Disclosure Documents ”) available under Allegiant’s profile on SEDAR at www.sedar.com. Each Disclosure Document was prepared by, or under the supervision of, or approved by a Qualified Person as defined in NI 43-101. For readers to fully understand the information in this AIF, they should read the Disclosure Documents in their entirety, including all qualifications, assumptions and exclusions that relate to the Technical Information set out in this AIF which qualifies the Technical Information. The Disclosure Documents are each intended to be read as a whole, and sections should not be read or relied upon out of context. Readers are advised that Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. The Technical Information is subject to the assumptions and qualifications contained in the Disclosure Documents.

Classification of Mineral Reserves and Mineral Resources

In this AIF and as required by NI 43-101, the definitions of Proven and Probable Mineral Reserves and Measured, Indicated and Inferred Mineral Resources are those used by Canadian provincial securities

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regulatory authorities and conform to the definitions utilized by the Canadian Institute of Mining, Metallurgy and Petroleum (“ CIM ”) in the “CIM Definition Standards for Mineral Resources and Mineral Reserves” as adopted on May 10, 2014 (“ CIM Standards ”). The Eastside Property Technical Report was written in accordance with these updated CIM Standards.

Cautionary Note to US Investors Concerning Estimates of Mineral Reserves and Mineral Resources

The disclosure in this AIF uses Mineral Resource and Mineral Reserve classification terms that comply with reporting standards in Canada, and, unless otherwise indicated, all Mineral Resource and Mineral Reserve estimates included in this AIF have been prepared in accordance with NI 43-101. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. These standards differ significantly from the disclosure requirements of the SEC set forth in Industry Guide 7. Consequently, Mineral Resource and Mineral Reserve information contained in this AIF is not comparable to similar information that would generally be disclosed by US companies in accordance with the rules of the SEC. In particular, the SEC’s Industry Guide 7 applies different standards in order to classify mineralization as a Reserve. As a result, the definitions of Proven and Probable Reserves used in NI 43-101 differ from the definitions in Industry Guide 7. Under SEC standards, mineralization cannot be classified as a “Reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the Reserve determination is made. Accordingly, Mineral Reserve estimates contained in this AIF may not qualify as “Reserves” under SEC standards. In addition, this AIF uses the terms “Measured Mineral Resources”, “Indicated Mineral Resources” and “Inferred Mineral Resources” to comply with the reporting standards in Canada. The SEC’s Industry Guide 7 does not recognize Mineral Resources and US companies are generally not permitted to disclose Mineral Resources in documents they file with the SEC. Investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into SEC defined mineral “Reserves.” Further, “inferred Mineral Resources” have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Therefore, investors are also cautioned not to assume that all or any part of an inferred Mineral Resource exists. In accordance with Canadian rules, estimates of “inferred Mineral Resources” cannot form the basis of feasibility or other economic studies, except in rare cases. In addition, disclosure of “contained ounces” in a Mineral Resource estimate is permitted disclosure under NI 43-101 provided that the grade or quality and the quantity of each category is stated; however, the SEC normally only permits issuers to report mineralization that does not constitute “Reserves” by SEC standards as in place tonnage and grade without reference to unit measures. For the above reasons, information contained in this AIF containing descriptions of our Mineral Resource and Mineral Reserve estimates is not comparable to similar information made public by US companies subject to the reporting and disclosure requirements of the SEC.

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CORPORATE STRUCTURE

Name, Address and Incorporation

Allegiant Gold Ltd. (“ Allegiant ” or the “ Company ”) was incorporated under the Business Corporations Act (British Columbia) (the “ BCBCA ”) on September 26, 2017 as a wholly owned subsidiary of Columbus Gold Corp. (now Orea Mining Corp.)(“ Columbus ”).

Allegiant’s head office is located at 1090 Hamilton Street, Vancouver, British Columbia, V6B 2R9. Allegiant’s registered and records office is located at 1500-1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7.

Intercorporate Relationships

The following chart describes the intercorporate relationships amongst Allegiant’s subsidiaries and the percentage of voting securities held by Allegiant, either directly or indirectly and the jurisdiction of incorporation, formation, continuation or organization of each subsidiary:

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Allegiant Gold Ltd.
(British Columbia)
100%
Allegiant Gold Holding Ltd.
(British Columbia)
100%
Allegiant Gold (U.S.) Ltd.
(Nevada)
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GENERAL DEVELOPMENT OF THE BUSINESS

Three Year History

Introduction

On January 25, 2018, Columbus and Allegiant completed a court-approved plan of arrangement (the “ Arrangement ”) involving Columbus and Allegiant, pursuant to which Allegiant was spun out of Columbus as a separate entity. Effective January 30, 2018 the common shares of Allegiant were listed on the TSX Venture Exchange (“ TSXV ”). The common shares of Allegiant were also listed on the OTCQX effective February 26, 2018.

Prior to the completion of the Arrangement the business and interests of Allegiant were held by Columbus through its ownership of Allegiant Gold (U.S.) Ltd. As part of the Arrangement Allegiant acquired all of the issued and outstanding shares of Allegiant Gold Holding Ltd. which then owned all the issued and outstanding shares of Allegiant Gold (U.S.) Ltd. (“ Allegiant U.S. ”). Allegiant ceased to be a wholly-owned subsidiary of Columbus on the completion of the Arrangement.

As a result of completing the Arrangement, Allegiant became the indirect owner of 14 gold projects in the United States, including its flagship Eastside property located in Esmeralda County, Nevada (the “ Eastside

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Property ”).

Any scientific or technical information contained in this AIF that is not contained in the Eastside Technical Report (as defined below) has been reviewed and approved by Andy Wallace, an independent consultant to Allegiant, a Certified Professional Geologist (CPG) and a qualified person under NI 43-101.

Fiscal Year ended September 30, 2018

During October 2017, Allegiant issued 51 common shares to Columbus in exchange for all of the outstanding common shares of Allegiant Gold Holding Ltd., which indirectly held all of Columbus’s exploration and evaluation assets in Nevada.

On December 8, 2017, Allegiant closed brokered and non-brokered private placements of subscription receipts (the “Subscription Receipts” ) for combined gross proceeds of $4,196,000. Share issuance costs related to this private placement were $424,000. Each Subscription Receipt entitled the holder to receive, upon closing of the Arrangement, one common share of Allegiant and one common share purchase warrant ( “Allegiant Warrant” ). On January 29, 2018, 6,994,114 Subscription Receipts were converted to 6,994,114 common shares of Allegiant and 6,994,114 Allegiant Warrants, with each Allegiant Warrant exercisable for a period of 24 months to acquire one Allegiant common share at a price of $1.00 per share. The expiry of the Allegiant Warrants may be accelerated by Allegiant, at any time in the event that the volume-weighted average closing price of the Allegiant common shares on the TSXV, or such other exchange on which the Allegiant common shares may primarily trade from time to time, is greater than or equal to $1.20 for a period of 20 consecutive trading days, by giving notice to the holders thereof, and in such case, the Allegiant Warrants will expire on the earlier of: (i) the 30[th] day after the date on which such notice is given by Allegiant, and (ii) the actual expiry date of the Allegiant Warrants. Also on January 29, 2018, 273,490 finders’ warrants were issued with an exercise price of $0.60, expiring on January 29, 2020.

On January 25, 2018, Allegiant was spun-out of Columbus under the Arrangement through the issuance of 39,687,315 common shares of Allegiant to Columbus and its shareholders.

On April 19, 2018, Allegiant U.S. and MinQuest Ltd. entered into an option agreement (the “Four Metals Option Agreement” ) with Arizona Standard (US) Corp. (the “Four Metals Optionee” ) and Barksdale Metals Corp. (now Barksdale Resources Corp.)( “Barksdale” ) granting the Four Metals Optionee an option to acquire a 100% interest in the Four Metals project located in Santa Cruz County, Arizona. The Four Metals Optionee is a wholly-owned subsidiary of Barksdale. The common shares of Barksdale are listed for trading on the TSXV. Allegiant and MinQuest Ltd. each own a 50% interest in 16 unpatented lode mining claims that, in addition to 24 unpatented lode mining claims that are 100% owned by Allegiant, comprise the Four Metals project. The Four Metals Option Agreement requires the Four Metals Optionee to pay $294,750 (US$225,000) in staged payments over a five-year period. In addition, Barksdale will issue common shares with a total value of $294,750 (US$225,000) in staged issuances over the same five-year period. The cash payments and share issuances are shared equally with MinQuest Ltd. so that Allegiant will receive 50% of the cash and share payments. On April 19, 2018, Allegiant received cash of $16,670 (US$12,500). On April 18, 2019, Allegiant received a cash payment of $16,670 (US$12,500) and 33,016 common shares of Barksdale with a fair value of $16,838 (US$12,500).

On June 19, 2018, Allegiant entered into an agreement (the “Mogollon Option Agreement” ) with New Placer Dome Gold Corp. (then Barrian Mining Corp.) ( “New Placer” ), granting New Placer an option to acquire a 100% interest in Allegiant’s Mogollon project by issuing common shares of New Placer with an aggregate value of $1,310,000 (US$1,000,000) over an approximate three-year period. On April 24, 2019, Allegiant received 1,672,750 common shares of New Placer, representing an initial $334,550 (US$250,000) option payment under the Mogollon Option Agreement. On January 29, 2020, Allegiant received 2,059,219

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common shares of New Placer, based on a volume weighted average price, representing the first anniversary $272,672 (US$250,000) share option payment. On May 25, 2020, Allegiant served New Placer with a default notice and the Mogollon Option Agreement was cancelled and the Mogollon project was returned to Allegiant. Subsequently, effective June 4, 2020, New Placer’s common shares were consolidated on a 1 for 2 basis.

On June 27, 2018, Allegiant entered into an agreement (the “Bolo Agreement” ) with New Placer pursuant to which New Placer may acquire up to a 50.01% undivided interest in Allegiant’s Bolo project by issuing common shares of New Placer to Allegiant with an aggregate value of $1,310,000 (US$1,000,000) over a three year period, and also incurring certain exploration and evaluation expenditures on Bolo with a minimum aggregate value of $5,240,000 (US$4,000,000) by December 31, 2022. On April 24, 2019, Allegiant received 1,672,750 common shares of New Placer, representing an initial $334,550 (US$250,000) share option payment under the Bolo Agreement. On January 29, 2020, Allegiant received 2,059,219 common shares of New Placer, based on a volume weighted average price, representing the first anniversary $272,672 (US$250,000) share option payment. New Placer may acquire an additional 24.99% interest in Bolo by incurring an additional $5,240,000 (US$4,000,000) in certain exploration and evaluation expenditures on Bolo within two years of acquiring the initial 50.01% interest in Bolo. If New Placer does not acquire the additional 24.99% interest, then New Placer will transfer a 0.02% interest in Bolo back to Allegiant. Effective June 4, 2020, New Placer’s common shares were consolidated on a 1 for 2 basis.

On July 16, 2018 and August 14, 2018, Allegiant closed two tranches of its non-brokered private placement of common shares at a price of $0.35 per share, issuing a total of 14,130,001 common shares for aggregate gross proceeds of $4,946,000 with fees totaling $365,000.

Fiscal Year ended September 30, 2019

On October 24, 2018, Allegiant extinguished existing debt in the amount of $13,595 by issuing 32,368 common shares in its capital at a fair value price of $0.42 per share to certain of its independent directors.

On January 17, 2019, Allegiant announced the completion of drilling at Hughes Canyon, with 12 rotary drill holes totalling 2,139 metres. Hydrothermal alteration was encountered in 10 of the 12 holes in several different stratigraphic units in a faulted and folded Mesozoic sedimentary package. Gold and silver values above 0.10 g/t gold encountered in the drilling are available in Allegiant’s news release dated January 17, 2019, available on Allegiant’s website at www.allegiantgold.com. Effective January 18, 2019, Allegiant dropped and returned Hughes Canyon to the lessor.

On March 5, 2019, Allegiant issued 1,000,000 common shares in its capital with a fair value of $190,000 to Columbus in exchange for extending the due date of the non-interest bearing grid promissory note payable to Columbus to December 31, 2020.

On April 17, 2019 Allegiant announced the receipt of assays from recent drilling carried-out at Monitor Hills which encountered broad zones of anomalous gold but better grade gold was only present in narrow 1.5 to 3.0 meter intervals. Overall, the drilling results are considered too low-grade, and in the context of prioritizing expenditures on Allegiant’s large portfolio of prospective exploration properties, Allegiant abandoned the Monitor Hills project in the 2019 fiscal year.

The Big Lime project and the Silver Dome project were determined to be low priority projects in Allegiant’s portfolio and were abandoned during the 2019 fiscal year.

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Fiscal Year ended September 30, 2020

On January 29, 2020, Allegiant received 2,059,219 common shares of New Placer, based on a volume weighted average price, representing the first anniversary $272,672 (US$250,000) share option payment under the Bolo Agreement. Subsequently, effective June 4, 2020, New Placer’s common shares were consolidated on a 1 for 2 basis.

On January 29, 2020, Allegiant received 2,059,219 common shares of New Placer, based on a volume weighted average price, representing the first anniversary $272,672 (US$250,000) share option payment under the Mogollon Option Agreement. On or about May 25, 2020, Allegiant was advised by New Placer that it will discontinue its option on the Mogollon project. Effective June 4, 2020, New Placer’s common shares were consolidated on a 1 for 2 basis.

As a result of the COVID-19 pandemic, the State of Nevada implemented a statewide shutdown of nonessential businesses on March 20, 2020. All work on the Company’s Nevada properties was halted until April 30, 2020.

On June 11, 2020, Allegiant closed the first tranche of a non-brokered private placement issuing a total of 5,164,992 units at $0.25 per unit for total gross proceeds of $1,291,248. Each unit consists of one common share and one-half of one non-transferable common share purchase warrant with each whole warrant entitling the holder to purchase one additional common of the Company at a price of $0.40 per share for a period of 18 months, subject to accelerated expiry. The Company paid total finder’s fees of $39,600 and issued 158,400 finder’s warrants.

On June 25, 2020, Allegiant closed the second tranche of a non-brokered private placement issuing a total of 5,262,000 units at $0.25 per unit for total gross proceeds of $1,315,500. Each unit consists of one common share and one-half of one non-transferable common share purchase warrant with each whole warrant entitling the holder to purchase one additional common of the Company at a price of $0.40 per share for a period of 18 months, subject to accelerated expiry. The Company paid total finder’s fees of $60,300 and issued 241,200 finder’s warrants.

On July 6, 2020, Allegiant closed the third and final tranche of a non-brokered private placement issuing a total of 1,580,000 units at $0.25 per unit for total gross proceeds of $395,000. Each unit consists of one common share and one-half of one non-transferable common share purchase warrant with each whole warrant entitling the holder to purchase one additional common of the Company at a price of $0.40 per share for a period of 18 months, subject to accelerated expiry. The Company paid total finder’s fees of $18,000 and issued 72,000 finder’s warrants.

On August 21, 2020, Allegiant entered into an agreement with Summa Silver Corp. (“Summa”) wherein Summa can acquire a 75% interest in the Mogollon silver property in exchange for an initial cash payment of US$50,000 and the issuance of 200,000 common shares of Summa, subsequent cash and share payments valued at US$2,750,000 and by incurring exploration expenditures totalling US$3,000,000 over a period of three years. Summa can further acquire the remaining 25% interest in Mogollon by paying Allegiant an additional US$3,000,000 in either cash or common shares of Summa.

On August 26, 2020, Allegiant received a cash payment of $65,826 (US$50,000) and 200,000 common shares of Summa, with a fair value of $424,000.

On August 31, 2020, Allegiant entered into an option agreement (the “Clanton Hills Agreement”) with Supernova Metals Corp (“Supernova”) granting Supernova an option to acquire a 50.1% interest in the

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Clanton Hills silver property. To acquire its interest Supernova is required to pay cash, issue shares and incur exploration expenditures as follows:

• On commencement, issue 2,000,000 common shares

• On or before March 15, 2021, pay US$150,000 in cash and common shares

• On or before September 15, 2021, pay US$150,000 in cash and common shares

• On or before September 15, 2022, pay US$150,000 in cash and common shares

• On or before September 15, 2023, pay US$100,000 in cash and common shares

• On or before September 15, 2023, incur US$1,500,000 in exploration expenditures

On September 16, 2020, Allegiant received 2,000,000 common shares of Supernova representing the first share option payment under the Clanton Hills Agreement.

Fiscal Year ended September 30, 2021 (to the date of this AIF)

On October 21, 2020, Allegiant issued 3,201,766 common shares with a fair value of $1,072,592 to Columbus to settle a loan liability with a face value of $1,604,405. A gain on extinguishment of debt totaling $486,211 was recorded.

On December 16, 2020, Allegiant received 1,170,483 common shares of New Placer, based on a volume weighted average price, representing the second anniversary $351,145 (US$250,000) share option payment under the Bolo Agreement.

In January 2021, Allegiant completed 49 exploration reverse circulation (“RC”) drill holes, totalling 5,850 metres, drilled in the Castle zone around the former-producing Boss pit, located within the Eastside gold project. The drilling encountered very shallow gold mineralization best described as a blanket-like zone that commences at an approximate depth of between zero and 30 metres and consistently continues for 20 to 40 metres in thickness. Gold is hosted in Tertiary andesite and rhyolite tuff, associated with quartz stockworks, iron oxides along fractures, argillization and, occasionally, massive silicification. The Tertiary volcanic rocks overlie Paleozoic rocks of the Palmetto formation, which were encountered at depth in nearly all the drill holes. Drill intercepts (using a 0.1-gram-per-tonne-gold cut-off) for the 49 holes. Most of the holes were angle holes drilled in a variety of directions at 45 degrees. Essentially all of the mineralization in drilling is deemed as oxide visually. Forty-seven holes encountered mineralization within 45 metres of surface. Some of the highlights include:

• 5 metres of 1.85 grams per tonne from hole ES-196;

• 14 metres of 1.08 grams per tonne from hole ES-202;

• 4.5 metres of 2.32 grams per tonne from hole ES-211;

• 3.6 metres of 2.00 grams per tonne from hole ES-216; and

• 1.5 metres of 3.86 grams per tonne from hole ES-222.

In February 2021, New Placer announced the results of its Bolo RC drill campaign that was completed in November, 2020. The program was comprised of 14 drill holes totalling 4,159 metres (13,645 feet). Seven of the ten holes for which assay results have been received have encountered significant oxide gold mineralization.

On or about March 15, 2021, Allegiant was advised by Supernova that it will discontinue its option on the Clanton Hills project.

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In May 2021, Allegiant announced that it has found high-grade gold intercepts in the Original Pit zone from its recently completed 9-hole, 3,673 metre drill program. Gold and silver at the Original Pit zone is hosted mainly in young rhyolite domes and dikes (7.2 MYBP) cutting through andesite flows and lahar, lacustrine tuffs, and rhyodacite flows and plugs. Approximately 85% of the drilled gold intercepts are hosted in rhyolite. Important alteration includes multiple generations of quartz in stock works, replacement illite, adularia (both as flooding and in veins), and a variety of iron oxides mostly filling fractures. The domes at the Original Pit are the northernmost two of a highly prospective dome field, elongated north-to-south, and measuring 10 kilometres by two km. The dome field contains 41 separate domes and is entirely covered by Allegiant's claim block. Higher grade intercepts in drill hole 243 appear to be associated with stronger quartz veining than usual. Future work programs in the Original Pit zone will focus on defining the extent of this high-grade zone to better understand the implications on resource growth and mine planning and economics. Highlights of the nine-hole (3,673 metres) RC drill program include:

• Strong gold intercepts in holes 239, 243, 244 and 245;

• Mineralization encountered in seven of nine holes; and

• Eastside remains open in all directions and at depth in both the Original Pit zone and the Castle zone.

• Hole 243 included 2.55 g/t gold over 147.8 metres (3.17 g/t Au over 117.3 m);

• Hole 243 is the best drill intercept to date at the Eastside project;

• Hole 243 was a 100 metre step-out from the closest hole in the Original Pit and is open west, east and south;

• Hole 243 is well within an open pit modelling scenario;

• Significant silver intercepts in holes 243 and 239;

Significant Acquisitions

During its most recently completed financial year, the Company did not complete any significant acquisitions for which disclosure is required under Part 8 of National Instrument 51-102 – Continuous Disclosure Obligations .

DESCRIPTION OF THE BUSINESS

General

Allegiant is engaged in the acquisition, exploration and development of mineral properties in the United States, in particular, the exploration and advancement of the Eastside Property.

Allegiant’s primary objective is to focus on the exploration and development of the current mineral properties in the United States, with particular attention being paid to the Eastside Property. The Eastside Property is Allegiant’s material mineral property. Allegiant will be required to facilitate separate fundraising, exploration and development strategies to achieve its business objectives.

Specialized Skill and Knowledge

Allegiant requires specialized skill and knowledge to conduct its exploration activities. Success in the mining industry requires its personnel to possess a very high level of technological sophistication and solid experience to meet the challenges of the industry. The officers and directors of Allegiant are industry professionals who have extensive expertise and highly-technical experience specific to the mining industry. They provide a strong foundation of advanced field skills and advanced knowledge and specialized mineral exploration experience, complemented by their demonstrated ability to succeed in the management and administration of a mineral exploration company.

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Competitive Conditions

The mining industry in the United States and Canada is highly competitive in all aspects, including the exploration for and development of new sources of supply; the acquisition of mineral interests; the construction and operation of processing facilities; and the refining, distributing and marketing of mineral products. Allegiant competes with numerous other companies in the search for and the acquisition of mineral properties. Allegiant’s competitors include gold producing companies that have substantially greater financial resources, staff, and facilities than those of Allegiant. Allegiant’s ability to successfully bid on and acquire additional property rights, discover reserves, participate in drilling opportunities, and identify and enter into commercial arrangements will depend upon developing and maintaining close working relationships with its future industry partners and joint operators, selecting and evaluating suitable properties, and consummating transactions in a highly competitive environment. Allegiant’s ability to define mineral reserves in the future will depend not only on its ability to select and acquire suitable producing properties or prospects for exploratory drilling, but also on its ability to develop or continue development of its existing properties.

Cycles

Allegiant’s business can be cyclical. The exploration and development of mineral properties is dependent on access to areas where production is to be conducted. Seasonal weather variations can affect access in certain circumstances.

Environmental Protection

Allegiant’s operations are subject to environmental regulations (including regular environmental impact assessments and permitting) in the jurisdictions in which it operates. Such regulations cover a wide variety of matters, including, without limitation, the prevention of waste, pollution, and protection of the environment, labour regulations, and worker safety. Under such regulations, there are clean-up costs and liabilities for toxic or hazardous substances which may exist on or under the Eastside Property or which may be produced as a result of its operations. Environmental legislation and legislation relating to exploration and production of natural resources are likely to evolve in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their directors and employees. Such stricter standards could impact Allegiant’s costs and have an adverse effect on results of operations. Although Allegiant believes that it will be in material compliance with current applicable environmental regulations no assurance can be given that environmental laws will not result in a curtailment of production or a material increase in the costs of production, development or exploration activities or otherwise adversely affect Allegiant’s financial condition, results of operations or prospects.

Employees

Allegiant uses consultants or contract personnel to perform various professional and technical services, including but not limited to drilling, construction, site surveillance, environmental assessment, and field and on-site operating services. These services are intended to minimize Allegiant’s development and operating costs as well as allow its management staff to focus on directing its exploration operations.

Foreign Operations

Allegiant’s material property is in a foreign jurisdiction, being the Eastside Property located in the U.S.A. Foreign operations accounted for all of Allegiant’s assets at the date of this AIF. All of Allegiant’s property interests are held indirectly by Allegiant U.S., Allegiant’s wholly-owned U.S. subsidiary.

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Risk Factors

The operations of Allegiant are speculative due to the nature of its business which is the acquisition, exploration and development of mining properties. These risk factors could materially affect Allegiant’s future operating results and could cause actual events to differ materially from those described in forwardlooking statements relating to Allegiant.

COVID-19 Pandemic

New diseases and epidemics (such as COVID-19) may adversely impact the Company’s business. In March 2020, the World Health Organization declared a global pandemic related to COVID-19, a novel strain of the coronavirus. The expected impact and extent of the spread of COVID-19, and the duration and intensity of resulting global business disruption and related financial and social impact, are uncertain, and such adverse effects are likely to be material. The mineral exploration sector is expected to be impacted significantly as many local and regional governments have issued public health orders in response to COVID-19, including restricting the movement of people, which could impact the Company’s ability to access its properties and undertake exploration programs in the anticipated timeframes.

The actual and threatened spread of COVID-19 globally could adversely affect global economies and financial markets resulting in a prolonged economic downturn and a decline in commodity prices and the value of the Company’s stock price. The extent to which COVID-19 (or any other disease, epidemic or pandemic) impacts business activity or financial results, and the duration of any such negative impact, will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning COVID-19 and the actions required to contain or treat its impact, among others.

Risks Relating to Allegiant

Limited History of Revenue

Allegiant’s only sources of income to date have been interest income earned on excess cash and option payments received. Although Allegiant has received some option payments pursuant to farm-out agreements it has entered into with respect to some of its properties, there is no guarantee that Allegiant will enter into additional profitable agreements with mining companies and will earn further revenue from operations.

Allegiant is in the business of exploring for, with the ultimate goal of developing and producing, minerals from the Eastside Property and other properties in which Allegiant may in the future acquire an interest. The Eastside Property has not commenced commercial production and Allegiant has no history of earnings or cash flow from its operations. As a result of the foregoing, there can be no assurance that Allegiant will be able to develop any of its properties profitably or that its activities will generate positive cash flow. Allegiant will not have paid any dividends and it is unlikely to enjoy earnings or pay dividends in the immediate or foreseeable future. Allegiant will have limited cash and other assets. A prospective investor in Allegiant must be prepared to rely solely upon the ability, expertise, judgment, discretion, integrity and good faith of Allegiant’s management in all aspects of the development and implementation of Allegiant’s business activities.

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Market Price of the Common Shares

Allegiant’s common shares are listed and posted for trading on the TSXV. In addition, Allegiant’s common shares can be purchased in the U.S. on the OTCQX under the symbol ‘AUXXF’. Allegiant’s business is in an early stage of exploration and an investment in Allegiant’s securities is highly speculative. There can be no assurance that an active trading market in Allegiant’s securities will be established and maintained. Securities of companies involved in the resource industry have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. The price of the common shares is also likely to be significantly affected by short-term changes in commodity prices or in Allegiant’s financial condition or results of operations as reflected in its quarterly earnings reports.

Limited History of Operations

Allegiant has a limited history of operations. There can be no assurance that the business of Allegiant and/or its subsidiaries will be successful and generate, or maintain, any profit.

Foreign Subsidiaries

Allegiant conducts all of its operations through its United States subsidiary, Allegiant U.S. Therefore, to the extent of these holdings, Allegiant (directly and indirectly) will be dependent on the cash flows of this subsidiary to meet its obligations. The ability of such subsidiary to make payments to its parent company may be constrained by the following factors: the level of taxation, particularly corporate profits and withholding taxes, in the jurisdiction in which the subsidiary operates; and the introduction of exchange controls or repatriation restrictions or the availability of hard currency to be repatriated.

Attraction and Retention of Key Personnel Including Directors

Allegiant has a small management team and the loss of a key individual or inability to attract suitably qualified staff could have a material adverse impact on the business of Allegiant. Allegiant may also encounter difficulties in obtaining and maintaining suitably qualified staff. The success of Allegiant depends on the ability of management to interpret market data correctly and to interpret and respond to economic, market and other conditions in order to locate and adopt appropriate opportunities. No assurance can be given that individuals with the required skills will continue employment with Allegiant or that replacement personnel with comparable skills can be found. Allegiant will be dependent on the services of key executives, including the directors of Allegiant and a small number of highly skilled and experienced executives and personnel. Due to the relatively small size of Allegiant, the loss of these persons or Allegiant’s inability to attract and retain additional highly skilled employees may adversely affect its business and future operations.

Growth Management

Allegiant may have difficulty identifying or acquiring suitable acquisition targets and maintaining the organic growth which is a significant aspect of its business model . If it is unable to manage growth, Allegiant may be unable to achieve its expansion strategy , which could adversely impact its earnings per share and its revenue and profits.

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Financing Risk

Allegiant is limited in financial resources and has no assurance that additional funding will be available for further exploration and development of its projects or to fulfill its obligations under any applicable agreements. There can be no assurance that Allegiant will be able to obtain adequate financing in the future or that the terms of such financing will be favorable. Failure to obtain such additional financing could result in delay or infinite postponement of further exploration and development of its projects with the possible loss of such properties.

Dilution

Allegiant will require additional funds in respect of the further development of Allegiant’s business. If Allegiant raises funds by issuing additional equity securities, such financing will dilute the equity interests of its shareholders.

Future Sales of Shares by Existing Shareholders

Sales of a large number of Allegiant’s common shares in the public markets, or the potential for such sales, could decrease the trading price of the common shares and could impair Allegiant’s ability to raise capital through future sales of its common shares. Allegiant may from time to time have previously issued securities at an effective price per share which will be lower than the market price of its common shares. Accordingly, certain shareholders of Allegiant may have an investment profit in the Company’s common shares that they may seek to liquidate.

Competition

The mineral exploration and development industry is highly competitive. Allegiant competes with other domestic and international mineral exploration companies that have greater financial, human and technical resources.

In addition, there is no assurance that a ready market will exist for the sale of commercial quantities of ore. Factors beyond the control of Allegiant may affect the marketability of any substances discovered. These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in Allegiant not receiving an adequate return on invested capital or losing its investment capital.

Reliance on Key Individuals

Allegiant's success depends to a certain degree upon certain key members of the management. It is expected that these individuals will be a significant factor in Allegiant's growth and success. The loss of the service of members of the management could have a material adverse effect on Allegiant.

Commodity Prices

The price of Allegiant’s common shares and Allegiant’s financial results may be significantly adversely affected by a decline in the price of metals. The price of metal commodities fluctuates widely, especially in recent years, and is affected by numerous factors beyond Allegiant’s control such as the sale or purchase of commodities by various central banks and financial institutions, interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, global and regional

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supply and demand, and the political and economic conditions of major metal-producing countries throughout the world.

Dividend Policy

No dividends on common shares have been paid by Allegiant to date. Allegiant anticipates that it will retain all earnings and other cash resources for the foreseeable future for the operation and development of its business. Allegiant does not intend to declare or pay any cash dividends in the foreseeable future. Payment of any future dividends will be at the discretion of Allegiant’s board of directors after taking into account many factors, including Allegiant’s operating results, financial condition and current and anticipated cash needs.

Conflicts of Interest

Certain of the directors and officers of Allegiant also serve as directors and/or officers of other companies involved in natural resource exploration, development and mining operations and consequently there exists the possibility for such directors and officers to be in a position of conflict. Any decision made by any of such directors and officers will be made in accordance with their duties and obligations to deal fairly and in good faith with a view to the best interests of Allegiant and its shareholders. In addition, each of the directors is required to declare and refrain from voting on any matter in which such directors may have a conflict of interest in accordance with the procedures set forth in the BCBCA and other applicable laws.

Insurance and Uninsured Risks

Allegiant’s business is subject to a number of risks and hazards generally, including general liability. Such occurrences could result in damage to property, inventory, facilities, personal injury or death, damage to the properties of Allegiant, or the properties of others, monetary losses and possible legal liability. Allegiant may be subject to product liability and medical malpractice claims, which may adversely affect its operations. Allegiant’s industry is highly regulated, and we may be subject to regulatory scrutiny for violations of regulations and laws. Allegiant could be adversely affected by the time and cost involved with regulatory investigations even if it has operated in compliance with all laws. Investigations could also adversely affect the timely payment of receivables.

Although Allegiant will maintain insurance to protect against certain risks in such amounts as it considers reasonable, its insurance will not cover all the potential risks associated with its operations. Allegiant may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Allegiant might also become subject to liability which may not be insured against or which Allegiant may elect not to insure against because of premium costs or other reasons. Losses from these events may cause Allegiant to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.

Currency Risk

Currency fluctuations may affect the costs Allegiant incurs at its operations. Gold is sold throughout the world based principally on the U.S. dollar price, but a portion of Allegiant’s operating expenses may be incurred in other currencies. Fluctuation in these and other currencies coupled with stable or declining metal prices may have an adverse effect on Allegiant’s earnings, in the event it has any, halt or delay development of new projects, and reduce funds available for further mineral exploration.

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Risks relating to Mining Operations

Exploration, Development and Operating Risks

An investment in the Company’s common shares is speculative due to the nature of Allegiant’s involvement in the evaluation, acquisition, exploration and, if warranted, development and production of minerals. Mineral exploration involves a high degree of risk and there is no assurance that expenditures made on future exploration by Allegiant will result in new discoveries in commercial quantities.

While Allegiant has a limited number of specific identified exploration or development prospects, management will continue to evaluate prospects on an ongoing basis in a manner consistent with industry standards. The long-term commercial success of Allegiant depends on its ability to find, acquire and commercially develop reserves. No assurance can be given that Allegiant will be able to locate satisfactory properties for acquisition or participation. Moreover, if such acquisitions or participations are identified, Allegiant may determine that current markets, terms of acquisition and participation or pricing conditions make such acquisitions or participations uneconomic. Allegiant has no earnings record, no reserves and no producing resource properties.

Allegiant’s mineral projects are in the exploration stage. Resource exploration, development, and operations are highly speculative, characterized by a number of significant risks, which even a combination of careful evaluation, experience and knowledge will not eliminate. Few properties that are explored are ultimately developed into producing mines. Unusual or unexpected formations, formation pressures, fires, power outages, labour disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labour are other risks involved in the operation of mines and the conduct of exploration programs. Allegiant must rely upon consultants and contractors for exploration, development, construction and operating expertise. Substantial expenditures are required to establish mineral resources and mineral reserves through drilling, to develop metallurgical processes to extract the metal from mineral resources and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. There is no assurance that surface rights agreements that may be necessary for future operations will be obtained when needed, on reasonable terms, or at all, which could adversely affect the business of Allegiant.

No assurance can be given that minerals will be discovered in sufficient quantities at any of Allegiant’s mineral projects to justify commercial operations or that funds required for additional exploration or development will be obtained on a timely basis. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices which are highly cyclical; the proximity and capacity of milling facilities; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot accurately be predicted, but the combination of these factors may result in Allegiant not receiving an adequate return on invested capital.

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Environmental Risks and Hazards

All phases of mining operations are subject to environmental regulation in the jurisdictions in which they operate. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect mining operations. Environmental hazards may exist on the properties on which the owners or operators of mining operations hold interests which are unknown to such owners or operators at present and which have been caused by previous or existing owners or operators of the properties.

Government approvals and permits are currently, and may in the future be, required in connection with mining operations at the Eastside Property. To the extent such approvals are required and not obtained, mining operations may be curtailed or prohibited from continuing operations or from proceeding with planned exploration or development of mineral properties.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in mining operations or in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Amendments to current laws, regulations and permits governing operations and activities of mining and exploration companies, or more stringent implementation thereof, could have a material adverse impact on mining operations and cause increases in exploration expenses, capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.

Governmental Regulation

Mining operations and exploration activities are subject to extensive laws and regulations governing exploration, development, production, exports, taxes, labour standards, waste disposal, protection and remediation of the environment, reclamation, historic and cultural resources preservation, mine safety and occupation health, handling, storage and transportation of hazardous substances and other matters. The costs of discovering, evaluating, planning, designing, developing, constructing, operating, and closing the Eastside Property and other facilities in compliance with such laws and regulations are significant. It is possible that the costs and delays associated with compliance with such laws and regulations could become such that the owners or operators of mining operations would not proceed with the development of or continue to operate a mine. As part of their normal course operating, and development activities, such owners or operators have expended significant resources, both financial and managerial, to comply with governmental and environmental regulations and permitting requirements and will continue to do so in the future. Moreover, it is possible that future regulatory developments, such as increasingly strict environmental protection laws, regulations and enforcement policies thereunder, and claims for damages to property and persons resulting from mining operations could result in substantial costs and liabilities in the future.

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Environmental Regulation

All phases of mining and exploration operations are subject to governmental regulation, including environmental regulation. Environmental legislation is becoming stricter, with increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and heightened responsibility for companies and their officers, directors and employees. There can be no assurance that possible future changes in environmental regulation will not adversely affect mining operations. As well, environmental hazards may exist on a property in which the owners or operators of mining operations hold an interest which were caused by previous or existing owners or operators of the properties and of which such owners or operators are not aware at present and which could impair the commercial success, levels of production and continued feasibility and project development and mining operations on these properties.

Permitting

Mining operations are subject to receiving and maintaining permits from appropriate governmental authorities. Although Allegiant believes that it currently has all required permits for their operations as currently conducted, there is no assurance that delays will not occur in connection with obtaining all necessary renewals of such permits for the existing operations, additional permits for any possible future changes to operations or additional permits associated with new legislation. Prior to any development on the Eastside Property, permits from appropriate governmental authorities may be required. There can be no assurance that Allegiant will continue to hold all permits necessary to develop or continue operating the Eastside Property.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may be liable for civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to current laws, regulations and permitting requirements, or more stringent application of existing laws, may have a material adverse impact on Allegiant, resulting in increased capital expenditures or production costs, or abandonment or delays in development of the Eastside Property.

Title Matters

Although title to the properties has been reviewed by Allegiant, formal title opinions have not been obtained by Allegiant for most of its mineral properties and, consequently, no assurances can be given that there are no title defects affecting such properties and that such title will not be challenged or impaired. The acquisition of title to resource properties is a very detailed and time-consuming process. Title to, and the area of, resource claims may be disputed. There may be valid challenges to the title of any of the mineral properties in which Allegiant holds an interest that, if successful, could impair development and/or operations thereof. A defect could result in Allegiant losing all or a portion of its right, title, estate and interest in and to the properties to which the title defect relates. Any of the mineral properties in which Allegiant holds an interest may be subject to prior unregistered liens, agreements or transfers or other undetected title defects. There is no guarantee that title to the properties will not be challenged or impugned. Allegiant is satisfied, however, that evidence of title to each of the properties is adequate and acceptable by prevailing industry standards.

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United States Operations

Allegiant’s mineral operations are currently conducted in the United States, and as such Allegiant’s operations are exposed to various levels of political, economic and other risks and uncertainties. These risks and uncertainties may include, but are not limited to: extreme fluctuations in currency exchange rates; high rates of inflation; labour unrest; renegotiation or nullification of existing concessions, licenses, permits and contracts; illegal mining; corruption; changes in taxation policies; and changing political conditions, and governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of or purchase supplies from a particular jurisdiction.

Allegiant’s activities will be subject to extensive laws and regulations governing worker health and safety, employment standards, waste disposal, protection of historic and archaeological sites, mine development, protection of endangered and protected species and other matters. A number of other approvals, licenses and permits are required for various aspects of mineral exploration and mine development. While Allegiant will use its best efforts to ensure title to its mineral properties continues into the future, these interests may be disputed, which could result in costly litigation or disruption of operations. Future changes in applicable laws and regulations or changes in their enforcement or regulatory interpretation could negatively impact current or planned exploration and development activities on Allegiant’s mineral projects. Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right applications and tenure, could result in loss, reduction or expropriation of entitlements. The occurrence of these various factors and uncertainties cannot be accurately predicted and could have an adverse effect on Allegiant’s operations or future profitability.

Exploration and Geological Report

The reported results in the Eastside Technical Report are only estimates. No assurance can be given that the estimated mineralization will be recovered. The reported results are based on limited sampling, and, consequently, are uncertain because the samples may not be representative. Estimates may require revision (either up or down) based on actual production experience. Market fluctuations in the price of metals, as well as increased production costs or reduced recovery rates, may render certain minerals uneconomic.

Commodity Price Fluctuations

The price of metals has fluctuated widely in recent years, and future serious price declines could cause continued development of and commercial production from any of Allegiant’s properties to be impracticable. Future production from any of Allegiant’s properties is dependent on metal prices that are adequate to make the particular property economic.

In addition to adversely affecting the commercial production estimates and financial conditions, declining commodity prices can impact operations by requiring a reassessment of the feasibility of a particular project. Such a reassessment may be the result of a management decision or may be required under financing arrangements related to a particular project. Even if the project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed.

Eastside Property, Esmeralda County, Nevada

Allegiant’s primary asset is the Eastside Property, which is located in Nevada. Allegiant’s interest in the Eastside Property is held by Allegiant Gold U.S. The Eastside Property is Allegiant’s material mineral property.

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The Eastside Property is the subject of a NI 43-101 technical report titled “Amended Updated Resource Estimate and NI 43-101 Technical Report Eastside and Castle Gold-Silver Property, Esmeralda County, Nevada” dated November 20, 2020 with an effective date of December 30, 2019 (the “ Eastside Technical Report ”). The Eastside Technical Report was prepared by Steven J. Ristorcelli and Derick L. Unger (the “Authors ”). Steven J. Ristorcelli and Derick L. Unger are qualified persons and independent of Allegiant within the meaning of NI 43-101.

In accordance with the instructions set out in Section 5.4 of Form 51-102F2 – Annual Information Form , Allegiant has reproduced below the summary from the Eastside Technical Report except as otherwise indicated. Reference should be made to the full text of the Eastside Technical Report, which is incorporated in its entirety into this AIF by reference, and which is available for review under Allegiant’s profile on SEDAR at www.sedar.com.

Property Description and Ownership

As at the date of the Eastside Technical Report, the Eastside and Castle property consisted of 870 unpatented lode mining claims covering approximately 7,202 hectares in northern Esmeralda County, Nevada, situated in Township 2 North, Range 381/2 East; Township 2 North, Range 39 East; Township 3 North, Range 381/2 East; Township 3 North, Range 39 East; Township 4 North, Range 381/2 East; and Township 4 North, Range 39 East, M.D.B&M. Allegiant has represented that all of the claims are valid until August 31, 2021. The annual fees for the 870 claims are US$153,994 per year. The surface within the Eastside property is managed by the U.S. Bureau of Land Management. There is no private surface or Nevada State land within the property.

Subsequent to the date of the Eastside Report an additional 19 claims were staked. As a result, as at the date of this AIF, the Eastside and Castle property consists of 889 claims covering approximately 72 km[2] and includes: a) 35 Eastside claims leased from McIntosh Exploration LLC, b) 140 ES claims also leased from McIntosh Exploration LLC, and c) 218 ES claims, 19 ESS claims, 215 DP claims, 140 PF claims, three ESW claims, 115 CBR claims, 2 Clutter claims and 2 Castle claims with title held by Allegiant Gold (U.S.) Corporation. The annual fees for the 889 claims are US$157,365 per year.

Eastside Area Exploration and Mining History

There is no recorded mineral production from the Eastside portion of the property. Only one historical prospect adit and a few shallow prospect pits are scattered across the property. Old drill pad sites, as well as access roads to the sites, remain visible in the eastern margin of the property, but no data is available to confirm that drilling was ever conducted.

In the late 1970s a prospector working for Cordex collected several samples from the northern part of what later became the Eastside property. The assays detected measurable gold. In 1999, Mr. Larry McIntosh collected another 184 rock-chip samples from a nearby area. Elevated gold was detected and McIntosh staked the first four Eastside claims. The property was expanded and subsequently leased to Newmont Mining and later to Cordex. Both of these companies carried out surface exploration work, but no drilling.

Castle Area Exploration and Mining History

Modern exploration began in the 1970s, with a few drill holes by ASARCO and Noranda, followed in 1979 by an extensive program of shallow drilling by Houston Oil and Minerals (“HOM”). Claims centered on what later became the historical Boss mine were optioned in 1981 by Falcon Exploration (“Falcon”), who proceeded to delineate the Boss area mineralization. Homestake Mining Company (“Homestake”) optioned Falcon's peripheral claims in 1987 and discovered gold mineralization under pediment cover south of Black

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Rock. Homestake relinquished the claims in 1987. Concurrent with the Homestake program, Falcon constructed the small, open-pit heap-leach Boss mine. During 1988 and 1989 the Boss mine produced approximately 32,000 ounces of gold from about 544,300t of material.

Westgold and Mintec Resources optioned the Boss area claims from Falcon in August of 1988 and undertook a surface exploration and drilling program. During this time the Berg area gold mineralization was discovered south of the Boss mine.

In 1992, Kennecott Exploration staked claims northeast of the Boss mine and drilled 65 RC holes in 1993 to 1995 to discover the Castle mineralized zone east of the Boss mine. Fischer-Watt Gold Company (“FWG”) purchased the Kennecott claims in 1996 and staked additional claims around the periphery of the Kennecott block. Ground to the west and south, including the Berg and Black Rock zones, had become open and was staked by Platoro West Inc. (“Platoro”) earlier in 1996.

In 1998 Cordex leased the FWG claims, conducted RC drilling and estimated historical “Geologic Resources” for the Castle, Black Rock and Berg zones that together totaled 11.2 million short tons with an average grade of 0.024oz Au/ton. At that time Cordex was a subsidiary of Rayrock Resources Inc. This historical estimate is not in accordance with NI 43-101, Allegiant is not treating these historical resources as current mineral resources, and the authors caution the reader that this estimate should not be relied upon. The authors have not done sufficient work to classify the historical resources as current mineral resources and are unaware of what work needs to be done to upgrade or verify the historical estimate as current mineral resources.

Glamis Gold acquired Rayrock Resources in 1999 and the Castle project was terminated. Later in 1999, Platoro acquired the FWG claims, thereby consolidating the property. Seabridge Resources Inc. (“Seabridge”) leased the consolidated Castle area claims from Platoro in August 2000. No exploration work was conducted by Seabridge. Columbus (now Allegiant) acquired the Castle area property from Platoro and Seabridge in February 2017.

Geology and Mineralization

The Eastside and Castle property is located at the eastern flank of the Monte Cristo Range in western Nevada within the Walker Lane structural belt. The Walker Lane is host to several past and presently producing epithermal gold-silver deposits of greater than one million ounces of gold.

In and adjacent to the Monte Cristo Range, volcanic and associated volcanic-sedimentary rocks of Cenozoic ages overlie Paleozoic marine chert, shale, siliceous argillite, siltstone, fine-grained quartzite, and lesser limestone. The Cenozoic rocks include (1) Oligocene and Miocene ash-flow tuffs (24 to 26.7 Ma); (2) andesite flows, tuffs, dacite flows, and intrusive rocks of the Blair Junction sequence (15.7 to 22.2 Ma); (3) fresh-water lake sediments of the McLeans unit; (4) Gilbert Andesite (15 Ma) and (5) a series of rhyolite domes, associated rhyolite tuffs, and basaltic lava flows (7.2 Ma). Of particular importance are the 7.2 Ma high-level rhyolite domes, plugs and related pyroclastic deposits which host most of the gold and silver resources at the Eastside area of the project.

At the Eastside area, two sub-parallel, north-trending zones of gold and silver mineralization have been intersected with drilling, extending over 1km in a north-south direction, 700m east-west, and 500m vertically. Both zones are dominantly hosted in rhyolite. The Eastside deposit is open to the south, west and at depth.

Gold and silver mineralization at Eastside displays many classic low-sulfidation epithermal features. The low-grade gold domain is a halo of disseminated-like mineralization largely inside and to a lesser extent

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adjacent to the rhyolite as large irregular shapes mimicking the rhyolite geometry. The higher-grade zones are in part parallel to, and possibly controlled by, high-angle and moderate-angle contacts between rhyolite and andesite in the east and west zones, respectively, and also likely related to contacts between successive intrusive phases of rhyolite. While internal, successive, intrusive phase-related controls to mineralization are geologically reasonable, those shapes are in some cases somewhat speculative and geologically inferred. Silver mineralization is volumetrically smaller than the gold and lies mostly within the gold domains, but silver does not correlate with gold on a sample-by-sample basis.

Gold mineralization at the Boss mine and the Berg, Black Rock and Castle zones is associated with quartz stockworks and quartz-calcite-pyrite vein zones, and quartz-adularia, illite-pyrite and quartz-alunite alteration. Mineralization is largely concealed beneath surficial deposits and is mainly hosted by andesite of the Blair Junction sequence, as well as underlying and overlying rhyolite units. In places the mineralization extends into the Paleozoic basement rocks.

Quality Assurance / Quality Control (“QA/QC”)

The authors believe that the Eastside area drilling, sample preparation, analytical and sample security procedures provided samples that are mostly representative of the material sampled and of sufficient quality for use in classifying resources to Inferred category. A low bias in the pre-2016 field-duplicate reversecirculation (“RC”) samples compared to the originals was found and deserves further attention. That high bias in database values is partially offset by results from certified standards that show a slight low bias in the database values.

Historical drilling information for the Castle area has not yet been compiled, evaluated and verified, and no QA/QC analysis has been conducted. MDA recommends that Allegiant compile the drilling information that may be available so that data verification and QA/QC analyses can be conducted.

Metallurgical Testing and Mineral Processing

Three preliminary metallurgical studies of mineralized material from the Eastside gold-silver deposit have been conducted starting in 2014. All the tests were cyanide-leach bottle-roll tests on RC drill cuttings conducted by Kappes, Cassiday and Associates, in Reno, Nevada. This metallurgical work is not sufficient to accurately predict mill and heap-leach recoveries of gold and silver at Eastside, but the test results are sufficient to conclude that Eastside mineralization is amenable to cyanide extraction. Heap leach extractions are expected to be around 70% and 20% for gold and silver, respectively, using a three-stage crushing procedure. Milling with a fine grind is expected to result in extractions over 90% and around 50% for gold and silver, respectively.

Mineral Resource Estimate

Presently the Eastside gold and silver deposit is defined to a length of over 1km with a vertical extent of 500m and a width of about 700m. The deposit is open to the south, west and at depth. A significant outcome of Allegiant’s work has been the development of a good geologic model, based on 159 drill holes, which provided the basis of the current resource estimate.

The Eastside area drilling database contains 33,028 gold assays and 12,601 silver assays used for the estimation of the resources reported herein. The assigned densities range from 2.2g/cm3 for volcaniclastic sedimentary rocks and steam-heated altered rhyolite, to 2.6g/cm3 for undifferentiated basement Paleozoic rocks. The principal rhyolite host rock was assigned a density value of 2.35g/cm3.

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The underlying Eastside area geologic model of intrusive rhyolite domes cutting a sequence of andesitic volcanic and volcaniclastic rocks provided the foundation of the resource model. The geology was modeled on east-west cross sections spaced 40m apart. Using the geologic model as a guide, gold and silver domains were interpreted based on drill-sample grades and guided by geology on the same 40m sections.

Two gold domains were defined, one greater than ~0.04g Au/t and one greater than ~0.3g Au/t. One silver domain was defined above ~3g Ag/t. The low-grade gold domain is a halo of mineralization largely inside and to a lesser extent around the rhyolite as large irregular shapes mimicking the rhyolite geometry. The higher-grade gold domain is smaller and generally forms more linear zones, but also more irregular zones parallel to rhyolite boundaries. There are indications that higher-grade domains within the rhyolite may be related to internal rhyolite intrusive contacts. While this is geologically reasonable, and in some areas the domains have been modeled that way, some of those shapes are somewhat speculative. The domains can extend outside of the rhyolite into andesite units where about 20% of the mineralized material occurs. Just under 80% of the mineralization is oxidized, though there is no relationship yet determined between oxidation and cyanide recovery. Silver mineralization is volumetrically smaller than the gold, lies mostly within the gold domains, but does not correlate well with gold on a sample-by-sample basis.

Capping for each domain was determined by first assessing the grade above which the outliers occur. Caps of 3.0g Au/t, 15.0g Au/t, 1.0g Au/t, 150.0g Ag/t, and 5.0g Ag/t were applied for low-grade gold, high-grade gold, outside gold, inside silver, and outside silver domains, respectively. In total, 12 samples were capped in the low-grade gold domain, 11 samples were capped in the high-grade gold domain and 15 samples in the silver domain were capped. Samples were composited to 2m lengths after capping.

Four Eastside resource estimates were completed: polygonal, nearest neighbor, inverse distance to the third power, and kriged; the inverse distance to the third power is the reported estimate. The block model is not rotated, and the blocks are 6m north-south by 6m vertical by 6m east-west.

The authors classified the Eastside area resources giving consideration to the confidence in the underlying database, sample integrity, analytical precision/reliability, and geologic interpretations. Because of the complex geology caused by multiple rhyolite intrusions and because the factors that control the distribution of mineralization are not fully understood, all material in this estimate is classified as Inferred. The largest impediment to higher classification was the incomplete understanding of the controls on mineralization. Presently we assume that the controls are dominantly internal structures in the rhyolite, and possibly lithologic and structural controls in the andesite rocks. Table 1.1 presents the estimate of Inferred resources at Eastside.

Table 1.1 Eastside Inferred Gold Resources

Cutoff	Tonnes	Grade	Ounces	Grade	Ounces
g Au/t		g Au/t	Au	g Ag/t	Ag
0.15	57,050,000	0.54	996,000	4.3	7,838,000

These are reported at a cutoff of 0.15g Au/t which approximates anticipated economic cutoffs based on preliminary metallurgical test work and operations cost estimates for an envisioned open-pit with combined heap-leach and milling scenario. To determine the “reasonable prospects for eventual economic extraction” the authors chose to report the resource considering mining costs of $1.35/t and G&A costs of $0.50/t. Heap-leach and milling costs used were $4.60/t and $10.40/t, respectively. The price of gold and silver per ounce were $1,550 and $19.67, respectively. MDA ran a series of optimized pits using variable gold and silver prices, mining costs, processing costs and processing scenarios. Most scenarios showed small and consistent increases in contained mineralized material up to the highest gold and silver prices at $2,000 and $25.39 per ounce, respectively. However, there was a large jump in mineralized material

• 21 -

between gold prices of $1,500 and $1,525 per ounce, and in mineralized material at $1,750 per ounce. It is important to note that mineralization continues below and beyond the reporting-pit limits.

Conclusions and Recommendations

The Eastside and Castle project deserves a long-term commitment. Justified expenditures for the first phase of exploration would be around US$3.8 million, as shown in Table 1.2. After Phase I is completed, a decision would have to be made as to whether to proceed with a second phase of exploration with a cost likely to be well in excess of Phase I.

Table 1.2 Cost Estimate for the Recommended Program of Phase I

Category	Qty		USD	Unit Cost	Unit Cost
Eastside
Permitting			$500,000
Geochemical analyses	2,000	samples	$ 44,000	$22	/sample
Expansion drilling (RC and core)	3,000	meters	$340,000	$113	/m
Deepexploration drilling (core)	4,000	meters	$800,000	$200	/m
Exploration drilling	10,000	meters	$700,000	$70	/m
Exploration drillingroad building			$400,000
Metallurgy			$ 180,000
Geophysics(Magnetics)			$ 30,000
Geophysics(CSAMT and/or IP)			$100,000
Reportingandgeologic studies			$250,000
Contingency (rounded)	10%		$330,000
Sub-total for Eastside Area			$ 3,674,000
	Castle
Data Compilation			$ 25,000
Geologic Mapping			$ 10,000
Ground magnetic survey			$ 15,000
CSAMT survey			$ 25,000
Contingency (rounded)	10%		$ 10,000
Sub-total for Castle Area			$ 85,000
Total(rounded to 100,000s)			$ 3,800,000

Non-Material Properties

In addition to the Eastside Property, Allegiant holds the following mineral properties in the U.S.:

Bolo Property, Nevada

The Bolo project is located approximately 90 kilometers northeast of Tonopah, Nevada and comprises 187 unpatented lode mining claims and 1 patented lode mining claim (the Uncle Sam Patent). Allegiant holds a 100% interest in Bolo project, subject to underlying royalties.

On June 27, 2018, Allegiant entered into the Bolo Agreement with New Placer, pursuant to which New Placer may acquire up to a 50.01% undivided interest in Allegiant’s Bolo project by issuing common shares of New Placer to Allegiant and incurring certain exploration expenditures. See “General Development of the Business – Three Year History” above.

• 22 -

Four Metals, Arizona

The Four Metals project is located in the Patagonia District 16 kilometers north of Nogales, Santa Cruz County, Arizona. Subject to underlying royalties, Allegiant and MinQuest Ltd. each control a 50% interest in 16 claims and Allegiant controls a 100% interest in 24 claims that make up the project.

On April 19, 2018, Allegiant, Allegiant U.S., MinQuest Ltd., Barksdale and the Four Metals Optionee entered into the Four Metals Option Agreement, granting the Four Metals Optionee the option to earn a 100% interest in the Four Metals property. See “General Development of the Business – Three Year History” above.

Mogollon Project, New Mexico

The Mogollon project is located approximately 120 kilometers northwest of Silver City, Catron County, in southwest New Mexico. Allegiant holds a 100% interest in the Mogollon Project, subject to underlying royalties.

On June 19, 2018, Allegiant U.S. entered into the Mogollon Option Agreement with New Placer, granting New Placer an option to acquire a 100% interest in Allegiant’s Mogollon project by issuing common shares of New Placer with an aggregate value of $1,310,000 (US$1,000,000) over an approximate three-year period. On or about May 25, 2020, Allegiant was advised by New Placer that it will discontinue its option on the Mogollon project.

On August 21, 2020, Allegiant entered into an agreement with Summa Silver Corp. (“Summa”) wherein Summa can acquire a 75% interest in the Mogollon silver property in exchange for an initial cash payment of US$50,000 and the issuance of 200,000 common shares of Summa, subsequent cash and share payments valued at US$2,750,000 and by incurring exploration expenditures totalling US$3,000,000 over a period of three years. Summa can further acquire the remaining 25% interest in Mogollon by paying Allegiant an additional US$3,000,000 in either cash or common shares of Summa. See “General Development of the Business – Three Year History” above.

Browns Canyon, Nevada

The Browns Canyon project consists of 146 unpatented mining claims and is 100% owned by Allegiant, subject to underlying royalties. It is located on the highly prospective Battle Mountain Gold Trend of Nevada, which hosts some two dozen gold mines and over 100 million ounces of gold. Browns Canyon is approximately 20 kilometers southwest of the Archimedes/Ruby Hill open pit gold mine.

On December 13, 2018, Allegiant announced the completion of drilling at Browns Canyon (North Brown) and corresponding results announced on January 28, 2019. A total of 2,036 metres of rotary drilling in 11 holes were completed, and results were announced on January 28, 2019. There were no reportable gold intercepts from any of the holes, however, there are excellent grade gold samples (from nil up to 9 g/t gold) at the North Brown gold anomaly which are in angular, altered fragments, up to 0.3 meters in diameter, in a carbonate breccia horizon in the Devonian sequence. Allegiant believes the mineralized fragments in the breccia are transported along a flat fault from a local source near the North Brown anomaly. Field work and additional geophysical work will continue to discover the source of the mineralized breccia fragments.

Clanton Hills, Arizona

The Clanton Hills project is 100% owned by Allegiant, subject to underlying royalties, and is located 112 kilometers west of Phoenix, Arizona. Clanton Hills resembles many low-sulfidation, epithermal deposits

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in the Cordillera of the Western Hemisphere, but is unusual as silver and gold values are present over considerable widths, up to 30 metres, in the wall rocks of mineralized structures. Allegiant optioned Clanton Hills to Supernova in August 2020, but it was returned to Allegiant in March 2021 after a five hole drill program completed by Supernova in December 2020 did not reveal any significant assay results. Allegiant is actively trying to farm out the Clanton Hills project.

Goldfield West, Nevada

The Goldfield West project, 100% owned by Allegiant, subject to underlying royalties, is comprised of 81 unpatented mining claims and is located 8 kilometers west of Goldfield, Nevada.

Goldfield West lies just west of the Goldfield collapse caldera, which is approximately 8 kilometres in diameter. The caldera is built within Tertiary volcanic rocks, mostly andesite, rhyolite, and ash-flow tuffs built on a basement of Lower Paleozoic, deep-water, marine sedimentary rocks. High-grade gold, often exceeding 33 g/t gold, was produced from a large number of shallow shafts and adits within the caldera proper, mainly in 1905-1920. District production was reported to be more than 4.0 million ounces of gold. In addition, there are a number of gold deposits along the northern caldera wall (Black Butte, McMahon Ridge, Adams, Sandstorm/Kendall, and Gemfield). These deposits are lower in total sulfide and respond well to heap leaching. These deposits have been extensively drilled and cumulative resources now exceed one million ounces gold. None of these deposits have been mined, except for Adams, a Cordex discovery in the 1970’s, and are now controlled by Waterton.

The Goldfield West claims display a large zone of high-level hydrothermal alteration known as steamheated ground (also called acid-leached, solfataric, or advanced argillic). Small young rhyolite domes and dikes (less than 10 million years old) are scattered throughout the claim block, making Goldfield West geologically identical to the upper levels of the Eastside alteration system. The steam-heated alteration in composed of very fine silica, alunite, and kaolinite. This type of alteration is formed by vapors streaming up from a boiling water table at depth. Steam-heated ground is usually devoid of precious metals, even if it lies directly above significant gold and silver ore zones, but can be high in mercury which can be transported as a gas in the vapors.

Overland Pass, Nevada

The Overland Pass project is 100% owned by Allegiant, subject to underlying royalties, and is located approximately 90 kilometers south of Elko, Nevada. Overland is situated at the southern end of the Carlin Trend, approximately 6.5 kilometers north of Barrick Gold’s Bald Mountain gold mine. Allegiant is actively trying to farm out the Overland Pass project.

White Horse Flats, Nevada

The White Horse Flats project is 100% owned by Allegiant, subject to underlying royalties, and is located approximately 43 kilometers south of Wendover, Nevada. The property is 13 kilometers east of the Kinsley Mine, which has reported past production from a Carlin-type deposit. Allegiant is actively trying to farm out the White Horse Flats project.

White Horse North, Nevada

The White Horse North project is 100% owned by Allegiant, subject to underlying royalties, and is located approximately 74 kilometers south of Wendover, Nevada. Allegiant is actively trying to farm out the White Horse North project.

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The drill target on the property is a Carlin-type gold deposit, similar to the nearby Kinsley Mountain project of New Placer Dome Gold Corp., the Alligator Ridge deposit, and the Rain/Emigrant gold mine of Newmont.

DIVIDENDS AND DISTRIBUTIONS

Allegiant has not paid any cash dividends or distributions since its incorporation. Allegiant currently intends to retain future earnings, if any, for use in its business and does not anticipate paying dividends on its common shares in the foreseeable future. Any determination to pay any future dividends will remain at the discretion of Allegiant’s board of directors and will be made taking into account its financial condition and other factors deemed relevant by the board. There are no restrictions that prevent Allegiant from paying dividends or distributions. Allegiant is limited in its ability to pay dividends on its common shares by generally applicable restrictions under corporate law referred to “solvency tests”.

DESCRIPTION OF CAPITAL STRUCTURE

Common Shares

The authorized share capital of Allegiant consists of an unlimited number of common shares. As of June 11, 2021, there are 78,360,608 common shares issued and outstanding.

Holders of common shares are entitled to receive notice of any meetings of shareholders of Allegiant, to attend and to cast one vote per common share at all such meetings. Holders of common shares do not have cumulative voting rights with respect to the election of directors and, accordingly, holders of a majority of the common shares entitled to vote in any election of directors may elect all directors standing for election. Holders of common shares are entitled to receive on a pro rata basis such dividends, if any, as and when declared by Allegiant’s board of directors at its discretion from funds legally available therefor and upon the liquidation, dissolution or winding up of Allegiant are entitled to receive on a pro rata basis the net assets of Allegiant after payment of debts and other liabilities, in each case subject to the rights, privileges, restrictions and conditions attaching to any other series or class of shares ranking senior in priority to or on a pro rata basis with the holders of common shares with respect to dividends or liquidation. The common shares do not carry any pre-emptive, subscription, redemption or conversion rights, nor do they contain any sinking or purchase fund provisions.

Share Options

The following table sets out the number of common shares issuable pursuant to outstanding share options as of the date hereof, along with the exercise price and expiry of the share options.

Number of Share Options	Exercise Price per Share Option	Expiry Date
140,000	$0.60	January 30,2023
200,000	$0.55	September 14, 2022
750,000	$0.10	September 20, 2024

Restricted Share Units

The following table sets out the number of common shares issuable pursuant to outstanding restricted share units as of the date hereof, along with the exercise price and expiry date of the restricted share units.

	Number of Restricted Share Units	Exercise Price per Restricted Share Unit	Expiry Date

• 25 -

2,325,000

December 31, 2023

N/A

Warrants

The following table sets out the number of common shares issuable pursuant to outstanding share purchase warrants as of the date hereof, along with the exercise price and expiry date of the warrants.

Number of Warrants	Exercise Price per Warrant	Expiry Date
2,710,896	$0.40	December 11, 2021(1)
2,872,200	$0.40	December 25, 2021(1)
809,000	$0.40	January 6,2022(1)

(1) In the event that the closing price of the Company’s common shares on the TSXV (or such other exchange on which the Company’s Shares may become traded) is $0.60 or greater per share during any ten (10) consecutive trading day period at any time subsequent to four months and one day after the closing date, the warrants will expire at 4:00 p.m. (Vancouver time) on the 30[th] day after the date on which the Company provides notice of such accelerated expiry to the holders of the warrants.

MARKET FOR SECURITIES

Trading Price and Volume

The common shares of the Company are listed and posted for trading in Canada on the TSXV under the symbol “AUAU”. The following table sets forth information relating to the trading of the common shares on the TSXV for the months indicated since the beginning of the most recently completed financial year.

Month	High ($)	Low ($)	Volume
June 1 - 11 2021	0.48	0.39	2,791,600
May 2021	0.46	0.235	4,933,000
April 2021	0.29	0.23	986,700
March 2021	0.28	0.23	1,065,800
February 2021	0.31	0.25	1,569,100
January 2021	0.33	0.26	1,370,000
December 2020	0.34	0.265	1,825,400
November 2020	0.37	0.255	2,431,400
October 2020	0.48	0.29	2,690,600
September 2020	0.71	0.36	6,509,100
August 2020	0.425	0.315	1,948,300
July 2020	0.46	0.31	2,350,400
June 2020	0.385	0.27	1,591,300
May 2020	0.35	0.22	979,606
April 2020	0.25	0.12	739,058
March 2020	0.145	0.085	588,456
February 2020	0.20	0.10	1,507,903
January 2020	0.23	0.17	1,249,635
December 2019	0.22	0.13	1,308,586
November 2019	0.135	0.07	3,607,574
October 2019	0.115	0.075	2,112,287

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Prior Sales

Since the beginning of the most recently completed financial year, Allegiant has issued the following securities that are not listed or quoted on any marketplace:

Date of Issuance	Type of Security	Exercise Price	Number of Securities
March 18, 2020	Restricted Share Units	N/A	3,000,000
May21,2020	Share Options	$0.28	350,000
June 11, 2020	Share Purchase Warrants	$0.40	2,582,496
June 11, 2020	Finder’s Warrants	$0.40	158,400
June 25, 2020	Share Purchase Warrants	$0.40	2,631,000
June 25, 2020	Finder’s Warrants	$0.40	241,200
July 6,2020	SharePurchase Warrants	$0.40	790,000
July 6, 2020	Finder’s Warrants	$0.40	72,000
September 4,2020	Restricted Share Units	N/A	200,000
September 24, 2020	Restricted Share Units	N/A	100,000
September 24, 2020	Share Options	$0.55	200,000

ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER

As at September 30, 2020 and as at the date of this AIF, none of the securities of Allegiant are held, to the Company’s knowledge, in escrow or are subject to a contractual restriction on transfer.

DIRECTORS AND OFFICERS

Name, Occupation and Security Holdings

The following table sets forth the name, province/state and country of residence, position held with Allegiant and principal occupation for the past five years of each person who is a director and/or an officer of Allegiant.

Name,
Province/State and
Country of Residence	Position(s) with Allegiant	Principal Occupation for the Past Five Years
Peter Gianulis	CEO since September 16, 2019;	Founder, President and Managing Director of
Florida, USA	Director since September 26, 2017;	Carrelton Asset Management (May 2005 to
		present)
Norman Pitcher	Director since December 18, 2017;	CEO of Mirasol Resources Ltd. (February 2019
British Columbia, Canada	Member of Audit Committee	to present); President of Eldorado Gold
		Corporation (June 2012 to December 2015)
Shawn Nichols	Director since October 1, 2019;	Lawyer Admitted to the Bar in the Province of
Ontario, Canada	Member of Audit Committee	Ontario (not currently practicing)
Sean McGrath	CFO and Corporate Secretary since	Chartered Professional Accountant (CPA, CGA)
British Columbia, Canada	October 1, 2019	in Canada and a former Certified Public
		Accountant (Illinois) in the United States of
		America

• 27 -

Name, Province/State and Country of Residence Position(s) with Allegiant Andy Wallace Nevada, USA Director since July 21, 2020 Gordon Bogden Ontario, Canada Director since March 11, 2021 Member of Audit Committee	Principal Occupation for the Past Five Years Certified Professional Geologist (CPG) with the American Institute of Professional Geologists and a Principal of Cordex Exploration Mr. Bogden is the Founder and Chairman of Black Loon Group, a private mining investment and financial advisory company

Directors of Allegiant hold office until the conclusion of each annual general meeting. Officers are appointed by the Board and serve at the pleasure of the Board.

As at June 10, 2021, the directors and executive officers of Allegiant, as a group, beneficially owned, directly and indirectly, or exercised control or direction over 11,423,197 common shares, representing approximately 15% of the total number common shares outstanding before giving effect to the exercise of share options, share purchase warrants or restricted share units held by such directors and executive officers.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Except as disclosed below, no director or executive officer of Allegiant:

• (a) is, or within ten years prior to the date hereof has been, a director, chief executive officer or chief financial officer of any company (including Allegiant) that, (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

• (b) or a shareholder holding a sufficient number of securities of Allegiant to affect materially control of Allegiant, (i) is, or within ten years prior to the date hereof has been, a director or executive officer of any company (including Allegiant) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (ii) has, within ten years prior to the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder, and

• (c) or a shareholder holding a sufficient number of securities of Allegiant to affect materially the control of Allegiant, has been subject to (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in

• 28 -

making an investment decision.

Conflicts of Interest

Some of the proposed directors and officers of Allegiant or a subsidiary of Allegiant are or may be engaged in business activities on their own behalf and on behalf of other corporations, and situations may arise where some of the directors may be in potential conflict of interest with Allegiant. Conflicts, if any, will be subject to the procedures and remedies under the BCBCA. This legislation states that where a director has such a conflict, that director must, at a meeting of Allegiant’s directors, disclose his or her interest and refrain from voting for or against the approval of such participation or such terms unless otherwise permitted. In accordance with the laws of the Province of British Columbia, the directors and officers of Allegiant are required to act honestly, in good faith and in the best interests of shareholders.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

Legal Proceedings

Allegiant is not aware of any actual or pending material legal proceedings to which the Company is or is likely to be a party or of which any of its property is or is likely to be the subject.

Regulatory Actions

No penalties or sanctions were imposed against the Company by a court relating to securities legislation or by a securities regulatory authority during the year ended September 30, 2020.

No penalties or sanctions were imposed by a court or regulatory body against Allegiant that would likely be considered important to a reasonable investor in making an investment decision.

Allegiant did not enter into any settlement agreements before a court relating to securities legislation or with a securities regulatory authority during the year ended September 30, 2020.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Except as otherwise disclosed herein, none of the directors, executive officers, or shareholders beneficially owning or exercising control or direction over, directly or indirectly, common shares of the Company carrying more than 10% of the voting rights attached to all common shares outstanding, and no associate or affiliate of the foregoing persons, has or has had any material interest, direct or indirect, in any transaction within the three most recently completed financial years or during the current financial year which has materially affected or is reasonably expected to materially affect Allegiant or any of its subsidiaries.

Pursuant to a consulting agreement with Peter Gianulis, effective September 16, 2019 the Company engaged Mr. Gianulis to provide CEO services to the Company for a fee of $144,000 per year (including $18,000 for approved recurring expenses). The agreement had a term of one year, but would automatically renew without 90 day advance notice of termination. The agreement was terminated by mutual agreement between Allegiant and Mr. Gianulis effective June 30, 2020. Allegiant and Mr. Gianulis entered into a new consulting agreement effective July 1, 2020 pursuant to which the Company engaged Mr. Gianulis to provide CEO services to the Company for a fee of US$144,000 per year. The agreement has a term of one year, but it will automatically renew without three-month advance notice of termination.

Pursuant to a consulting agreement with SCM Consulting Corp. (“SCM”), a private British Columbia company wholly-owned by Sean McGrath, effective October 1, 2019 the Company engaged SCM to

• 29 -

provide accounting services to the Company as well as CFO and Corporate Secretary services to be performed by Mr. McGrath for a fee of $72,000 per year. The agreement had a term of one year, but would automatically renew without 90 day advance notice of termination. The agreement was terminated by mutual agreement between Allegiant and SCM effective June 30, 2020. Allegiant and SCM entered into a new consulting agreement effective July 1, 2020 pursuant to which the Company engaged SCM to provide accounting services to the Company as well as CFO and Corporate Secretary services to be performed by Mr. McGrath for a fee of $96,000 per year. The agreement has a term of one year, but it will automatically renew without three-month advance notice of termination.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Company’s common shares is Computershare Investor Services Inc. at its principal office in Vancouver, British Columbia.

MATERIAL CONTRACTS

Except for contracts made in the ordinary course of business, Allegiant did not enter into any material contract (i) during the most recently completed financial year, or (ii) before the most recently completed financial year if such material contract is still in effect.

INTERESTS OF EXPERTS

Steven Ristorcelli and Derick Unger are qualified persons as defined by NI 43-101 in connection with the Eastside Technical Report prepared in accordance with NI 43-101 from which technical information contained in this AIF has been derived.

The Eastside Technical Report is available on SEDAR at www.sedar.com under Allegiant’s profile and a summary of the report is contained in this AIF under “Description of the Business – Eastside Property, Esmerelda County, Nevada”.

Steven Ristorcelli and Derick Unger did not hold any securities of Allegiant or of any associate or affiliate of Allegiant when they prepared the report referred to above or following the preparation of such report nor did they receive any direct or indirect interest in any securities of Allegiant or of any associate or affiliate of Allegiant in connection with the preparation of such report. Neither Steven Ristorcelli or Derick Unger is currently expected to be elected, appointed or employed as a director, officer or employee of Allegiant or of any associate or affiliate of Allegiant.

Davidson & Company LLP ( “Davidson” ) are the independent auditors for Allegiant and Davidson audited the annual financial statements for the year ended September 30, 2020. Davidson has confirmed that they are independent with respect to Allegiant within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations.

Dale Matheson Carr-Hilton Labonte LLP ( “DMCL” ) were the independent auditors for Allegiant until their resignation on June 18, 2020. DMCL audited Allegiant’s financial statements for the financial years ended September 30, 2019 and 2018. DMCL has confirmed that they are independent with respect to Allegiant within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations.

• 30 -

AUDIT COMMITTEE

Allegiant’s audit committee (the “Audit Committee” ) is responsible for monitoring Allegiant’s systems and procedures for financial reporting and internal control, reviewing certain public disclosure documents and monitoring the performance and independence of Allegiant’s external auditors. The committee is also responsible for reviewing Allegiant’s annual audited financial statements, unaudited quarterly financial statements and management’s discussion and analysis of financial results of operations for both annual and interim financial statements and review of related operations prior to their approval by the full board of directors of Allegiant.

The Audit Committee’s charter sets out its responsibilities and duties, qualifications for membership, procedures for committee member removal and appointment and reporting to Allegiant’s board of directors. A copy of the charter is attached hereto as Schedule “A”.

The following are the current members of the Committee:

Gordon Bogden	Independent	Financially literate
Norman Pitcher	Independent	Financially literate
Shawn Nichols	Independent	Financially literate

Of the three members of the Audit Committee, Norman Pitcher and Shawn Nichols are “independent” and all three members are “financially literate” as those terms are defined by National Instrument 52-110 Audit Committees ( “NI 52-110” ).

Relevant Education and Experience

Set out below is a description of the education and experience of each Audit Committee member that is relevant to the performance of his responsibilities as an Audit Committee member.

Gordon Bogden – Mr. Bogden is the founder and chairman of Black Loon Group, a private mining investment and financial advisory company. He began his professional career as an engineer and geophysicist moving on to CIBC World Markets as a mining investment banker, then to N.M. Rothschild Canada, Newcrest Capital Inc., and National Bank Financial, advising on over $20-billion of M&A and capital markets transactions. Mr. Bogden retired from investment banking in 2012 after the acquisition of Gryphon Partners, where he was a co-founder and managing partner, by Standard Chartered Bank. Mr. Bogden is a former director of several public mining companies including: Royal Gold Inc., IAMGOLD Corp., International Royalty Corp. (acquired by Royal Gold Inc.), Volta Resources Inc. (acquired by B2Gold Corp.), Orvana Minerals Corp., Canplats Resources Corp. (acquired by Goldcorp Inc.). He is the current chairman of the board of the Canada Mining Innovation Council. In 2013, he was awarded the Queen Elizabeth II Diamond Jubilee Medal for his work with Right To Play where he continues as a member of the Canadian advisory board.

Norman Pitcher – Mr. Pitcher has been the President and CEO of Ensign Gold since March 2021. Mr. Pitcher was the President & CEO of Mirasol Resources Ltd from February 1, 2019 to February 1, 2021. From 2012 to 2015, Mr. Pitcher served as the President of Eldorado Gold Corporation, a Canadian mid-tier gold producer with a market capitalization exceeding a billion dollars. Prior to this, he served as Eldorado’s Chief Operating Officer. During his 30-year career, Mr. Pitcher has also worked with Pan American Silver, H.A. Simons, Ivanhoe Gold and Pioneer Metals. He has extensive international expertise in exploration, evaluation and mining of open-pit and underground mineral deposits. Mr. Pitcher is a Professional Geologist and is a graduate of the University of Arizona with a Bachelor of Science in Geology.

• 31 -

Shawn Nichols - Mr. Nichols has over 30 years of experience in capital markets having worked as Senior Investment Counsel and Assistant Corporate Secretary for Citibank Canada. Mr. Nichols also served as Director of Capital Markets for Scotia Capital Inc., from 2002-2014. He holds a Master of Laws Degree from Boston University and Bachelor of Laws Degree from Osgoode Hall Law School in Toronto, Ontario.

Pre-Approval Policies and Procedures

The Audit Committee’s charter sets out responsibilities regarding the provision of non-audit services by Allegiant’s external auditors. This policy encourages consideration of whether the provision of services other than audit services is compatible with maintaining the auditor’s independence and requires Audit Committee pre-approval of permitted audit and audit-related services.

External Auditor Service Fees

The aggregate fees billed by Allegiant's external auditors for audit fees are as follows:

Financial Year Ending	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
2020	$26,317	-	$6,500	-
2019	$30,600	-	$9,000	-

Exemption in Section 6.1 of NI 52-110

Section 6.1 of NI 52-110 provides an exemption for a venture issuer from the requirements of Parts 3 (Composition of the Audit Committee) and 5 (Reporting Obligations) of NI 52-110. Allegiant is voluntarily filing this AIF.

ADDITIONAL INFORMATION

Additional information relating to Allegiant can be found on SEDAR at www.sedar.com. Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of Allegiant’s securities and securities authorized for issuance under equity compensation plans is contained in the management information circular of Allegiant filed on SEDAR at www.sedar.com. Additional financial information is provided in Allegiant’s audited financial statements and management’s discussion and analysis for the financial year ended September 30, 2020.

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SCHEDULE “A”

ALLEGIANT GOLD LTD. AUDIT COMMITTEE CHARTER

I. Mandate

The primary function of the Audit Committee (the " Committee ") is to assist the Board of Directors in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by Allegiant to regulatory authorities and shareholders, Allegiant’s systems of internal controls regarding finance and accounting and Allegiant’s auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, Allegiant’s policies, procedures and practices at all levels. The Committee’s primary duties and responsibilities are to:

• Serve as an independent and objective party to monitor Allegiant’s financial reporting and internal control system and review Allegiant’s financial statements.

• Review and appraise the performance of Allegiant’s external auditors.

• Provide an open avenue of communication among Allegiant’s auditors, financial and senior management and the Board of Directors.

II. Composition

The Committee shall be comprised of three Directors as determined by the Board of Directors, the majority of whom shall be free from any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of his or her independent judgment as a member of the Committee.

At least one member of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of Allegiant's Charter, the definition of "financially literate" is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by Allegiant's financial statements.

The members of the Committee shall be elected by the Board of Directors at its first meeting following the annual shareholders’ meeting. Unless a Chair is elected by the full Board of Directors, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.

III. Meetings

The Committee shall meet at least quarterly , or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee will meet at least annually with the Chief Financial Officer and the external auditors in separate sessions.

IV. Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

Documents/Reports Review

1. Review and update its Charter annually.

2. Review Allegiant's financial statements, MD&A and any annual and interim earnings, press releases before Allegiant publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors.

External Auditors

1. Review annually, the performance of the external auditors who shall be ultimately accountable to the Board of Directors and the Committee as representatives of the shareholders of Allegiant.

2. Obtain annually, a formal written statement of external auditors setting forth all relationships between the external auditors and Allegiant, consistent with Independence Standards Board Standard 1.

3. Review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors.

4. Take, or recommend that the full Board of Directors take, appropriate action to oversee the independence of the external auditors.

5. Recommend to the Board of Directors the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval.

6. At each meeting, consult with the external auditors, without the presence of management, about the quality of Allegiant’s accounting principles, internal controls and the completeness and accuracy of Allegiant's financial statements.

7. Review and approve Allegiant's hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of Allegiant.

8. Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements.

9. Review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by Allegiant’s external auditors. The preapproval requirement is waived with respect to the provision of non-audit services if:

10. i. the aggregate amount of all such non-audit services provided to Allegiant constitutes not more than five percent of the total amount of revenues paid by Allegiant to its external auditors during the fiscal year in which the non-audit services are provided;

11. ii. such services were not recognized by Allegiant at the time of the engagement to be nonaudit services; and

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13. iii. such services are promptly brought to the attention of the Committee by Allegiant and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board of Directors to whom authority to grant such approvals has been delegated by the Committee.

Provided the pre-approval of the non-audit services is presented to the Committee's first scheduled meeting following such approval such authority may be delegated by the Committee to one or more independent members of the Committee.

Financial Reporting Processes

1. In consultation with the external auditors, review with management the integrity of Allegiant's financial reporting process, both internal and external.

2. Consider the external auditors’ judgments about the quality and appropriateness of Allegiant’s accounting principles as applied in its financial reporting.

3. Consider and approve, if appropriate, changes to Allegiant’s auditing and accounting principles and practices as suggested by the external auditors and management.

4. Review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments.

5. Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.

6. Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.

7. Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.

8. Review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters.

9. Review certification process.

10. Establish a procedure for the confidential, anonymous submission by employees of Allegiant of concerns regarding questionable accounting or auditing matters.

11. Review any related-party transactions.

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