ALTINA CAPITAL CORP.

FILING STATEMENT

in respect of the Qualifying Transaction involving

Aeonian Resources Ltd.

Dated as at April 29, 2025

Neither the TSX Venture Exchange Inc. nor any securities regulatory authority has in any way passed upon the merits of the Qualifying Transaction described in this Filing Statement.

All information contained in this Filing Statement with respect to Altina Capital Corp. ("Altina") was supplied by Altina for inclusion herein.

All information contained in this Filing Statement with respect to Aeonian Resources Ltd. ("Aeonian") was supplied by Aeonian for inclusion herein.

GLOSSARY ... 5
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ... 11
INFORMATION PERTAINING TO AEONIAN ... 11
NOTICE TO INVESTORS ... 12
Presentation Currency ... 12
Financial Statement Information ... 12
Market Data ... 12
SUMMARY OF FILING STATEMENT ... 13
THE COMPANIES ... 13
Altina ... 13
Altina Sub. ... 13
Aeonian ... 13
THE QUALIFYING TRANSACTION ... 13
The Resulting Issuer ... 13
Concurrent Financing ... 14
The Amalgamation ... 15
Interests of Any Insider, Promoter or Control Person ... 17
Non-Arm’s Length Qualifying Transaction ... 18
Market For Securities and Market Price ... 18
Sponsorship ... 18
Conflicts of Interest ... 18
Interests Of Experts ... 19
Conditional Listing Approval ... 19
Summary Risk Factors ... 19
PART I - INFORMATION CONCERNING ALTINA ... 21
Corporate Structure ... 21
General Development of Altina’s Business ... 21
The Qualifying Transaction ... 21
The Altina Financing ... 22
Selected Financial Information and Management’s Discussion and Analysis ... 22
Description of Securities of Altina ... 23
Stock Option Plan ... 23
Prior Sales ... 24
Stock Exchange Price ... 25
Non-Arm’s Length Party Transaction ... 25
Legal Proceedings ... 25
Auditor, Transfer Agent and Registrar ... 25
Material Contracts ... 25

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PART II – INFORMATION CONCERNING AEONIAN

Corporate Structure ... 26
General Development and Description of the Business ... 26
Stated Business Objectives ... 26
History ... 26
Management’s Discussion and Analysis ... 63
Description of the Securities ... 63
Consolidated Capitalization of Aeonian ... 64
Prior Sales of Securities of Aeonian ... 64
Compensation of Executive Officers and Directors ... 66
Non-Arm’s Length Transactions ... 68
Legal Proceedings ... 69
Material Contracts ... 69

PART III – INFORMATION CONCERNING THE RESULTING ISSUER

Corporate Structure ... 70
Description of the Business ... 70
Description of the Securities ... 71
Pro Forma Consolidated Capitalization ... 71
Fully Diluted Share Capital ... 72
Estimated Available Funds and Principal Purposes ... 72
Selected Pro Forma Consolidated Financial Information ... 73
Dividend Policy ... 74
Principal Security Holders ... 74
Executive Compensation ... 83
Indebtedness Of Directors and Officers ... 84
Investor Relations Arrangements ... 84
Options ... 84
Stock Option Plan ... 85
Escrowed Securities ... 85

PART IV – RISK FACTORS

Business Risks ... 89
Risks Related to the Common Shares and Completion of the Qualifying Transaction ... 93

PART V – GENERAL MATTERS

Auditor, Transfer Agent and Registrar ... 94
Sponsorship ... 94
Relationships ... 94
Experts ... 94
Other Material Facts ... 95
Board Approval ... 95

CERTIFICATE OF ALTINA CAPITAL CORP. ...96
CERTIFICATE OF AEONIAN RESOURCES LTD. ...97
ACKNOWLEDGMENT – PERSONAL INFORMATION ...98

SCHEDULE “A” – Audited financial statements of Altina for the years ended December 31, 2023 and 2022, and unaudited interim financial statements of Altina for the three and nine months ended September 30, 2024

SCHEDULE “B” – Management’s discussion and analysis of Altina years ended December 31, 2023 and 2022 and the three and nine months ended September 30, 2024

SCHEDULE “C” – Audited financial statements of Aeonian for the years ended October 31, 2024 and 2023

SCHEDULE “D” – Management’s discussion and analysis of Aeonian for the years ended October 31, 2024, and 2023

SCHEDULE “E” – Unaudited interim condensed financial statements of Aeonian for the three months ended January 31, 2025

SCHEDULE “F” – Management’s discussion and analysis of Aeonian for the three months ended January 31, 2025

SCHEDULE “G” – Unaudited pro forma statement of financial position for the Resulting Issuer as at September 30, 2024

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GLOSSARY

The following is a glossary of certain general terms used in this Filing Statement, including the summary hereof. Terms and abbreviations used in the financial statements included in, or appended to this Filing Statement are defined separately and the terms and abbreviations defined below are not used therein, except where otherwise indicated. Words importing the singular, where the context requires, include the plural and vice versa and words importing any gender include all genders.

"Aeonian" means Aeonian Resources Ltd.;

"Aeonian Shares" means the common shares in the capital of Aeonian;

"Aeonian Financial Statements" means the audited financial statements of Aeonian for the years ended October 31, 2024 and 2023 and the unaudited interim condensed financial statements of Aeonian for the three months ended January 31, 2025, which are attached to this Filing Statement as Schedule "C" and "E", respectively;

"Aeonian Financing" means the private placement of 1,300,000 Aeonian Units completed on December 30, 2024, for gross proceeds of $130,000;

"Aeonian MD&A" means the management's discussion and analysis of Aeonian for the years ended October 31, 2024 and 2023 and the management's discussion and analysis of Aeonian for the three months ended January 31, 2025, which are attached to this Filing Statement as Schedule "D" and "F", respectively;

"Aeonian Named Executive Officers" means Aeonian's CEO and CFO;

"Aeonian Shareholders" means the holders of the Aeonian Shares;

"Aeonian Shares" means common shares in the capital of Aeonian;

"Aeonian Units" means units of Aeonian securities issued pursuant to the Aeonian Financing, each comprised of one (1) Aeonian Share that qualifies as a "flow-through share" within the meaning of section 66(15) of the Income Tax Act (Canada) and one-half of one (1/2) Aeonian Share purchase warrant, with each whole warrant being exercisable to acquire one (1) additional Aeonian Share at an exercise price of $0.15 for a period of two years from date of issuance;

"Aeonian Warrants" means warrants to purchase Aeonian Shares;

"Altina" means Altina Capital Corp.;

"Altina Financial Statements" means the audited financial statements of Altina for the years ended December 31, 2023 and 2022, and the unaudited condensed interim financial statements of Altina for the three and nine months ended September 30, 2024, which are attached to this Filing Statement as Schedule "A";

"Altina Financing" means the private placement of 7,710,00 Altina Units completed on April 8, 2025, for gross proceeds of $771,000;

"Altina MD&A" means the management's discussion and analysis of Altina for the years ended December 31, 2023 and 2022 and for the three and nine months ended September 30, 2024, which are attached to this Filing Statement as Schedule "B";

"Altina Option Plan" means the stock option plan of Altina;

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"Altina Options" means the options granted pursuant to the Altina Option Plan, entitling the holders thereof to acquire Common Shares;

"Altina Shares" means common shares in the capital of Altina;

"Altina Shareholders" means the holders of Altina;

"Altina Sub" means 1472748 B.C. Ltd., a wholly-owned subsidiary of Altina incorporated under the laws of the British Columbia;

"Altina Units" means units of Altina securities issued pursuant to the Altina Financing, each to be comprised of one (1) Altina Share and one (1) Altina Share purchase warrant, with each warrant being exercisable to acquire one (1) additional Altina Share at an exercise price of $0.15 for a period of two years from date of issuance;

"Altina Warrants" means warrants to purchase Common Shares;

"Amalco" means Aeonian, which shall be the surviving corporation of the Amalgamation of Altina Sub with Aeonian pursuant to the Amalgamation;

"Amalgamating Companies" means Aeonian and Altina Sub;

"Amalgamation" means the combination of the businesses of Altina and Aeonian by way of three-cornered amalgamation, whereby Altina Sub and Aeonian will amalgamate under the laws of the British Columbia, pursuant to which Aeonian will become a wholly-owned subsidiary of Altina in accordance with the Amalgamation Agreement;

"Amalgamation Agreement" means the Amended and Restated Amalgamation Agreement among Altina, Aeonian and Altina Sub dated November 15, 2024, as amended, restated, supplemented or otherwise modified from time to time, providing for, among other things, the Amalgamation;

"Amalgamation Closing" means the completion of the amalgamation pursuant to the Amalgamation Agreement on the Effective Date;

"Affiliate" means a Company that is affiliated with another Company as described below:

A Company is an "Affiliate" of another Company if:

one of them is the subsidiary of the other; or

each of them is controlled by the same Person.

A Company is "controlled" by a Person if:

(a) voting securities of the Company are held, other than by way of security only, by or for the benefit of that Person; and
(b) the voting securities, if voted, entitle the Person to elect a majority of the directors of the Company.

A Person beneficially owns securities that are beneficially owned by:

(a) a Company controlled by that Person; or
(b) an Affiliate of that Person or an Affiliate of any Company controlled by that Person;

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"Associate" when used to indicate a relationship with a person or Company, means

(a) an issuer of which the person or Company beneficially owns or controls, directly or indirectly, voting securities entitling him to more than 10% of the voting rights attached to outstanding securities of the issuer,

(b) any partner of the person or Company,

(c) any trust or estate in which the person or Company has a substantial beneficial interest or in respect of which a person or Company serves as trustee or in a similar capacity,

(d) in the case of a person, a relative of that person, including:

(i) that person’s spouse or child, or

(ii) any relative of the person or of his spouse who has the same residence as that person, but

(e) where the TSXV determines that two persons shall, or shall not, be deemed to be associates with respect to a Member firm, Member corporation or holding Company of a Member corporation, then such determination shall be determinative of their relationships in the application of Rule D of the TSXV with respect to that Member firm, Member corporation or holding company;

"Available Funds" means the estimated working capital (total current assets less total current liabilities) which will be available to the Resulting Issuer (including the working capital of both of Altina and Aeonian, as at the most recent month end preceding the date of this Filing Statement, after giving effect to the Amalgamation, the Concurrent Financing;

"Board" means the board of directors of Altina or the Resulting Issuer, as the context requires;

"BCBCA" means the Business Corporations Act (British Columbia);

"Black Dragon" means Black Dragon Financial Consulting Services Inc.;

"Black Dragon Agreement" means the consulting services agreement between Aeonian and Black Dragon dated February 17, 2023;

"CEO" means Chief Executive Officer;

"CFO" means Chief Financial Officer;

"Common Share" means a common share in the capital of Altina or the Resulting Issuer, as the context requires;

"Company" unless specifically indicated otherwise, means a corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity other than an individual;

"Completion of the Qualifying Transaction" or "Completion Date" means the date the Final Exchange Bulletin is issued by the TSXV;

"Concurrent Financing" means the, collectively, the Aeonian Financing and the Altina Financing, for collective aggregate gross proceeds of no less than $800,000;

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"Control Person" means any person or Company that holds or is one of a combination of persons or companies that holds a sufficient number of any of the securities of an issuer so as to affect materially the control of that issuer, or that holds more than 20% of the outstanding voting securities of an issuer, except where there is evidence showing that the holder of those securities does not materially affect the control of the issuer;

"CPC" means a corporation:

(a) that has been incorporated or organized in a jurisdiction in Canada,
(b) that has filed and obtained a receipt for a preliminary CPC prospectus from one or more of the securities regulatory authorities in compliance with the CPC Policy, and
(c) in regard to which the Completion of the Qualifying Transaction has not yet occurred;

"CPC Escrow Agreement" means the amended Form 2F CPC Escrow Agreement dated September 15, 2021 among Altina, the Escrow Agent, and certain Altina Shareholders;

"CPC Escrow Shares" means the securities of Altina held in escrow pursuant to the CPC Escrow Agreement;

"CPC Policy" means Policy 2.4 – Capital Pool Companies of the TSXV Corporate Finance Manual;

"Dissenting Shareholder" means a shareholder exercising their dissent rights in accordance with Section 242 of the BCBCA;

"Effective Date" means the date when the Amalgamation becomes effective as established by the date of issue shown on the certificate giving effect to the Amalgamation pursuant the Amalgamation Agreement;

"Effective Time" means the effective time of the Qualifying Transaction;

"Eligible Persons" means the "Employees", "Directors" or "Consultants" (as defined in the TSXV Corporate Finance Policies) for purposes of the Resulting Issuer Option Plan;

"Escrow Agent" means Computershare Investor Services Inc., a trust corporation having an office in the City of Vancouver in its capacity as escrow agent pursuant to the terms of the CPC Escrow Agreement;

"Exchange Ratio" means the exchange ratio of 1 Resulting Issuer Shares for each Aeonian Common Share;

"Filing Statement" means this filing statement, together with all schedules attached hereto and including the summary thereof;

"Final Exchange Bulletin" means the TSXV bulletin which is issued following the closing of the Qualifying Transaction and the submission of all required documentation and that evidences the final TSXV acceptance of the Qualifying Transaction;

"Gilnockie Agreement" means the purchase agreement between Aeonian and R7 Capital Ventures Ltd. Dated June 8, 2023 pursuant to which Aeonian acquired the Gilnockie Property;

"Gilnockie Property" means the three mining claims totalling approximately 3,019 hectares comprising the Gilnockie Property in British Columbia, Canada. Following completion of the Gilnockie Agreement, the Gilnockie Property claims were incorporated into the Property;

"IFRS" means IFRS Accounting Standards as issued by the International Accounting Standards Board;

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"Insider" if used in relation to an issuer, means:

(a) a director or senior officer of the issuer,
(b) a director or senior officer of the company that is an Insider or subsidiary of the issuer,
(c) a Person that beneficially owns or controls, directly or indirectly, Voting Shares carrying more than 10% of the voting rights attached to all outstanding Voting Shares of the issuer, or
(d) the issuer itself if it holds any of its own securities;

"IPO" means the initial public offering of Common Shares by Altina completed on September 21, 2020;

"Issuer" means a Company and its subsidiaries which have any of its securities listed for trading on the Exchange and, as the context requires, any applicant Company seeking a listing of its securities on the Exchange;

"Letter of Intent" means the letter of intent between Altina and Aeonian dated February 11, 2024 with respect to the Amalgamation;

"Listing Date" has the meaning ascribed to such term under "Information Concerning Aeonian – History"

"Member" has the meaning ascribed thereto in Policy 1.1 – Interpretation of the TSXV Corporate Finance Manual;

"Name Change" means the proposed named change of the Resulting Issuer from "Altina Capital Corp." to "Aeonian Resources Corp.";

"Non-Arm's Length Qualifying Transaction" means a proposed Qualifying Transaction where the same party or parties or their respective Associates or Affiliates are Control Persons in both the CPC and in relation to the Significant Assets which are to be the subject of the proposed Qualifying Transaction;

"NI 43-101" means National Instrument 43-101 – Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators;

"Option Plan" means the option plan adopted by Altina on March 5, 2020, as amended on September 15, 2021;

"Person" means a Company or individual;

"Principals" has the meaning attributable thereto in Policy 5.4 – Escrow, Vendor Consideration and Resale Restrictions of the TSXV Corporate Finance Manual;

"Pro Forma Financial Statements" means the unaudited pro forma statement of financial position for the Resulting Issuer as at September 30, 2024 to give effect to the Amalgamation as if it had taken place as September 30, 2024, which is attached to this Filing Statement as Schedule "G";

"Promoter" means the definition prescribed by applicable Securities Laws;

"Property" or the "Koocanusa Property" means the 38 mining claims comprising the Koocanusa Property located in the East Kootenay Region, British Columbia, Canada;

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"Qualifying Transaction" means a transaction where a CPC acquires Significant Assets other than cash, by way of purchase, amalgamation, merger or arrangement with another company or by other means, and, specifically in the case of Altina, means the Amalgamation all as more particularly described herein;

"Resulting Issuer" means Altina following completion of the Amalgamation and the issuance of the Final Exchange Bulletin;

"Resulting Issuer Option Plan" means the stock option plan of the Resulting Issuer;

"Resulting Issuer Options" means stock options issued pursuant to the Resulting Issuer Option Plan;

"Resulting Issuer Shares" means the common shares in the capital of the Resulting Issuer;

"Securities Laws" means securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders in force from time to time that are applicable to an Issuer;

"SGDS Hive" means Strata Geodata Services Ltd.;

"Significant Assets" means one or more assets or businesses which, when purchased, optioned or otherwise acquired by the CPC, together with any concurrent transactions, would result in the CPC meeting the initial listing requirements of the TSXV;

"subsidiary" includes, with respect to any Person, Company, partnership, limited partnership, trust or other entity, any Company, partnership, limited partnership, trust or other entity controlled, directly or indirectly, by such Person, Company, partnership, limited partnership, trust or other entity;

"Tax Act" means Income Tax Act (Canada), as amended;

"Technical Report" means the NI 43-101 technical report entitled "Technical Report on the Koocanusa Property East Kootenay Region, Fort Steele Mining Division, NTS Map 082G, British Columbia, Canada" prepared for Altina and Aeonian by Afzaal Pirzada, P.Geo., Consulting Geologist, Geomap Exploration Inc. with an effective date of August 1, 2024;

"Transfer Agent, Registrar and Disbursing Agent Agreement" means the transfer agent agreement dated January 9, 2020 between Altina and the Escrow Agent;

"TSXV" or "Exchange" means the TSX Venture Exchange;

"Value Securities" has the meaning attributable thereto in Policy 5.4 –Escrow, Vendor Consideration and Resale Restrictions of the TSXV Corporate Finance Manual;

"Value Security Escrow Agreement" means the escrow requirements imposed by the Exchange Form 5D and Schedule B(1) Tier 2 Value Security Escrow Agreement on the Resulting Issuer Shares held by certain Aeonian Shareholders, in connection with the closing of the Qualifying Transaction as more particularly described in this Filing Statement; and

"Voting Shares" means a security of an issuer that is not a debt security and carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Filing Statement and the schedules attached hereto are forward-looking statements which may include, but are not limited to, statements with respect to: predictions about the Resulting Issuer's business plans and objectives; forecasts of financial condition, results of operations, liquidity position, or working capital requirements; the completion, timing and expected effects of the Qualifying Transaction, and the benefits anticipated to be received by Altina, Aeonian and/or the Resulting Issuer from such transactions; the number of securities of the Resulting Issuer expected to be outstanding after giving effect to the Qualifying Transaction; the execution of the Amalgamation Agreement; the completion of the Concurrent Financing and all matters related thereto, including the aggregate gross proceeds to be raised therefrom and any finders fees payable in connection therewith; the Available Funds of the Resulting Issuer; the impact of changes to the Resulting Issuer's compensation-based arrangements and the anticipated compensation of the Resulting Issuer directors and officers; the rights and restrictions attached to the Resulting Issuer Shares; the impact of potential future offerings and sales of debt or equity securities; plans or expectations with respect to exploration and development activities, capital and general expenditures, business strategies or restructuring and expansion activities; the timeframe and costs of the Resulting Issuer's targeted business objectives; expectations regarding the ability to raise further capital; sufficiency of internal controls and procedures; limitations of insurance coverage; the timing and possible outcome of regulatory matters; and assumptions or estimates underlying any of the foregoing.

Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "projects", "intends", "anticipates", or "believes" or variations (including negative 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 statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of Aeonian or the Resulting Issuer, as applicable, to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, but are not limited to, the factors discussed in the section entitled "Part IV - Risk Factors" in this Filing Statement. Although Altina and Aeonian have attempted to identify important factors that could cause actual actions, events, or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended.

Although Altina and Aeonian believe that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements contained in this Filing Statement are expressly qualified by this cautionary statement and by the risk factors described in the Filing Statement under the heading "Part IV - Risk Factors." The forward-looking statements contained herein are made as of the date of this Filing Statement and Aeonian, Altina and the Resulting Issuer disclaim any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, except where required by applicable securities laws. An investor should read this Filing Statement with the understanding that Altina, Aeonian and the Resulting Issuer's actual future results may be materially different from what is expected.

INFORMATION PERTAINING TO AEONIAN

The information contained or referred to in this Filing Statement with respect to Aeonian and the industry in which it operates has been provided by the management of Aeonian and is the responsibility of Aeonian. Management of Altina has relied upon Aeonian for the accuracy of the information provided by Aeonian without independent verification.

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NOTICE TO INVESTORS

Presentation Currency

Unless otherwise specified, all dollar amounts referenced in this Filing Statement and in the financial statements of Altina and Aeonian are in Canadian dollars and referred to as “$”.

Financial Statement Information

The audited annual financial statements and unaudited interim financial statements of Altina contained in this Filing Statement have been prepared in accordance with IFRS and are denominated in Canadian dollars. The audited annual financial statements and unaudited interim financial statements of Aeonian contained in this Filing Statement have been prepared in accordance with IFRS and are denominated in Canadian dollars. The unaudited pro forma financial statements of the Resulting Issuer contained in this Filing Statement have been prepared on the basis of presentation as described in the Pro Forma Financial Statements and are denominated in Canadian dollars.

Market Data

Unless otherwise indicated, information contained in this Filing Statement concerning the industry and markets in which Aeonian operates, including its general expectations and market position, market opportunity and market share is based on information from independent industry organizations, and other third-party sources (including industry publications, surveys and forecasts), and management estimates. Unless otherwise indicated, management estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from Aeonian’s internal research, and are based on assumptions made by Aeonian based on such data and its knowledge of such industry and markets, which Aeonian believes to be reasonable. Aeonian’s internal research has not been verified by any independent source, and it has not independently verified any third-party information. While Aeonian believes the market position, market opportunity and market share information included in this Filing Statement is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of Aeonian’s future performance and the future performance of the industry in which Aeonian operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the heading “Part IV - Risk Factors.”

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SUMMARY OF FILING STATEMENT

The following is a summary of information relating to Altina, Aeonian and the Resulting Issuer (assuming Completion of the Qualifying Transaction) and should be read together with the more detailed information and financial data and statements contained elsewhere in this Filing Statement.

THE COMPANIES

Altina

Altina was incorporated pursuant to the provisions of the BCBCA on August 23, 2019. The full corporate name of Altina is “Altina Capital Corp.”. The Common Shares were first listed for trading on the TSXV under the symbol “ALTN.P” on September 21, 2020. Altina is a CPC pursuant to the CPC Policy, and since its incorporation it has not carried on any business or operations other than the identifying and evaluating business opportunities for the purposes of completing a Qualifying Transaction.

Altina Sub

Altina Sub, a wholly-owned subsidiary of Altina, was incorporated on March 26, 2024 under the BCBCA for the purposes of the Amalgamation. The full corporate name of Altina Sub is 1472748 B.C. Ltd. The registered office of Altina Sub is located at Suite 401 – 353 Water Street, Vancouver BC, V6B 1B8, Canada.

Aeonian

Aeonian was formed on September 15, 2020 under the BCBCA. The registered office of Aeonian is located at 6th Floor, 905 West Pender Street, Vancouver, British Columbia V6C 1L6 and the head office of Aeonian is located at 1000 - 409 Granville Street, Vancouver, British Columbia, Canada.

THE QUALIFYING TRANSACTION

The Resulting Issuer

Upon Completion of the Qualifying Transaction and subject to the approval of the TSXV, it is expected that the Resulting Issuer will be listed on the TSXV as a Tier 2 Issuer (as such term is defined in the Corporate Finance Manual of the TSXV). The Resulting Issuer will maintain its registered office at 6th Floor, 905 West Pender Street, Vancouver, British Columbia V6C 1L6. The head office of the Resulting Issuer will be located at 1000 - 409 Granville Street, Vancouver, British Columbia, Canada.

Pursuant to the Amalgamation Agreement, Altina has agreed to acquire all of the outstanding Aeonian Shares in exchange for Resulting Issuer Shares on a 1:1 basis. Assuming no Aeonian Warrant holders exercise such warrants prior to the Amalgamation Closing, Altina will acquire all of the issued and outstanding Aeonian Shares in exchange for the issuance of 25,202,100 Resulting Issuer Shares.

Additionally, upon closing of the Amalgamation, all of the outstanding Aeonian Warrants will, upon their terms, become exercisable into Resulting Issuer Shares on a one-for-one basis. Assuming none of the issued and outstanding Aeonian Warrants as at the date of this Filing Statement are exercised prior to the Effective Time, such Aeonian Warrants will become exercisable into 13,840,500 Resulting Issuer Shares. The below paragraphs summarize such warrants:

2,500,000 Aeonian Warrants, each of which will entitle the holder thereof to acquire one Resulting Issuer Share until September 1, 2026 at an exercise price of $0.07 per share;
10,607,000 Aeonian Warrants, each of which will entitle the holder thereof to acquire one Resulting Issuer Share for a period of two years from the Completion Date, and at an exercise price of $0.10 per

share until the first anniversary of the Completion Date, and at an exercise price of $0.25 per share until the second anniversary of the Completion Date;

70,000 Aeonian Warrants, each of which will entitle the holder thereof to acquire one Resulting Issuer Share at an exercise price of $0.12 per share for a period of one year from the Completion Date;
650,000 Aeonian Warrants, each of which will entitle the holder thereof to acquire one Resulting Issuer Share at an exercise price of $0.15 per share until the date that is twenty-four (24) months from the Listing Date; and
13,500 Aeonian Warrants, each of which will entitle the holder thereof to acquire one Resulting Issuer Share at an exercise price of $0.14 per share until the date that is twenty-four (24) months from the Listing Date.

Assuming the completion of the Concurrent Financing and that no Aeonian Warrants are exercised prior to the Effective Time, following the Amalgamation it is expected that there will be 40,912,100 Resulting Issuer Shares, 13,840,500 Aeonian Warrants exercisable into Resulting Issuer Shares, 7,855,000 Resulting Issuer Share purchase warrants, and 800,000 Resulting Issuer Options issued and outstanding.

On an undiluted basis, it is expected that the former Aeonian Shareholders will own approximately 61.6% of the issued and outstanding Resulting Issuer Shares, subscribers in the Altina Financing will hold approximately 18.8% of the issued and outstanding Resulting Issuer Shares, current Altina Shareholders will hold approximately 19.6% of the issued and outstanding Resulting Issuer Shares.

The Transaction will constitute a Qualifying Transaction under the policies of the TSXV. Upon Completion of the Qualifying Transaction, Altina will be the Resulting Issuer and carry on the business of Aeonian under the name "Aeonian Resources Corp." or such other name as may be agreed to by the parties and approved by the TSXV.

Concurrent Financing

As a condition to the closing of the Amalgamation, Altina and Aeonian were required to complete a non-brokered private placement offering (the "Concurrent Financing") for minimum collective gross aggregate proceeds of $800,000.

On April 8, 2025, Altina completed a non-brokered private placement offering (the "Altina Financing") of 7,710,000 units ("Altina Units") of Altina at a price of $0.10 per Altina Unit, for gross proceeds of $771,000. Each Altina Unit was comprised of one (1) Altina Share and one (1) Altina Share purchase warrant, with each warrant being exercisable to acquire one (1) additional Altina Share at an exercise price of $0.15 until April 8, 2027. Altina paid finder's fees of $14,500 and issued 145,000 finder warrants to finders who introduced investors to Altina in connection with the Altina Financing, each such finder warrant entitling the holder to acquire one Altina Share for $0.15 for a period of two years from the date of issuance.

On December 30, 2024, Aeonian completed a non-brokered private placement offering (the "Aeonian Financing") of 1,300,000 units ("Aeonian Units") of Aeonian, for gross proceeds of $130,000. Each Aeonian Unit was comprised of one (1) Aeonian Share that qualifies as a "flow-through share" within the meaning of section 66(15) of the Income Tax Act (Canada) and one-half of one (1/2) Aeonian Share purchase warrant, with each whole warrant being exercisable to acquire one (1) additional Aeonian Share at an exercise price of $0.15 until the date that is twenty-four (24) months from the Listing Date. Aeonian paid finder's fees of $1,350 and issued 13,500 Aeonian Warrants to finders who introduced investors to Aeonian in connection with the Aeonian Financing, each such Aeonian Warrant entitling the holder to acquire one Aeonian Share for $0.14 until the date that is twenty-four (24) months from the Listing Date.

1398-6722-9450, v. 43

The Amalgamation

On February 11, 2024, Aeonian entered into the Letter of Intent with Altina with respect to the Amalgamation. On March 27, 2024, Aeonian entered into an amalgamation agreement with Altina and Altina Sub, which superseded and replaced the Letter of Intent. On November 15, 2024, Aeonian, Altina and Altina Sub entered into an amended and restated amalgamation agreement, which replaced the March 27, 2024 agreement. On January 3, 2025, the amended and restated amalgamation agreement was further amended (as amended, the “Amalgamation Agreement”). The Amalgamation pursuant to the Amalgamation Agreement is intended to result in the reverse take-over of Altina by Aeonian, which, upon completion, will constitute a Qualifying Transaction for Altina under the CPC Policy, and result in Aeonian Shareholders owning the substantial majority of the Resulting Issuer Shares.

Pursuant to the Amalgamation Agreement, Altina Sub and Aeonian will undertake a three-cornered amalgamation and all of the issued and outstanding securities of Aeonian will be exchanged for securities of the Resulting Issuer on a one-to-one basis.

This summary does not purport to be a complete summary of the Amalgamation Agreement and is qualified in its entirety by reference to the full text of the Amalgamation Agreement, a copy of which is available for review under Altina’s SEDAR+ profile at www.sedarplus.ca.

Following the Completion of the Qualifying Transaction, the Resulting Issuer will carry on the business of Aeonian under the name “Aeonian Resources Corp.”, or another name approved by the Board. Following the Completion of the Qualifying Transaction, the Board will be comprised of (i) Terrance Salman, (ii) Gordon Neal, (iii) Andrew Randell, (iv) Branden Haynes, (v) Mark Luchinski, (vi) and Kristian Whitehead. Following the Completion of the Qualifying Transaction, the management of the Resulting Issuer will be comprised of (i) Andy Randell as Chief Executive Officer and (ii) Mirza Rahimani as Chief Financial Officer and Corporate Secretary.

As a consequence of the Amalgamation:

1) the Amalgamating Companies shall be amalgamated under the BCBCA and shall continue as one corporation subsequent to the Amalgamation on the terms and conditions prescribed in this Agreement, and in connection therewith:

a) the amalgamation of the Amalgamating Companies and their continuation as one company shall become irrevocable;

b) Amalco shall become capable immediately of exercising the functions of an incorporated company;

c) the shareholders of Amalco shall have the powers and liability provided in the BCBCA;

d) the property, rights and interests of each of the Amalgamating Companies shall continue to be the property, rights and interests of Amalco;

e) Amalco shall continue to be liable for the obligations of each of the Amalgamating Companies;

f) an existing cause of action, claim or liability to prosecution is unaffected;

g) a legal proceeding being prosecuted or pending by or against either of the Amalgamating Companies may be prosecuted, or its prosecution may be continued, as the case may be, by or against Amalco; and

h) a conviction against, ruling, order or judgment in favour or against either of the Amalgamating Companies may be enforced by or against Amalco;

1398-6722-9450, v. 43

2) each Altina Sub share issued and outstanding at the Effective Time shall be exchanged for one fully paid and non-assessable Amalco Share, and thereafter all the Altina Sub shares shall be cancelled without any repayment of capital in respect thereof;

3) each Aeonian Share (other than those held by any Dissenting Shareholder) issued and outstanding at the Effective Time shall be exchanged for one fully paid and non-assessable Resulting Issuer Share, free and clear of any and all encumbrances, liens, charges, demands of any kind and nature, and thereafter all of the Aeonian Shares shall be cancelled without any repayment of capital in respect thereof; and

4) each Dissenting Shareholder shall cease to have any rights as a shareholder other than the right to be paid the fair value of the Aeonian Shares held by the Dissenting Shareholder in accordance with Sections 237 to 247 of the BCBCA.

Effective Date

Unless the Amalgamation Agreement is terminated pursuant to its terms, the closing of the Amalgamation will take place on the business day on which the conditions set forth in the Amalgamation Agreement are satisfied or waived, or such other business day as Aeonian, Altina and Altina Sub may agree.

Representations and Warranties

The Amalgamation Agreement contains customary representations and warranties of Aeonian, Altina and Altina Sub. These include, among other things, representations and warranties made as to: (i) corporate organization and valid existence, power to conduct business, qualification and good standing of the respective entities and any of their subsidiaries; (ii) ownership of any subsidiaries and other investments; (iii) the requisite corporate power and capacity of the respective entities to enter into and perform their obligations under the Amalgamation Agreement, and the valid authorization, execution and delivery thereof; (iv) all consents, approvals, permits, authorizations or filings as may be required for the execution and delivery of this Agreement, and the closing of the Amalgamation contemplated herein, have been obtained; (v) permits, authorizations and consents of third parties for the Amalgamation; (vi) financial statements; (vii) tax matters; (viii) matters affecting the voting, control or sale of the securities of the respective entities and their subsidiaries; (ix) litigation and government proceedings; (x) capitalization; (xi) the Property; and (xii) material contracts.

Conditions Precedent to Altina's Obligations

The obligations of Altina to complete the Amalgamation are subject to the fulfillment prior to or at the Amalgamation Closing of each of the following conditions, among others:

1) Aeonian shall have delivered to Altina a list of all Aeonian Shareholders, including the number of Aeonian Shares held by each of them as at the Effective Time, certified to be complete and accurate in all respects by a director or senior officer of Aeonian;

2) Aeonian shall have delivered to Altina the Aeonian Financial Statements;

3) Aeonian shall have delivered to Altina all of Aeonian's closing deliverables;

4) Aeonian shall have delivered to Altina any other such documents and other information as Altina, and any regulatory authority or body having jurisdiction, shall have reasonably requested; and

5) there shall have been no material adverse changes with respect to Aeonian between the date of signing of the Amalgamation Agreement and the Amalgamation Closing.

1398-6722-9450, v. 43

Conditions Precedent to Aeonian's Obligations

The obligations of Aeonian to complete the Amalgamation will be subject to the fulfillment prior to or at the Amalgamation Closing of each of the following conditions, among others:

(1) Altina shall have delivered to Aeonian all of its closing deliverables;
(2) Resulting Issuer Shares shall be listed on the TSXV and Altina shall be a reporting issuer in good standing in the Provinces of British Columbia, Ontario and Alberta and shall not be in material default of any requirement of any applicable securities laws or the requirements of the Exchange and neither Altina nor any of its securities shall be the subject of any cease trade order or regulatory enquiry or investigation in any jurisdiction;
(3) the Resulting Issuer Shares to be issued on the Closing shall be issued as fully paid and non-assessable shares in the capital of Altina, free and clear of any and all encumbrances, liens, charges, “restricted period” (pursuant to Section 2.5 of National Instrument 45-102 - Resale of Securities), demands of whatsoever nature under Canadian law, except those imposed pursuant to escrow restrictions of the TSXV;
(4) the issuance of the Resulting Issuer Shares on Closing shall be exempt from prospectus requirements in Canada;
(5) each of Altina and Newco shall have delivered to Aeonian such documents and other information as Aeonian, and any other regulatory authority or body having jurisdiction, shall have reasonably requested or required; and
(6) there shall have been no material adverse changes with respect to Altina or Altina Sub between the date of signing the Amalgamation Agreement and the Amalgamation Closing.

Termination

The Amalgamation Agreement provides that, prior to the Effective Date, it may be terminated by mutual written agreement of Aeonian and Altina and will terminate if the closing of the Amalgamation has not occurred by May 31, 2025. The Amalgamation Agreement may also be terminated by one party upon written notice if the other party has defaulted under the Amalgamation Agreement and failed to cure such default within fourteen days of being provided written notice of such default.

Interests of Any Insider, Promoter or Control Person

The following is a summary of the interests of Insiders, Promoters or Control Persons of the Resulting Issuer and their respective Associates and Affiliates, before and after giving effect to the Amalgamation.

Insider, Promoter or Control Person (including Associates and Affiliates)	Position	Number of Aeonian Shares or Altina Shares prior to the Amalgamation	Number and Percentage of Resulting Issuer Shares upon Completion of the Qualifying Transaction(1)
Andrew Randell	Chief Executive Officer and Director	2,000,100 Aeonian Shares	2,030,100 (5.0%)
		30,000 Altina Shares
Mirza Rahimani	Chief Financial Officer and Corporate Secretary	400,000 Altina Shares	400,000 (1.0%)

1398-6722-9450, v. 43

| Branden Haynes | Director | 1,095,000 Aeonian Shares | 1,095,000
(2.7%) |
| --- | --- | --- | --- |
| Mark Luchinski | Director | 1,850,000 Aeonian Shares | 1,850,000
(4.5%) |
| Kristian Whitehead | Director | 3,362,000 Aeonian Shares(2) | 3,392,000
(8.3%) |
| | | 30,000 Altina Shares(2) | |
| Terrance Salman | Director | 1,400,000 Altina Shares(3) | 1,400,000
(3.4%) |
| Gordon Neal | Director | 880,000 Altina Shares(4) | 880,000
(2.2%) |

Notes:
(1) Assuming 40,912,100 Resulting Issuer Shares outstanding, upon the Completion of the Qualifying Transaction, on an undiluted basis.
(2) Mr. Whitehead holds 892,000 Aeonian Shares in his own name and 2,470,000 Aeonian Shares and 30,000 Altina Shares through Infiniti, a company wholly-owned by Mr. Whitehead.
(3) Mr. Salman holds these shares through Salman Capital Inc., a company wholly-owned by Mr. Salman.
(4) Mr. Neal holds 700,000 of these shares through Neal & Company Consultants Ltd., a company wholly-owned by Mr. Neal, and 180,000 of these shares in his own name.

Non-Arm’s Length Qualifying Transaction

The proposed Qualifying Transaction is not a Non-Arm’s Length Qualifying Transaction and as such, Altina Shareholders are not required to approve the Qualifying Transaction.

Market For Securities and Market Price

The Common Shares are listed on the TSXV under the trading symbol “ALTN.P”. The closing market price of the Common Shares on the last day on which there was a trade of Common Shares prior to the announcement of the Qualifying Transaction on January 26, 2024 was $0.02. It is anticipated that the Common Shares will resume trading on the TSXV upon Completion of the Qualifying Transaction under the symbol “ALTN”.

No securities of Aeonian are listed on any stock exchange and there is currently no public market for any Aeonian securities.

Sponsorship

Sponsorship of a Qualifying Transaction of a CPC is required by the Exchange unless exempt in accordance with Policy 2.4. Altina has applied for a waiver from sponsorship requirements section 3.4(a)(ii) of Exchange Policy 2.2 – Sponsorship and Sponsorship Requirements.

Conflicts of Interest

Some of the individuals proposed for appointment as directors or officers of the Resulting Issuer upon the closing of the Amalgamation are also directors, officers and/or Promoters of other reporting and non-reporting issuers. To the knowledge of the directors and officers of Altina and Aeonian, there are no existing conflicts of interest between the Resulting Issuer and any of the individuals proposed for appointment as directors or officers upon completion of the Amalgamation, as of the date of this Filing Statement.

1398-6722-9450, v. 43

Interests Of Experts

Except as disclosed herein, no person or Company whose profession or business gives authority to a statement made by the person or Company and who is named as having prepared or certified a part of this Filing Statement or prepared or certified a report or valuation described or included in this Filing Statement currently holds, directly or indirectly, more than 1% of the Common Shares or Aeonian Shares, or holds any property of Altina or Aeonian or of an Associate or Affiliate of Altina or Aeonian and no such person is expected to be elected, appointed or employed as director, senior officer or employee of Altina or Aeonian or of an Associate or Affiliate of the Resulting Issuer and no such person is a Promoter of Altina or Aeonian or an Associate or Affiliate of Altina or Aeonian.

Conditional Listing Approval

The Exchange has conditionally accepted the Qualifying Transaction subject to Altina fulfilling all of the requirements of the Exchange.

Summary Risk Factors

The Amalgamation is subject to a number of risk factors inherent to similar transactions of this nature. Additional risks and uncertainties may also adversely affect the Resulting Issuer Shares and/or the business of the Resulting Issuer following the Completion of the Qualifying Transaction. These risks include, but are not limited to:

the Resulting Issuer is an early-stage company with little operating history,
the inherent risks and uncertainties associated with mineral exploration;
the Resulting Issuer has a history of losses and may never be profitable;
the Resulting Issuer does not anticipate paying dividends in the foreseeable future;
the Resulting Issuer may not be able to secure additional financing for current and future operations and capital projects;
the risk of dilution to the Resulting Issuer’s shareholders from future equity financings;
risks related to the effect on the Resulting Issuer of the loss or abandonment of its interest in the Property;
risks related to the Property being in the exploration stage;
the risk of uninsured risks and hazards;
risks related to the lack of assurances regarding obtaining and renewing licenses and permits required for mineral exploration;
risks associated with the Resulting Issuer being subject to government regulation, including changes in mining and environmental laws and regulations;
risks related to competition for, among other things, capital acquisitions of resources, undeveloped lands and skilled personnel;
risks relating to environmental regulation and liabilities;
environmental hazards and risks associated with climate change, extreme weather events, and seismic events;
the threat associated with outbreaks of viruses and infectious diseases, including the COVID-19 virus;
risks related to the Resulting Issuer’s dependence on its board and senior management;
the risk that the Resulting Issuer’s title to the Property could be challenged;
the risk of Aboriginal land claims affecting the Property;
risks related to the future need to consult and negotiate successfully with First Nations in order to conduct exploration and development work on the Property;
risks related to volatility in the market prices for base and precious metals and other natural resources;
risks associated with negative operating cash flow and uncertainty regarding the Resulting Issuer’s ability to continue as a going concern;
risks related to potential opposition of non-governmental organizations, public interest groups and reporting organizations to the Resulting Issuer’s operations;

risks related to securities markets volatility;
risks related to the lack of a public market for the Resulting Issuer shares and the possibility that no active market will develop;
risks associated with potential conflicts of interest involving the Resulting Issuer’s directors and officers;
risks related to potential market price volatility for the Resulting Issuer Shares in response to numerous factors, many of which are beyond the Resulting Issuer’s control; and
risks associated with significant sales of Resulting Issuer Shares released from escrow or other restrictions.

Risks involving the Amalgamation and the Resulting Issuer that may affect results of operations, earnings and expected benefits of the Amalgamation are discussed under the heading “Information Concerning the Resulting Issuer – Risk Factors”.

1398-6722-9450, v. 43

PART I - INFORMATION CONCERNING ALTINA

The following information is presented on a pre-Amalgamation basis and prior to giving effect to the Qualifying Transaction. See "Part III - Information Concerning the Resulting Issuer" for pro forma business, financial and share capital information relating to the Resulting Issuer.

Corporate Structure

Name and Incorporation

Altina was incorporated pursuant to the provisions of the BCBCA on August 23, 2019. The full corporate name of Altina is "Altina Capital Corp.". The Common Shares were first listed for trading on the TSXV under the symbol "ALTN.P" on September 21, 2020. Altina is a CPC pursuant to the CPC Policy, and since its incorporation it has not carried on any business or operations other than the identifying and evaluating business opportunities for the purposes of completing a Qualifying Transaction.

Intercorporate Relationships

Altina has one wholly-owned subsidiary, Altina Sub, which was incorporated on March 26, 2024 under BCBCA for the purposes of the Amalgamation. The registered office of Altina Sub is located at Suite 401 – 353 Water Street, Vancouver BC, V6B 1B8, Canada.

General Development of Altina's Business

History

Altina is a CPC created pursuant to the policies of the Exchange. Altina does not own any assets, other than cash or cash equivalents and its rights under the Amalgamation Agreement. The principal business of Altina is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses and, once identified and evaluated, to negotiate an acquisition or participation subject to acceptance by the Exchange so as to complete a Qualifying Transaction in accordance with the policies of the Exchange.

Altina completed its initial public offering of 4,000,000 Altina Shares on September 21, 2020. The Altina Shares were listed for trading on the TSXV on September 21, 2020.

On June 1, 2021, Altina entered into an arrangement agreement with Omega Gold Corp. ("Omega"), contemplating the acquisition of Omega by Altina, which transaction would have constituted Altina's Qualifying Transaction on the TSXV. The proposed transaction with Omega was terminated on March 30, 2023.

Concurrent with the closing of the Amalgamation, Altina will have completed the Altina Financing and changed its name to "Aeonian Resources Corp.". See "Part III – Information Concerning the Resulting Issuer - Description of the Securities" for more information respecting the Resulting Issuer Restricted Voting Shares.

The Qualifying Transaction

On February 11, 2024, Aeonian entered into the Letter of Intent with Altina with respect to the Amalgamation. On March 27, 2024, Aeonian entered into an amalgamation agreement with Altina and Altina Sub which superseded and replaced the Letter of Intent and on November 15, 2024 (as amended on January 3, 2025), Aeonian, Altina and Altina Sub entered into the Amalgamation Agreement, which replaced the March 27, 2024 agreement. The Amalgamation pursuant to the Amalgamation Agreement is intended to result in the reverse take-over of Altina by Aeonian, which, upon completion, will constitute a Qualifying Transaction for Altina under the CPC Policy, and result in Aeonian Shareholders owning the substantial majority of the Resulting Issuer Shares. In connection with the Amalgamation, the Resulting Issuer will issue 25,202,100 Resulting Issuer Shares at a deemed price of $0.10 per Resulting Issuer Share.

1398-6722-9450, v. 43

For additional information regarding the Amalgamation and the terms of the Amalgamation Agreement, see "The Qualifying Transaction - The Amalgamation".

The Altina Financing

As a condition to the closing of the Amalgamation, Altina and Aeonian were required to complete the Concurrent Financing for minimum collective gross aggregate proceeds of $800,000.

As part of the Concurrent Financing, on April 8, 2025, Altina completed the Altina Financing, through the issuance of 7,710,000 Altina Units of Altina at a price of $0.10 per Altina Unit, for gross proceeds of $771,000. Each Altina Unit was comprised of one (1) Altina Share and one (1) Altina Share purchase warrant, with each warrant being exercisable to acquire one (1) additional Altina Share at an exercise price of $0.15 until April 8, 2027. Altina paid finder's fees of $14,500 and issued 145,000 finder warrants to finders who introduced investors to Altina in connection with the Altina Financing, each such finder warrant entitling the holder to acquire one Altina Share for $0.15 for a period of two years from the date of issuance.

Selected Financial Information and Management's Discussion and Analysis

Selected Financial Information

Since incorporation, Altina has incurred costs in carrying out the IPO, in seeking, evaluating and negotiating potential Qualifying Transactions, and in meeting the disclosure obligations imposed upon it as a reporting issuer listed for trading on the TSXV.

The following tables set forth selected historical financial information for Altina for the years ended December 31, 2023 and 2022 and the three and nine months ended September 30, 2024, and selected balance sheet data for such periods. The financial statements of Altina have been prepared in accordance with IFRS and are denominated in Canadian dollars. Such information is derived from Altina's annual audited and interim unaudited financial statements and should be read in conjunction with such financial statements included elsewhere in this Filing Statement including those financial statements attached hereto as Appendix "A".

Balance Sheet Data	As at December 31, 2022 (audited) ($)	As at December 31, 2023 (audited) ($)	As at September 30, 2024 (unaudited) ($)
Cash	317,018	125,446	222,185
Total assets	317,018	125,446	222,185
Total liabilities	320,354	34,214	177,276
Shareholders’ equity (deficiency)	(3,336)	91,232	44,909
Income Statement Data	For the twelve months ended December 31, 2022 (audited) ($)	For the twelve months ended December 31, 2023 (audited) ($)	For the nine months ended September 30, 2024 (unaudited) ($)
---	---	---	---
Total revenue	Nil	Nil	Nil
Total expenses	154,884	44,599	46,323
Net income (loss)	(154,884)	94,568	(46,323)

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Management's Discussion and Analysis

The Altina MD&A for Altina for the years ended December 31, 2023 and 2022 and for the three and nine months ended September 30, 2024 are attached hereto as Appendix “B”. The Altina MD&A should be read in conjunction with the Altina Financial Statements.

Description of Securities of Altina

Common Shares

Altina is authorized to issue an unlimited number of Common Shares, of which 15,710,000 Common Shares are issued and outstanding as of the date hereof. In addition, as of the date hereof, 7,855,000 Common Shares are reserved for Altina Warrants issued in connection with the Altina Financing and 800,000 Common Shares are reserved for Altina Options granted to directors and officers of Altina.

The holders of Common Shares are entitled to dividends if, as and when declared by the Board to receive notice of and one vote per Common Share at meetings of the Altina Shareholders and, upon liquidation, dissolution or winding up of Altina, to share rateably in such assets of Altina as are distributable to the holders of Common Shares. All Common Shares which are to be outstanding after Completion of the Qualifying Transaction will be fully paid and non-assessable. This summary does not purport to be complete and reference is made to the notice of articles and articles of Altina for a complete description of these securities and the full text of their provisions.

Stock Option Plan

Summary of Plan

Pursuant to the Altina Option Plan, Altina may grant to directors, officers, and technical consultants to Altina, non-transferable options to purchase Common Shares. Until completion of Altina’s Qualifying Transaction, the number of Common Shares reserved for issuance will not exceed 10% of the issued and outstanding Common Shares as of the date of the IPO. Until completion of Altina’s Qualifying Transaction, options may not be granted under the Altina Option Plan to persons providing investor relations activities on behalf of Altina. Until completion of Altina’s Qualifying Transaction, the exercise price of an option granted under the Altina Option Plan may not be less than the greater of the IPO share price and the Discounted Market Price (as such term is defined in the Exchange’s policies) of Altina’s common shares. Options granted under the Altina Option Plan may be exercisable for a period of up to 10 years from the date of grant. The Altina Option Plan provides that the number of Common Shares reserved for issuance to any individual director or officer will not exceed 5% of the issued and outstanding Common Shares and the number of Common Shares reserved for issuance to all technical consultants will not exceed 2% of the issued and outstanding Common Shares. Options granted to a person who is a director, officer or technical consultant will expire 90 days from the date the optionee ceases to be in that role, unless otherwise specified in the grant, up to a maximum of 12 months following the date on which such person ceases to be in that role, and options granted to a person retained to provide investor relations activities will expire immediately on the termination of the investor relations retainer. Unless otherwise determined by the Board, every option awarded will be subject to certain vesting provisions in accordance with the terms of the Altina Option Plan.

Stock Options Granted

As of the date of this Filing Statement, there are 800,000 outstanding Altina Incentive Options. Such options are held as follows:

Name	Number of Common Shares Under Option	Exercise Price per Common Share	Expiry Date
Mirza Rahimani	130,000	$0.10	September 21, 2030
	50,000	$0.24	March 2, 2032
Terrance K. Salman	245,000	$0.10	September 21, 2030
Gordon Kenneth Neal	190,000	$0.10	September 21, 2030
Theofilos Sanidas	135,000	$0.10	September 21, 2030(1)
	50,000	$0.24	March 2, 2032(1)
Total	800,000

Note:
(1) Given Mr. Sanidas will not remain as a director of the Resulting Issuer, upon the Effective Date, the expiry date of these options will be revised to the date that is twelve months following the Effective Date.

Prior Sales

Since the date of incorporation of Altina, and including the Altina Financing, 15,710,000 Common Shares have been issued as follows, of which 15,710,000 Common Shares are issued and outstanding as of the date of this Filing Statement. Below is a summary:

Date Issued	Number of Common Shares	Issue Price per Common Share	Aggregate Issue Price	Nature of Consideration
August 23, 2019	1	$0.05	$0.05	Cash
October 8, 2019	2,299,999	$0.05	$114,999.95	Cash
October 10, 2019	300,000	$0.05	$15,000	Cash
February 20, 2020	1,400,000	$0.05	$70,000	Cash
September 21, 2020	4,000,000	$0.10	$400,000	Cash
April 8, 2025	7,710,000(1)	$0.10	$771,000	Cash
Total	15,710,000		$1,371,000

Note:
(1) Issued in connection with the Altina Financing.

1398-6722-9450, v. 43

Stock Exchange Price

On September 21, 2020, the Common Shares were listed on the TSXV under the symbol “ALTN.P”. On January 26, 2024, trading in the Common Shares was halted in connection with the announcement of the Qualifying Transaction. The last closing price of the Common Shares prior to January 26, 2024 was $0.02 per share. Upon Completion of the Qualifying Transaction, it is anticipated that the Common Shares will be listed on the TSXV under the symbol “ALTN”.

Trading in the Common Shares was halted on January 26, 2024 and the Common Shares have not traded on the TSXV for the past 12 months.

Non-Arm’s Length Party Transaction

This Qualifying Transaction does not constitute a Non-Arm’s Length Qualifying Transaction within the meaning of the CPC Policy.

Legal Proceedings

There are no legal proceedings material to Altina to which Altina is a party to or of which any of its property is the subject matter, and there are no such proceedings known to Altina to be contemplated.

Auditor, Transfer Agent and Registrar

The auditors of Altina are Davidson & Company LLP, at its office at 1200-609 Granville Street, Vancouver, British Columbia, V6Y 1G6.

Computershare Investor Services Inc., at its Vancouver office located at 3rd Floor, 510 Burrard Street, Vancouver, British Columbia V6C 3B9, is the transfer agent and registrar for the Common Shares.

Material Contracts

Altina has not entered into any material contracts and will not enter into any material contracts prior to the Completion of the Qualifying Transaction, other than:

the Amalgamation Agreement;
the Transfer Agent, Registrar and Dividend Disbursing Agent Agreement;
the CPC Escrow Agreement; and
the Option Plan

Copies of these agreements are available for inspection at the head office of Altina, at 2500 – 700 Georgia Street, Vancouver, British Columbia V7Y 1B3, during ordinary business hours until the Completion of the Qualifying Transaction and for a period of 30 days thereafter. In addition, copies all these agreements are available on the SEDAR+ profile of Altina at www.sedarplus.ca.

PART II – INFORMATION CONCERNING AEONIAN

Corporate Structure

Intercorporate Relationships

As of the date of this Filing Statement, Aeonian does not have any subsidiaries.

General Development and Description of the Business

Aeonian is engaged in the business of mineral exploration and development in Canada and its objective is to explore and, if warranted, develop the Property. It is the intention of Aeonian to remain in the mineral exploration business. Should the Property not be deemed viable, Aeonian shall explore opportunities to acquire interests in other properties.

Aeonian holds a 100% interest in the 38 mining claims totaling approximately 28,743.82 hectares comprising the Property. The Property is located about 30 kilometers southeast of Cranbrook, British Columbia. The Property comprises claims staked by Aeonian and Strata Geodata Services Ltd. (“SGDS Hive”) as well as the three claims covering 3,019 hectares comprising the Gilnockie Property. Where claims were staked by SGDS Hive, the claims were subsequently transferred to Aeonian and SGDS Hive was reimbursed for its staking costs by Aeonian. See “The Koocanusa Property”.

Stated Business Objectives

The Property is in the exploration stage. Aeonian intends to use its available funds to carry out the Phase One exploration program for the Property, which is budgeted for $204,380. See “The Koocanusa Property - Recommendations” and “Use of Proceeds”.

The exploration, and if warranted, development of the Property may depend on specialized skills and knowledge possessed by directors and officers of Aeonian that are applicable to the mining industry. Aeonian’s leadership team is composed of the following: (i) Andrew Randell – Chief Executive Officer and a Director; (ii) Branden Haynes – a President and a Director; (iii) Mark Luchinski – Corporate Secretary and a Director; and (iv) Kristian Whitehead – a Director.

The mineral exploration and development industry is very competitive.

Aeonian is subject to numerous competitive conditions such as need for additional capital and the commercial viability of the Property.

History

Following incorporation, Aeonian was capitalized by completing the following private placements:

a private placement completed on September 15, 2020 for gross proceeds of $1 through the issuance of 100 Aeonian Shares;
a private placement completed on June 21, 2022 for gross proceeds of $2,000 through the issuance of 20,000 special warrants. Each special warrant converted on February 9, 2024 into one Aeonian Share and one Aeonian Share purchase warrant, with each warrant exercisable into one additional Aeonian Share for a period of one year from the date Aeonian Shares are listed on a Canadian stock exchange (the “Listing Date”) at an exercise price of $0.12 per share;

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a private placement completed on July 19, 2022 for gross proceeds of $5,000 through the issuance of 50,000 special warrants. Each special warrant converted on February 9, 2024 into one Aeonian Share and one Aeonian Share purchase warrant, with each warrant exercisable into one additional Aeonian Share for a period of one year from the Listing Date at an exercise price of $0.12 per share;
a private placement completed on July 31, 2022 for gross proceeds of $172,500 through the issuance of 3,450,000 special warrants. Each special warrant converted on February 9, 2024 into one Aeonian Share and one Aeonian Share purchase warrant, with each warrant exercisable into one additional Aeonian Share for a period of two years from the Listing Date at an exercise price of $0.10 per share until the first anniversary of the Listing Date and $0.25 per share thereafter until the second anniversary of the Listing Date;
a private placement completed on December 31, 2022 for gross proceeds of $11,400 through the issuance of 228,000 special warrants. Each special warrant converted on February 9, 2024 into one Aeonian Share and one Aeonian Share purchase warrant, with each warrant exercisable into one additional Aeonian Share for a period of two years from the Listing Date at an exercise price of $0.10 per share until the first anniversary of the Listing Date and $0.25 per share thereafter until the second anniversary of the Listing Date;
a private placement completed on January 4, 2023 for gross proceeds of $52,500 through the issuance of 2,625,000 Aeonian Shares;
a private placement completed on January 29, 2023 for gross proceeds of $34,900 through the issuance of 698,000 special warrants. Each special warrant converted on February 9, 2024 into one Aeonian Share and one Aeonian Share purchase warrant, with each warrant exercisable into one additional Aeonian Share for a period of two years from the Listing Date at an exercise price of $0.10 per share until the first anniversary of the Listing Date and $0.25 per share thereafter until the second anniversary of the Listing Date;
a private placement completed on March 30, 2023 for gross proceeds of $20,000 through the issuance of 1,000,000 Aeonian Shares;
a private placement completed on April 21, 2023 for gross proceeds of $120,000 through the issuance of 2,400,000 units on a flow-through basis, with each unit being comprised of one Aeonian Share and one-half of one Aeonian Share purchase warrant, with each whole warrant being exercisable into one additional Aeonian Share until April 21, 2025 at an exercise price of $0.10 per share until April 21, 2024 and $0.25 per share thereafter until April 21, 2025;
a private placement completed on April 28, 2023 for gross proceeds of $35,000 through the issuance of 700,000 Aeonian Shares;
a private placement completed on May 31, 2023 for gross proceeds of $311,550 through the issuance of 6,231,000 special warrants. Each special warrant converted on February 9, 2024 into one Aeonian Share and one Aeonian Share purchase warrant, with each warrant exercisable into one additional Aeonian Share for a period of two years from the Listing Date at an exercise price of $0.10 per share until the first anniversary of the Listing Date and $0.25 thereafter until the second anniversary of the Listing Date;
a private placement completed on June 8, 2023 for gross proceeds of $20,000 through the issuance of 1,000,000 Aeonian Shares; and
the Aeonian Financing, completed on December 30, 2024, through the issuance of 1,300,000 Aeonian Units, for gross proceeds of $130,000. Each Aeonian Unit was comprised of one (1) Aeonian Share that qualifies as a “flow-through share” within the meaning of section 66(15) of the Income Tax Act (Canada) and one-half of one (1/2) Aeonian Share purchase warrant, with each

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whole warrant being exercisable to acquire one (1) additional Aeonian Share at an exercise price of $0.15 until the date that is twenty-four (24) months from the Listing Date. Aeonian paid finder's fees of $1,350 and issued 13,500 Aeonian Warrants to finders who introduced investors to Aeonian in connection with the Aeonian Financing, each such Aeonian Warrant entitling the holder to acquire one Aeonian Share for $0.14 until the date that is twenty-four (24) months from the Listing Date.

To date, funds raised from these private placements have been used towards the acquisition of an interest in the Property, exploration work undertaken by the Aeonian at the Property, filing fees, professional expenses, regulatory expenses and for general working capital.

Aeonian has also completed the certain exploration activities on the Property (see "The Koocanusa Property – Exploration") since the Property was staked. In August 2020, Aeonian visited the Property, focusing on the known MINFILE occurrences. This was followed up in October 2020 with lithological mapping and sampling across the Property to better constrain the geological setting of the Property and identify additional areas for further work. In June 2021, Aeonian carried out a four-day program of lithological mapping, grab sampling, soil sampling, and ground geophysical surveying along the Koo Trend. In May 2023, a UAV magnetic survey was carried out over six different grids on the Property.

Trends

There are significant uncertainties regarding the prices of minerals and the availability of equity financing for the purposes of mineral exploration and development. For instance, the price of gold, silver and other minerals has fluctuated widely in recent years and these fluctuations are expected to continue. Apart from this risk, and the risk factors noted under the heading "Risk Factors" we are not aware of any other trends, commitments, events or uncertainties that would have a material adverse effect on our business, financial condition or results of operations.

The Koocanusa Property

The technical information in this Prospectus with respect to the Property is derived from the Technical Report, dated effective November 20, 2024, prepared for Aeonian and Altina in accordance with NI 43-101 by the Author. The Author is an independent Qualified Person for the purposes of NI 43-101. The full text of the Technical Report is available for review at the registered office of Aeonian at 6th Floor – 905 West Pender Street, Vancouver, BC V6C 1L6, and is available online under Altina's SEDAR+ profile at www.sedarplus.ca.

Property Description and Location

The Koocanusa Property consists of 38 mining claims covering an area of 28,743.82 hectares (287.44 km²) land located in the East Kootenay Region, British Columbia Canada (Figures 1 and 2). The Koocanusa Property claims are located about 30 km southeast of Cranbrook, British Columbia, and has good year-round access via gravel forestry roads. The Property is located between (UTM Zone 11N – NAD 1983) coordinates 0584500E to 0616000E; and 5430000N to 5456000N; is centered at approximate coordinates: 0595000E 5450000N.

Aeonian currently holds a 100% interest in and to the Property (MTO Client Number: 287961). There are no royalties, back-in rights, payments, or other agreements or encumbrances to which the Property is subject. Pursuant to the Amalgamation Agreement, 1472 will amalgamate with Aeonian and continue as one corporation wholly-owned by Altina. Each issued and outstanding Aeonian share upon the closing of the Amalgamation shall be exchanged for one fully paid and non-assessable share in the capital of Altina, as constituted following said Amalgamation. Such transaction will constitute Altina's "qualifying transaction", as defined under Policy 2.4 of the TSX Venture Exchange (see Altina's news release dated April 2, 2024, posted on SEDAR+). The Property mineral claims were staked using the British Columbia MTO website. With the British Columbia mineral claim staking system there can be no internal fractions or open ground. The Author undertook a search of the tenure data on the British Columbia government's MTO website which

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confirms the geospatial locations of the claims boundaries title information provided by Aeonian. There were no historical Mineral Resource and Mineral Reserve estimates given.

The Mineral Tenure Act Regulation in British Columbia describe registering exploration and development for a mineral claim. The value of exploration and development required to maintain a mineral claim for one year is provided below:

Mineral Claim - Work Requirement:

$5 per hectare for anniversary years 1 and 2;
$10 per hectare for anniversary years 3 and 4;
$15 per hectare for anniversary years 5 and 6; and
$20 per hectare for subsequent anniversary years

The other option is payment in lieu of work which is double the amount mentioned in the above schedule. The claims expiry dates are shown in Table 1, annual work requirements to keep these claims in good standing are approximately $143,719.10 for years 1 and 2, which will be doubled during years 3 and 4.

Mineral rights in British Columbia do not include surface rights. The surface rights on the Koocanusa Property are held by the Crown and a "Notice of Work and Reclamation Program" permit is required for drilling, trenching, setting up a camp and other intrusive work. There are no known environmental liabilities and no permits have been applied for or acquired for the Property. Uranium and thorium exploration is not allowed in British Columbia. No permits are required to carry out the recommended phase 1 work program on the Property. There are no other known risks that may affect access, title or right to perform work on the Property. The Claim data is summarized in Table 1, and maps showing the claims are presented in Figures 1 and 2.

Figure 1: Property Location Map

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Table 1: Claim Data

Title Number	Claim Name	Owner	Title Type	Map Number	Issue Date	Good To Date	Status	Area (ha)
1076871	GOLD CREEK	287961 (100%)	Mineral Claim	082G	2020/JUN/20	2025/JUL/15	GOOD	84.45
1076872	TWIN 5	287961 (100%)	Mineral Claim	082G	2020/JUN/20	2025/JUL/15	GOOD	84.58
1076873	LILO	287961 (100%)	Mineral Claim	082G	2020/JUN/20	2025/JUL/15	GOOD	84.55
1076884	FRANKIE	287961 (100%)	Mineral Claim	082G	2020/JUN/21	2025/JUL/15	GOOD	84.46
1077233	LILO2	287961 (100%)	Mineral Claim	082G	2020/JUL/15	2025/JUL/15	GOOD	296.00
1077399	LILO3	287961 (100%)	Mineral Claim	082G	2020/JUL/20	2025/JUL/15	GOOD	126.87
1078138	TWIN 5A	287961 (100%)	Mineral Claim	082G	2020/AUG/22	2025/JUL/15	GOOD	507.37
1078139	LILOS TWIN	287961 (100%)	Mineral Claim	082G	2020/AUG/22	2025/JUL/15	GOOD	317.16
1078762	GOLD CREEK 1	287961 (100%)	Mineral Claim	082G	2020/SEP/18	2025/JUL/15	GOOD	528.73
1078763	GOLD CREEK 2	287961 (100%)	Mineral Claim	082G	2020/SEP/18	2025/JUL/15	GOOD	84.60
1078861		287961 (100%)	Mineral Claim	082G	2020/SEP/25	2025/JUL/15	GOOD	845.32
1079706	GC FRANKIE	287961 (100%)	Mineral Claim	082G	2020/NOV/23	2025/JUL/15	GOOD	802.32
1080618	KOO	287961 (100%)	Mineral Claim	082G	2021/JAN/17	2025/JUL/15	GOOD	190.09
1081340	DEEP COPPER 1	287961 (100%)	Mineral Claim	082G	2021/FEB/22	2025/JUL/15	GOOD	843.74
1081451	COPPER RIDGE	287961 (100%)	Mineral Claim	082G	2021/MAR/02	2025/JUL/15	GOOD	1,519.34
1081452	COPPER RIDGE NORTH	287961 (100%)	Mineral Claim	082G	2021/MAR/02	2025/JUL/15	GOOD	1,939.50
1081454	COPPER RIDGE EAST	287961 (100%)	Mineral Claim	082G	2021/MAR/02	2025/JUL/15	GOOD	1,476.63
1081504	KOO NORTH	287961 (100%)	Mineral Claim	082G	2021/MAR/04	2025/JUL/15	GOOD	2,004.58
1081505	KOO NORTH 2	287961 (100%)	Mineral Claim	082G	2021/MAR/04	2025/JUL/15	GOOD	485.02
1081519	KOO BRIDGE	287961 (100%)	Mineral Claim	082G	2021/MAR/05	2025/JUL/15	GOOD	463.98
1081520	LILO INFILL	287961 (100%)	Mineral Claim	082G	2021/MAR/05	2025/JUL/15	GOOD	613.02
1095350	SF JAKE	287961 (100%)	Mineral Claim	082G	2022/APR/26	2025/JUL/15	GOOD	210.99
1095351	SF - JAKE WEST	287961 (100%)	Mineral Claim	082G	2022/APR/26	2025/JUL/15	GOOD	105.47
1095573	PYRITES OF PENZANCE	287961 (100%)	Mineral Claim	082G	2022/MAY/10	2025/JUL/15	GOOD	189.74
1098247	COPPER FOX 1	287961 (100%)	Mineral Claim	082G	2022/OCT/20	2025/JUL/15	GOOD	2,089.99
1098359	COPPER FOX 2	287961 (100%)	Mineral Claim	082G	2022/OCT/20	2025/JUL/15	GOOD	1,012.54
1098430	COPPER FOX 3	287961 (100%)	Mineral Claim	082G	2022/OCT/20	2025/JUL/15	GOOD	1,098.60
1098501	GILNOCKIE 1	287961 (100%)	Mineral Claim	082G	2022/OCT/20	2025/JUL/15	GOOD	1,439.16

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1098868	COPPER FOX 4	287961 (100%)	Mineral Claim	082G	2022/OCT/23	2025/JUL/15	GOOD	400.99
1098869	COPPER FOX 5	287961 (100%)	Mineral Claim	082G	2022/OCT/23	2025/JUL/15	GOOD	253.05
1099087	3 CROWS	287961 (100%)	Mineral Claim	082G	2022/NOV/01	2025/JUL/15	GOOD	189.42
1101902	MACGILIVR AY 1	287961 (100%)	Mineral Claim	082G	2023/FEB/02	2025/JUL/15	GOOD	2,021.75
1101903	MACGILIVR AY 2	287961 (100%)	Mineral Claim	082G	2023/FEB/02	2025/JUL/15	GOOD	1,939.29
1101904	MOYIE LAKE	287961 (100%)	Mineral Claim	082G	2023/FEB/02	2025/JUL/15	GOOD	673.69
1101953	MAG RIDGE	287961 (100%)	Mineral Claim	082G	2023/FEB/03	2025/JUL/15	GOOD	717.99
1104043	Gilnockie 2.0	287961 (100%)	Mineral Claim	082G	2023/MAY/01	2025/JUL/15	GOOD	169.26
1104656	Copper South	287961 (100%)	Mineral Claim	082G	2023/JUN/08	2025/JUL/15	GOOD	2,113.34
1104657	Copper South 2	287961 (100%)	Mineral Claim	082G	2023/JUN/08	2025/JUL/15	GOOD	736.24
Total 38 Claims						28,743.82 Ha Land

Figure 2: Claim Map with physiography

Environmental Concerns

There is no historical production from mineralized zones on the Property, and the author is not aware of any environmental liabilities which have accrued from historical exploration activity. The area which makes up the property is situated on Crown Land and the mineral claims are within the jurisdiction of the British Columbia

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Government. Should Aeonian/Altina apply for a Notice of Work permit application they will require First Nations engagement. The Property sits within the traditional territory of the Ktunaxa Nation which extends from the Kootenay River through portions of British Columbia, Alberta, Montana, Idaho, and Washington.

Access, Climate, Physiography, Local Resources, and Infrastructure

Access

The Koocanusa Property has good year-round access from Cranbrook, British Columbia, via the main Gold Creek and Tepee Creek gravel forest roads. Southeastern parts of the Property can also be accessed via BC 93 and the Kikomun Newgate and Linklater Forest service roads. The southwestern portion of the Property has access via Wickman Creek forest service road. Smaller temporary logging roads provide additional access to various sections of the property via 4wd truck or ATV.

Climate

The Project area lies within a region of humid continental climate. Daily average temperatures range from $-7.2^{\circ}\mathrm{C}$ in December to $18.7^{\circ}\mathrm{C}$ in July (Figure 3). The average annual precipitation is $280\mathrm{mm}$ of rainfall and $125\mathrm{cm}$ of snow. Snowfall is the primary form of precipitation in the winter (November to March), with a median snow depth of $16\mathrm{cm}$ in January. Ground exploration such as prospecting, mapping and sampling can be carried out between May to October while geophysical surveys and drilling can be done year-round with snow ploughing on forestry roads.

Figure 3: Climate Data from Cranbrook Airport (Environment Canada)

Physiography

The Property ranges in elevation from about $800\mathrm{m}$ to $2,000\mathrm{m}$ above sea level and lies within the McGillivary Range of the Purcell Mountains. The topography could be considered moderate with a variety of creeks, including Teepee and Cavan, feeding east into Gold Creek which then flows southeast through the Project area and into Lake Koocanusa which is created by a dam on the Kootenay River south in Montana. The majority of the Project area has been logged and is in various stages of re-growth. Ponderosa pine exists in areas below $900\mathrm{m}$ elevation. Douglas-fir, as well as western Larch and Lodgepole Pine, become abundant at higher elevations.

Traversing areas away from the logging roads on foot seems reasonable for geological mapping, soil sampling, and conducting ground geophysics.

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Local Resources and Infrastructure

The city of Cranbrook, B.C., had a recorded population of just over 20,000 (Statistics Canada Census, 2016). Cranbrook is the largest urban centre in southeastern British Columbia, with 4.9% of the workforce engaged in the “mining, quarrying and oil and gas sector” and 18.8% of the workforce list their occupation as “trades, transport and equipment operators and related occupations” (Statistics Canada Census, 2016). The Canadian Rockies International Airport is located 10km north of Cranbrook and has daily flights to Vancouver and Calgary. The Crowsnest Highway (B.C. Highway 3) passes through Cranbrook as runs east-west through southern British Columbia, from Hope, B.C., to the Alberta border. A second north-south highway system (B.C. HWY 93/95) passes through Cranbrook and links the city with the Trans-Canada HWY in the north and the U.S. border with Montana in the south. The Canadian Pacific Railway has a railway yard in Cranbrook and rail connections that run to the Port of Vancouver and southwest to the U.S. The Trans-Canada Natural Gas Pipeline runs along the northwestern edge of the Koocanusa Property. The Canadian Rockies International Airport in Cranbrook offers several flights a day with to Calgary, Vancouver, and other locations.

The size of the Property is large enough to carry out potential mining operations including tailings storage areas, waste disposal areas, heap leach pad areas, and a plant site if a significant discovery is made. Water is available from local creeks, lakes and other bodies of water located on the Property. Power is also available locally from BC Hydro at Cranbrook. The Columbia River system, which includes dams like the Mica, Revelstoke, and Hugh Keenleyside dams, contributes significantly to the power supply in southeastern BC, where Cranbrook is located.

History and Previous Work

Minfile is a database of BC Ministry of Energy and Mines which contains geological, location and economic information on over 13,000 metallic, industrial mineral and coal mines, deposits, and occurrences in B.C. The BC Geological Survey (BCGS) has the mandate to compile Minfile information by reviewing mineral assessment reports, recent publications, press releases, property file and company websites. Portions of the Koocanusa Project area have seen prior work, most of which occurred between 1988 and 1991 and which resulted in the discovery of several B.C. MINFILE mineral occurrences:

Gold Creek - MINFILE #082GSW022
Frankie - MINFILE #082GSW034
Lilo - MINFILE #082GSW076
Jake Copper - MINFILE #082GSW070
Yahk Mountain Zone - MINFILE #082GSW072
Twin 5 - MINFILE #082GSW090

These MINFILE occurrences shown on Figure 4 and are discussed in this Section. The western portion of the Koocanusa claims abut against the Silver Fox Property recently worked by Kootenay Silver (Section 23).

Gold Creek - MINFILE #082GSW022

Gold was first discovered in the region in 1863 along the Wild Horse River, 10 km northeast of Cranbrook (Holland, 1980). The provincial government completed stream sampling across many parts of the province and the current database can be found as part of the Regional Geochemical Survey (RGS) (Han and Rukhlov, 2020). The regional resolution of this database limits the usefulness of this sample set for exploration purposes with only a small number of stream sediment samples collected from within the Project area. Despite the limited sampling in the area, elevated gold values (>90% percentile) can be seen in RGS stream sediment samples just south of the Project area. However, RGS stream sediment samples were generally not collected from the larger streams like Gold Creek.

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Klewchuck (1991a) reported that fine placer gold in Gold Creek, as well as surface alteration zones and anomalous mercury in bedrock, led South Kootenay Goldfields Inc. to commence an exploration program for lode gold in the area. The work on the Gold Creek showing area in 1989 included prospecting and rock geochemistry, analysis of heavy mineral and panned concentrate from stream samples, soil sampling, $9\mathrm{km}$ of line cutting and IP geophysics, and diamond drilling (Klewchuck and Ryley, 1990; Ryley et al., 1990). Heavy minerals and pan concentrates were collected from within Gold Creek and returned anomalous values along most of the sampling length and some samples returning over values in the range of below the lab detection limits to $198~\mathrm{ppm}$ Au, and $10~\mathrm{ppm}$ to $161~\mathrm{ppm}$ copper (Klewchuck and Ryley, 1990). Chalcopyrite and malachite staining was reported from a number of samples including both float and bedrock. Anomalous Cu values (1 ppm to $143~\mathrm{ppm}$ ) were identified in soil sampling from two lines south of, and running parallel to, Gold Creek. The rock samples collected indicated gold values in the range of 1 ppb to $33~\mathrm{ppb}$ , silver 0.1 ppm to $241.5~\mathrm{ppm}$ , copper 2 ppm to $9,337~\mathrm{ppm}$ , lead 2 ppm to $28,549~\mathrm{ppm}$ , and zinc 1 ppm to $76,198~\mathrm{ppm}$ . The Gold Creek MINFILE occurrence is described as consisting of disseminated copper sulfide mineralization occurring in the Nicol Creek, Gateway and Roosville formations. "Chalcopyrite is disseminated and occasionally concentrates as blebs. Malachite and azurite are less common, occurring in quartz veinlets and fracture planes." (B.C. MINFILE #082GSW022). Twenty-three diamond drill holes were attempted across the property in 1989 and 1990 (Table 2). The majority of the drill holes were targeted on geophysical anomalies. The highlight of this drilling was hole G90-1 which passed through tuffaceous sediments and volcanic flows. Three samples of mineralized quartz veining were sampled and returned values of $0.65\%$ , $0.20\%$ , and $0.43\%$ copper (Samples 45361, 45362 and 45364; Ryley et al, 1990). This drill location is the BC MINFILE Twin 5 occurrence (#082GSW022). A second hole drilled about $60\mathrm{m}$ to the NE (G90-19) did not identify significant copper mineralization. The overall focus of exploration in this program was gold, and no significant gold results were reported from this drilling. Important conclusions from the work include "Both the Nicol and Gateway formations contain disseminated chalcopyrite which may be stratabound" and "opportunity exists for stratiform copper deposits" (Ryley et al., 1990)). These drill holes were targeted to intercept geophysical survey anomalies. With some exceptions, typical sampling lengths were $1.5\mathrm{m}$ drilled width and bedding orientation was recorded 75 - 80 degrees to core angle. The drill intercepts are reported as drilled widths/depths and were not converted to true widths.

The focus of work in the second season was to identify gold mineralization through an exploration program of soil geochemistry, geological mapping, and an airborne magnetic and VLF-EM surveys (Klewchuck, 1991a; 1991b). The anomalous gold and copper values from the confluence of Cavan Creek and Gold Creek were targeted with a detailed soil geochemical grid made up of 1153 samples taken over a $12\mathrm{km}^2$ area. The soil sampling grid consisted of a $5\mathrm{km}$ cut baseline and $100\mathrm{m}$ spaced sample lines with a sample spacing of $100\mathrm{m}$ along the lines. Samples were collected from the 'B' horizon and results were presented in a map format without contouring or shading. A copper anomaly detected by the soil sampling led to the discovery of at least one new bedrock occurrence of copper (Klewchuck, 1991a). However, no new gold occurrences were discovered, and no additional drilling was completed in the second season. The helicopter borne magnetic and VLF-EM survey was conducted over the course of 2 days at the end of August 1990. The survey work included 614-line kilometers and covered 4 different areas which partly cover the Koocanusa property. One primary conclusion from this work was that geophysics is useful for indicating the presence of undetected structural breaks (Klewchuck, 1991a).

The main recommendation was that further work would be required to combine the geophysical survey information collected at the end of the 1990 season with the known geological and geochemical data to establish targets for more detailed exploration (Klewchuck, 1991).

Table 2: Diamond Drill Locations Reported by Ryley et al. (1990) in BC ARIS #19965.

DDH#	Location	UTM N	UTM E	Length
G89-01	Gold Mt. Face Road	5442620	621760	31.4
G90-01	Gold Mt. Face Road	5441770	622350	166.7
G90-02	Gold Mt. Face Road	5442280	621420	141.7
G90-03	Gold Mt. Face Road	5441200	622360	145.1

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G90-04	Stone Farm	5449700	614050	153.9
G90-05	Stone Farm	5450300	615175	133.2
G90-06	Stone Farm	5449375	614400	222.8
G90-07	Stone Farm	5449550	614150	41.1
G90-08	Stone Farm	5449525	614125	32.0
G90-09	Stone Farm	5449440	613520	65.5
G90-10	Stone Farm	5449460	614900	111.9
G90-11	Stone Farm	5449300	614210	159.7
G90-12	Stone Farm	5449560	618900	171.3
G90-13	Stone Farm	5449440	613550	148.4
G90-14	Stone Farm	5449440	613490	84.1
G90-15	West of Stone Farm	5448940	612600	118.0
G90-16	Stone Farm	5449800	614760	92.0
G90-17	Gold Mt. Face Road	5443090	621160	100.6
G90-18	Gold Mt. Face Road	5444490	623120	93.6
G90-19	Gold Mt. Face Road	5441800	622400	172.9
G90-20	Osprey Nest Ranch	5456500	614880	85.4
G90-30	TeePee Creek Road	5460500	606160	148.1
G90-31	TeePee Creek Road	5460570	606360	91.5

Frankie - MINFILE #082GSW034

The Frankie showing (BC MINFILE #082GSW034) is reported as a mercury showing located on a ridge east of Gold Creek and ~2km south of Chains Lake. This showing has seen various prospecting, geological work, and drilling.

Klewchuck (1989, BC ARIS 18748) reported results from a 4-hole drilling program. The highlight was 0.31% mercury in a 0.6 m long sample of drill core (BC ARIS 18748). Assay results on a grab sample from the area returned 4.9% mercury (BC ARIS 19965). These intercepts are drilled widths and have not been converted to true widths. Mercury mineralization at this location is likely unrelated to the sediment hosted-copper mineralization on the property as it has been described as hydrothermal epigenetic of an unknown type (BC MINFILE #082GSW034).

Kennedy (2006a, BC ARIS 28482) conducted a brief two-day prospecting and mapping work project in 2005 on the area around the Frankie showing. Work consisted of prospecting and the creation of a prospecting map of alteration, veining, and mercury and copper occurrences. A second two-day prospecting and mapping work project by Kennedy (2006b, BC ARIS 28483) focused on the potential for mercury mineralization in sediments just south of Tepee Creek, towards the north end of the Koocanusa Project area. Cinnabar was reported to occur as coatings on pyrite cubes as well as in narrow breccia zones (Kennedy, 2006b). However, no sample descriptions, photographs, or assay results were provided in either of these assessment reports.

Lilo - MINFILE #082GSW076

The Lilo showing (BC MINFILE #082GSW076) lies on the southwestern portion of the Koocanusa Project. The Lilo Property was originally staked in 1990 after reconnaissance work identified alteration, limonitic staining, malachite, and disseminated chalcopyrite in logging road cuts (Bapty, 1991). Work on this property included 5 days of prospector mapping of roadcuts and outcrops, and the collection of grab samples for assay. Bapty (1991) reported azurite and chalcopyrite in narrow bedding-parallel fractures in black argillaceous siltstones as well as calcite veins with two grab samples returning assay values of 0.24% (Sample #2487) and

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0.25% Cu (Sample #2487). A sample of limonitic calcite breccia (Sample #52211) returned assay values of 0.98% Cu and 3.4 ppm Ag (Bapty, 1991).

2012 – Geological mapping of NNW and NE trending Faults

Anderson (2013) conducted a mapping project on an area within the north central portion of the Koocanusa Project (Mineral Title #108159, Koo Bridge) to examine the area for gold potential. This area was recorded as one with low relief and little outcrops, but logging had improved access and added new road-cuts. A series of hard white alteration zones were found in the Gateway formation aligned along an NNW trend with a fault (Anderson, 2013). Minor galena and pyrite were noted as well as quartz vein float that was identified downslope of a fault. A detailed 1:20,000 geology, alteration, and structural map was created, but no follow up work was reported. The structural complexity of the Anderson (2013) geological map is instructive, as detailed geological mapping work will likely be required in the Project Area to trace out prospective strata and structures.

Jake Copper – MINFILE #082GSW070

The KRL (Jake Copper) occurrence is located on a ridge top in the southeastern head waters of Tepee Creek. The area is underlain by Proterozoic Belt–Purcell Supergroup sediments; mainly rusty weathering argillites of the Upper Aldridge Formation and clean quartzite, siltstone and argillite of the Creston Formation sediments have been intruded by gabbro-diorite Moyie sills and dikes, which are associated locally with mineralized base and precious metal veins. Structure in the area is mostly east-west trending as evidenced by veins and cleavage; bedding tends to undulate but is mostly shallow dipping.

Locally, strata-bound copper mineralization consisting of chalcopyrite and malachite with accessory galena, arsenopyrite, bornite and pyrite occur as disseminations and as fracture fillings in quartzites, calcareous siltstones and intense sericite altered siltstones over a stratigraphic interval of greater than 50 metres. Pyrolusite and jarosite alteration are associated with the mineralization. In 2012, two samples of mineralized quartzites assayed 0.104 and 0.127 per cent copper with 2.9 and 9.9 grams per tonne silver (Assessment Report 32645). In 2011, a rock sample (MC11-62) of quartz with malachite assayed 0.136 per cent copper and 17.5 grams per tonne silver (Assessment Report 32807).

In 1998, the area was prospected as the Dek claims. In 2006, Saint Eugene Mining completed 697 line-kilometres of airborne combined magnetic and electromagnetic surveys on the area. The same year Grandeur Resources completed a program of geological mapping and rock and soil sampling on the area. During 2007 through 2013, Kootenay Gold completed a program of geological mapping, hand trenching, rock and silt sampling, a 28.0 line-kilometre combined ground electromagnetic and magnetic survey, a 500 line-kilometre airborne magnetic survey and a 500 line-kilometre seismic survey on the area as the KRL claims, Silver Fox property.

Yahk Mountain Zone, Silver Fox – MINFILE# 082GSW072

The Yahk Mountain Zone is located from the summit of Yahk Mountain south into the headwaters of an unnamed creek, approximately 16 kilometres southeast of Moyie. The showing was discovered in 2010 by Kootenay Gold Inc. as a part of the KRL mineral claims of the Silver Fox property. Previous work in the area has centred on the Silver Pipe (MINFILE 082GSW058) occurrence and more recently the Jake and Snake veins of the KRL property.

The area is underlain by Proterozoic Belt–Purcell Supergroup sediments; mainly rusty weathering argillites of the Upper Aldridge Formation and clean quartzite, siltstone and argillite of the Creston Formation sediments have been intruded by gabbro-diorite Moyie sills and dikes, which are associated locally with mineralized base and precious metal veins. Structure in the area is mostly east-west trending as evidenced by veins and cleavage, bedding tends to undulate, but is mostly shallow dipping.

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Locally, strata-bound copper mineralization is hosted in silicified and carbonatized Upper Creston laminated siltstone, sand lenses, a vitreous quartzite unit and also within a strongly leached Middle Creston quartzite. Copper mineralization occurs as blebs of chalcopyrite within the vitreous quartzite and as concentrated masses along primary bedding structures within sand lenses in silicified laminated green siltstone. Two areas were seen to have quartz-chlorite breccia float boulders with copper and lead mineralization. The character of the float is very similar to the mineralization at the Silver Pipe area and could represent the development of another east-west vein system along the St. Eugene trend.

In 2011, sampling returned values between 7.3 ppm to 5,543 ppm (0.55 percent) copper, less than 0.1 ppm to 24.7 ppm silver. Gold values were less than 0.5 ppb to 279.9 ppb (0.28 gram per tonne gold (Assessment Report 32181)).

During 2007 through 2013, Kootenay Gold completed a program of geological mapping, rock and silt sampling, a 500 line-kilometre airborne magnetic survey and a 500 line-kilometre seismic survey on the area as the KRL claims, Silver Fox property.

Twin 5 – MINFILE #082GSW090

The Twin 5 occurrence is located on a small ridge to the southwest of Gold Creek, approximately 7.5 kilometres northwest of its mouth on Lake Koocanusa.

The area is underlain by Proterozoic and Paleozoic sedimentary and volcanic rocks. Basaltic flows and volcaniclastics of the Helikian Nicol Creek Formation (Purcell Supergroup) outcrop sporadically, while siltstones, dolomites and dolomitic quartzites of the Gateway Formation (Purcell Supergroup) are widespread. Quartzites of the overlying Phillips Formation (Purcell Supergroup) and fossiliferous limestones of the Upper Devonian Fairholme Group outcrop in the northeast. Roosville Formation (Purcell Supergroup) argillaceous dolomites also occur. Bedding generally strikes north-northwest with 30-to-40-degree dips to the northeast.

Locally, as identified by drilling, basalts and amygdaloidal flows host a zone of brecciation and alteration with mineralized quartz veins. The mineralization consists of coarse-grained pyrite with massive pyrrhotite and chalcopyrite.

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In 1990, a diamond drill hole (G-90-01) intersected the following values (Assessment Report 19965B):

Table 3: Assessment Report 19965B

Sample No.	From (m)	To (m)	Length (m)	Copper (%)
45361	155.3	155.6	0.3	0.650
45362	155.6	155.9	0.3	0.203
45364	156.2	156.6	0.4	0.434

During 1988 through 1990, South Kootenay Goldfields completed a program of geological mapping, soil and stream sampling, 708.1 line-kilometres of combined airborne electromagnetic and magnetic surveys, a 9.0 line-kilometre ground induced polarization survey and three diamond drill holes on the immediate area.

Figure 3: Minfile locations

Geological Setting and Mineralization

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Regional Geology

The Koocanusa Property lies within the Purcell Mountains and is underlain by rocks of the Mesoproterozoic (~1.4 Ga) Purcell Supergroup (Figure 5). The Purcell Supergroup was deposited in an extensional basin and is primarily made up of siliciclastic and carbonate clastic rocks with minor amounts of mafic volcanic rocks. The basin extends from southeastern British Columbia into Idaho, western Montana, and eastern Washington. This sedimentary basin is termed the ‘Belt Basin’ or the ‘Belt Supergroup’ in the United States and the Purcell Supergroup in Canada.

Details of the Belt-Purcell Basin tectonic setting are still debated, but most models involve intracontinental rifting.

Rocks of the Purcell Supergroup in Canada have been stratigraphically subdivided based on changes within the basin (Höy, 1993; Lydon, 2007; Gardner and Johnston, 2007). These changes in the basin have led workers to commonly split rocks into four informal groups: the Basal, the lower, the Middle Carbonate, and the upper Purcell (Gardner, 2008). In the United States these four units are referred to as the lower, the Ravalli, the Middle Carbonate, and the Missoula.

The rift system that created the Belt-Purcell basin is interpreted to have been active in two stages; the first of which was underway by 1470 Ma and involved an accumulation of 10 km of fine-grained turbidites and intercalated mafic sills (Price and Sears, 2000). These turbidite ‘rift-fill’ rocks are termed the Aldridge Formation and host the world-class Sullivan SEDEX Zn-Pb deposit (Lydon, 2007). The second phase of basin rifting led to the deposition of approximately 6 km of shallow water sediments (Price and Sears, 2000). These shallow-water sediments are made-up of fine-grained clastic and carbonate rocks that were deposited in mud flat, lagoonal, fluvial, and playa environments and are interpreted to represent a ‘rift-cover’ sequence (Lydon, 2007). It is the ‘rift-cover’ portion of the basin that contains sediment-hosted Cu-Ag deposits in Montana (Hayes and Einaudi, 1986; Boleneus et al., 2005). The upper ‘rift-cover’ portion of the Purcell Supergroup has recently been interpreted to represent a transpressional pull-apart basin (Ross et. al., 2003; Gardner, 2008).

The ‘rift-cover’ sequence starts with siltstones and sandstones of the Creston formation, overlain by carbonates of the Kitchener Formation and then fine clastic rocks of the Van Creek Formation. A thick package of distinctive flood basalts, termed the Nicol Creek Formation, overlies these rocks. Coarse clastic and stromatolitic carbonate rocks of the Sheppard Formation sit locally on top of the Nicol Creek Formation. Shallow-water, fine-grained clastic rocks of the Gateway, Phillips and Roosville formations overlie the Sheppard formation (Höy, 1993). The stratigraphy of the Purcell Supergroup in the Project area, and from the Belt Supergroup in Montana, is summarized in Table 3.

Regional deformation has folded the Purcell Supergroup into a large north plunging anticlinorium with the oldest rocks of the Aldridge Formation at the core (Höy, 1993). The Purcell anticlinorium was formed as the Purcell Supergroup was thrust eastwards onto the cratonic margin of western North America in the late Mesozoic and Early Cenozoic (Price, 1981). A large number of thrust faults were created at this time, many of which were later reactivated at normal Faults (Höy, 1993).

The Rocky Mountain Trench lies to the east of the Project area and represents a broad structurally controlled valley that extends from Montana to the Yukon Territory and is floored by a thick sequence of Quaternary and Recent sand and gravel deposits (Höy, 1993). This trench separates the Purcell Mountains on the east from the Rocky Mountains on the west.

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Table 4: Stratigraphy of the Purcell Supergroup in the Project Area and Equivalent Units from the Belt Supergroup in the USA.

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Figure 4: Regional Geological Map

Local Geology

The Koocanusa Project area was mapped by Leech (1960) and Höy and Carter (1988) and included in a compilation of the Purcell Supergroup by Höy et. al. (1995). All the rocks in the Project consist of the upper "Rift Fill" component of the Purcell Group Stratigraphy. This aspect is important because rocks of the Aldridge Formation in the lower Purcell Supergroup are reduced in nature and unlikely to host sediment-hosted Cu type deposits. The western and northwestern portion of the Property is underlain by the Kitchener and Van Creek formations (Figure 6) with rocks of the Creston Formation exposed just west of the property boundary. The remainder of the Property area is underlain by the Upper Purcell, including rocks of the Van Creek, Nicol Creek, Sheppard, Gateway, and Phillips formations.

Creston Formation

The Creston Formation is exposed just west of the northwest property boundary. The Creston Formation has been divided into three units based on lithology and environment of deposition (Höy, 1993). The lowermost unit is dominated by siltstone and argillite, the middle unit is dominated by quartz arenite with lesser siltstone, and the upper unit is predominantly siltstone. It is the middle sandstone-dominated unit, termed the 'Revet Formation' in Montana, that hosts the Troy, Rock Creek and Montanore Cu-Ag deposits. Crossbedding and ripple marks are common within the quartz-rich sandstone, consistent with deposition in a relatively shallow, high-energy environment.

Kitchener Formation

The Kitchener Formation is a thick horizon of carbonate rocks that include oolitic limestone and dolomitic siltstone (Höy, 1993). This unit is informally referred to as the Middle Carbonate in the Belt-Purcell Basin.

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Van Creek Formation

The Van Creek Formation consists of maroon or green interlayered siltstone and argillite. The unit is thinly bedded to laminated and locally fissile. Mud-chip breccias, ripple marks and desiccation cracks indicate that this unit was deposited in shallow water. Gabbro dikes and sills are relatively common near the top of the Van Creek Formation and may be interpreted as feeder dykes to the Nicol Creek Formation.

Nicol Creek Formation

The Nicol Creek Formation is a distinctive grey-green flood basalt unit (Höy, 1993) that is termed the ‘Purcell lavas’ where it exposed in Montana (Table 3). The Purcell lavas are commonly used as a marker horizon within the basin due to their distinctive nature and relatively widespread occurrence. The Nicol Creek basalts have not been dated but a rhyolite to quartz latite flow from the Purcell lavas in Montana has an age of 1443 ±7 Ma age (Evans et al., 2000). The Nicol Creek Formation is dominated by vesicular and amygdaloidal flows with vesicles and gas chambers locally providing well-defined top indicators to the flows. Plagioclase-porphyritic flows are also relatively common and are typically interlayered with the vesicular lavas. A general lack of pillow structures combined with the stratigraphic setting have led workers to interpret a subaerial eruption environment for these rocks (McGimsey, R., 1985; Höy, 1993). The Nicol Creek volcanic rocks have a subalkaline to alkaline, within-plate geochemical signature (Höy, 1993).

Sheppard Formation

The Sheppard Formation directly overlies volcanic rocks of the Nicol Creek Formation and is distinctive due to the local presence of well-developed stromatolitic rocks. The unit is reported as a calcareous sandstone and siltstone interspersed with stromatolitic and oolitic dolomitized limestone beds as well as massive non-calcareous sandstones by Gardner (2008). The Sheppard Formation was originally mapped by Leech (1960) as the lower part of Gateway Formation but was later adopted as a separate formation by McMechan (1981). An unconformable relationship between the Sheppard and Nicol Creek formations has been suggested by Höy (1993) due to missing Nicol Creek strata and local presence of conglomerate at the base of the Sheppard.

Gateway Formation

The Gateway Formation appears to make up most of the bedrock on eastern and southern portion of the Property. The Gateway is comprised of fine-grained light grey and green siltstone and sandstone with minor dolomitic limestone (Gardner, 2008). The base of the Gateway was marked by Höy (1992) as the first appearance of rip-up clasts, desiccation cracks and salt casts. The presence of salt casts has been considered distinctive of the stratigraphically equivalent unit in Montana (O'Brien, 1968). The Gateway Formation fines upward with predominantly sandstone at the base and fine-grained siltstone and argillite near the top (Höy, 1992). The unit ranges from thin to thick bedded and ripple marks are common. Odd buff dolomite sequences have also been reported from this unit and the depositional environment is lagoonal (Gardner, 2008).

Phillips Formation

The Gateway is separated from the overlying Roosville Formation by a distinctive maroon siltstone and sandstone that is rich in muscovite and termed the ‘Phillips Formation’. Without this marker formation, it may be impossible to identify the contact between the upper Gateway and the lower Roosville (Gardner and Johnston, 2007).

Roosville Formation

The Roosville Formation is described as a dark grey to green argillite and siltstone with fine to medium-grained dolomitic sandstone that was deposited in a tidal flat lagoonal environment (Gardner, 2008). Gardner (2008) marks the base of the Roosville Formation as the first appearance of massive stromatolite beds within finely laminated dark grey to black argillite and siltstone.

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Intrusive Rocks

Gabbro dikes are found cutting the Creston, Kitchener, and Van Creek Formations in areas south of Cranbrook (Hartlaub and Paradis, 2008; Hartlaub, 2009). A U-Pb age of 1439 ±2 Ma (Brown and Woodfill, 1998) for a gabbro sill that cuts the Kitchener Formation is consistent with an equivalent age for the Nicol Creek Formation in Montana. A gabbro dike, exposed near Eager hill north of Cranbrook, cuts the Kitchener Formation and includes numerous thin veins containing chalcopyrite (B.C. MINFILE 082GNW033). This gabbro may also represent a feeder dike to the overlying Nicol Creek basalts and is consistent with elevated Cu in these mafic volcanic rocks (Hartlaub and Paradis, 2008).

Structural Geology and Metamorphism

The project lies on the eastern limb of the regional Purcell Anticlinorium. Bedding in the project area generally strikes north-northwest and dips 25-55 degrees to the east-northeast. The oldest structures in the Project area are likely syn-sedimentary faults that would have been active during basin extension. The Gold Creek Minfile occurrence lies directly on the Gold Creek Fault mapped by Höy and Carter (1988). This fault is one of a series of west and south-west dipping normal faults that cut through the Property (Leech, 1960; Höy and Carter, 1988; Höy, 1993; 1995). The Gold Creek fault can be traced northwestwards from the U.S. border, through the Property and the city of Cranbrook, until it is covered by quaternary sediments just south of Kimberly. This fault is interpreted as a west and south-west dipping normal fault that was activated during extension in Early Tertiary time (Höy, 1993). These, and other, faults in the area are best identified by a combination of topographic analysis, geological mapping, and airborne magnetic surveys. The most significant of these normal faults is the Rocky Mountain Trench mapped east of Koocanusa Lake and covered by Quaternary and Recent sand and gravel deposits.

Mineralization

There are several mineral showings and occurrences on the property which are related to sediment hosted copper, gold, and mercury. Chalcopyrite and malachite sulfides are reported on the Gold Creek showing. Frankie showing is a sediment hosted mercury, copper mineralization. The Lilo showing has alteration in the form of limonitic staining, malachite, and disseminated chalcopyrite in logging road cuts. Mineralized quartz veins on the Property are dominantly controlled by east-west trending fault system. Disseminated iron and copper mineralization is widespread, occurring in the Nicole Creek, Gateway and Roosville Formations. Octahedral magnetite and hematite occur in amygdaloidal and massive basalts and volcaniclastic breccia of the Nicol Creek volcanics and less commonly in the Gateway and Roosville formations. Disseminated pyrite is occasionally thinly bedded to massive but normally is less than 1% in medium to coarse crystals. Chalcopyrite is disseminated as medium to coarse crystals and occasionally will concentrate as blebs, as seen in the Nicol Creek volcanics. Malachite and azurite are less common, occurring in quartz veinlets and fracture planes. (Klewchuck and Ryley, 1990).

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Figure 5: Property Geology

Deposit Types and Models

Exploration on the Koocanusa Project should be designed with a primary focus to locate and delineate sediment-hosted Cu mineralization. Siliciclastic sedimentary rocks contain significant copper (Hitzman, 2000, 2010) and large cratonic basins filled with immature clastic sediments are, consequently, good source regions for this important resource. The Belt-Purcell basin has a thickness of at least 19 km in the central part of the basin in B.C. (Cook and van der Velden, 1995) and up to 18 km in the U.S. (Winston and Link, 1993). Sediment-hosted copper deposits are a major global source of copper and two of the three largest copper projects in the world that are currently in development are sediment-hosted (Mining, 2021). The majority of deposits are formed within Proterozoic-aged continental rift basins due to movement of moderately low pH oxidized fluids within permeable, shallow-water sedimentary and, more rarely, volcanic rocks (Brown, 1992; Cailteux et al., 2005). The largest and most prolific region for these deposits is the Central African Copper Belt of Zambia and the DRC, but deposits are found throughout the world (Cailteux et al., 2005; Hitzman et al., 2010). Canada hosts a number of known regions of sediment-hosted copper mineralization, including the Belt-Purcell Basin in B.C. and the Janice Lake area (Delaney et al., 1995; Wheatley and Mazur, 2018) of Northern Saskatchewan.

Exploration for sediment-hosted copper mineralization in the upper Belt-Purcell Supergroup was spurred by the major discovery of the Spar Lake Deposit in 1963 by Bear Creek Mining in the Revett Formation (Hayes and Einaudi, 1986). Numerous additional sediment-hosted stratabound Cu-Ag deposits, including Rock Creek and Montanore, have been identified in the upper Belt-Purcell Basin in Montana (Boleneus et al., 2005). The entire Belt-Purcell Basin was more recently reported by the USGS to host at least 11 deposits and 36 occurrences of sediment hosted copper (Zientek et al., 2015). The principal minerals at the Troy Mine in Montana are native silver and three argentiferous copper sulfides noted as bornite, digenite and chalcocite (Hayes and Einaudi, 1986). Mineralization was found to be intergranular, located between the clastic silicate grains. A major US Geological Survey of global sediment-hosted copper potential identified the Creston Formation of B.C. as having significant potential (Zientek et al., 2015). The same study identified copper

mineralization in overlying strata including the Snowslip, Shepard, Mt. Shields, and Bonner Formations, equivalent to the exposed units on the Koocanusa property. This is consistent with the prior work in the Project area that has identified several sediment-hosted copper occurrences and recent work on adjacent properties.

Figure 6: Example schematic cross-section of an intracratonic basin with sediment-hosted stratiform copper deposits (from Hitzman et al., 2010)

Form of Mineralization

Sediment hosted copper mineralization can take a variety of forms and may be accompanied by significant silver and/or cobalt. Deposits are less than 30 m thick, and more commonly less than 3 m thick, in sulfide-bearing zones that are roughly concordant with the strata (Hitzman, 2010). Mineralization can be hosted in a variety of sedimentary rock types and the deposits may range from sheetlike, to tabular, to roll-front geometries (Hitzman, 2010). Mineralization is generally diagenetic with epigenetic mineralization also common (Cailteaux et al., 2005; Hitzman, 2010; Sillitoe, 2010). Copper, silver, cobalt, lead, and other metals are leached from minerals within the sedimentary and/or igneous rocks, carried through aquifers and precipitated. Syn-sedimentary faults may provide convenient conduits for the movement of mineralizing fluids (Mauk et al. 1992). Deposits are commonly dominated by chalcocite but have strong lateral and vertical zonation to bornite, then chalcopyrite, then pyrite (Cox et. al., 2003).

Mineralization may be accompanied by sulfide-bearing quartz-carbonate veins and veinlets (Sillitoe, 2010). Deposits in the Revett Formation of Montana are hosted in quartz-rich sandstone and a reductant in the form of pyritic sand bodies, or hydrocarbon fluids, is believed to have localized copper and silver mineralization (Boleneus et al., 2005; Hayes et al. 2012).

Exploration

2020-21 Exploration

Exploration by Aeonian on the Koocanusa Project commenced in August 2020 with field visits to the known MINFILE occurrences on the Property. Lithological mapping and sampling were conducted across the property in October 2020 to better constrain the geological setting of the Property and identify additional areas for further work. This work combined with a compilation of prior work on the Gold Creek prospect around the Twin 5 MINFILE occurrence (Section 6) led Aeonian to identify a Cu trend. This trend appears

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to follow a stratigraphic horizon in siltstone near the base of the Gateway Formation and is referred to as the Koo Trend by Aeonian (Figure 8).

Figure 7: Geology of the Koo Trend Interpreted by Aeonian Geologists

A four-day program of lithological mapping, grab sampling, soil sampling, and ground geophysical surveying was conducted along the Koo Trend in June of 2021. The Koo area lies along the eastern side of Gold Mountain with topography dipping down to Gold Creek. Bedrock geology consists of NE dipping siltstones, sandstones and cherty and dolomitic sediments that overlie basalts of the Nicol Creek Formation (Figure 8). Bedding dips more steeply than topography with bedrock making up less than $5\%$ of the area. A NE trending fault is interpreted to offset the units with a left-lateral apparent movement. A grid was established in the area and ground magnetometer measurements and 96 soil samples were collected. During the soil sampling campaign, a coincident rock sampling and mapping program was also conducted on the property with a similar exploration focus on the northwestern portion of the Property.

A total of 45 rock chip samples were collected from rock outcropping locations encountered within the limits of the soil sampling grid. Samples were collected as representatively as possible with location and geological attributes recorded for future use. Upon completion of the program the rock samples were appropriately prepared and delivered to the Bureau Veritas laboratory of Richmond, British Columbia for analysis of gold and multi-elements. Bedrock grab-samples and soil samples collected by Aeonian were submitted to SGS Canada Minerals in Burnaby, B.C. which is an accredited independent group of laboratories.

The ground geophysical survey completed by Aeonian was used to determine the magnetic intensity and geometry of rock units within the Koo Trend. This type of survey could also help identify any structural

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breaks (faults) that would offset the strata. The survey was conducted with two backpack mounted GSM-19W Overhauser "Walking" magnetometers and a stationary GSM-19T "Proton" base station unit, which was set up to record diurnal variations in the regional magnetic field during the survey. Positioning data was provided by handheld Garmin GPS64 units which were carried by each instrument operator in the field. Following the completion of the survey, a set of corrections and quality control (QC) procedures were applied to the magnetic data file including diurnal correction, low-pass noise reduction, and individual operator leveling. Data was then interpolated by Aeonian using industry-standard Golden Surfer 12 software. After gridding, high-resolution Total Magnetic Intensity (TMI) imagery was exported as a georeferenced TIFF image with matching contour shapefile. An additional Google Earth overlay was also created by Aeonian from the magnetic data.

The strongest magnetic response is from the volcanics of the Nicol Creek Formation (Figure 9) and the Koo trend is clearly displayed in the soil results. The NE trending fault is also apparent in the ground magnetic data.

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Figure 8: Ground Magnetometer Survey Overlain with Soil Geochemistry

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Figure 9: Bedrock Geology Overlain with Soil and Rock Geochemistry

2023 Drone magnetic Survey

A UAV magnetic survey was carried out over six different grids on the Property during May 2023. The flight lines were mostly flown east-west at a spacing of 50 meters with a terrain clearance of 35 meters. Twenty readings were taken per second which works out to a reading every tenth of meter. The diurnal variation was monitored by a base station.

The UAV magnetic surveying data was diurnally corrected which was then followed up with editing out questionable readings. Four colour contour plan maps for each of the six grids were then produced being total magnetic field, $1^{\text{st}}$ vertical derivative, $1^{\text{st}}$ horizontal derivative in east direction, and $1^{\text{st}}$ horizontal derivative in north direction.

The magnetic surveying over the western three grids appeared to respond to layers of sandstone containing magnetite and copper mineralization as lineal-shaped magnetic highs. The magnetic highs within the eastern three grids are likely reflecting basalt of the Nicol Formation.

The magnetic maps show prominent lineations of magnetic lows striking mainly in different directions. These are indicative of geological structure such as faults, shear zones, and/or contacts and thus are exploration targets, especially where they intersect. They reflect zones of weakness which are conducive to the pooling of mineralizing fluids.

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Survey Equipment

The magnetometer used for the UAV (unmanned aerial vehicle) aeromagnetic survey was a GEM Systems potassium type, model GSMP-35U, which has the following specifications:

Sensitivity: 0.0002 nT @ 1 Hz
Resolution: 0.0001 nT
Absolute: Accuracy: +/- 0.05 nT
Dynamic: Range: 15,000 to 120,000 nT
Gradient Tolerance: 50,000 nT/m
Sampling Rate: 1, 2, 5, 10, or 20 readings/second
Operating Temperature: -40°C to +55°C

Mounted with the magnetometer was a laser altimeter for measuring terrain clearance and a GPS unit for measuring the UTM location to an accuracy of 0.7 meters. This instrumentation was mounted on a the DJI Matrice 300 (M300) RTK unmanned aerial vehicle (UAV) which is a quadcopter with a hovering accuracy of +/- 0.5m vertical and 1.5m horizontal. The M300 is controlled by a remote controller with a range of 15 km. The magnetic sensor, which is connected to the potassium magnetometer, was attached to the M300 via a single tow line with a distance of 10m from the UAV.

The magnetometer used for the base station, which monitors the diurnal variation in the magnetic field, was a GEM Systems Overhauser instrument, model GSM-19, with a GPS (global positioning system) attachment. It is a memory system capable of storing up to 5.3 million readings and reads the earth's total magnetic field directly in nanoTeslas (nT) to an accuracy of ±0.1 nT (with an instrument sensitivity of 0.022 nT and a resolution of 0.01 nT), over a range of 20,000 - 120,000 nT. The GPS attachment enables the base station to set its time to Greenwich Mean Time which is the time setting of the UAV magnetometer. This enables the base station magnetometer to have the exact same time as the UAV magnetometer so that the UAV magnetic readings can be accurately corrected for diurnal variation.

UAV Magnetic Survey Results

Table 5: UAV Magnetic survey details

GRID	FLIGHT LINE DIRECTION	LINE KILOMETERS
Koo	east and northeast	170
Frankie	east	67
Gilnockie	east	72
Jake Copper	east	175
Moyie	east	83
Lilo	east	44
	TOTAL	611

The six grids can be divided into two sets based on geology, and these are the Eastern Set and the Western Set. On all six grids the two maps that were mostly used for interpretation were Total Magnetic Intensity and 1st Derivative.

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The magnetic interpretation maps show prominent lineations of magnetic lows striking in different directions. These are indicative of geological structure such as faults, shear zones, and/or contacts and thus are exploration targets, especially where they intersect. They reflect zones of weakness which are conducive to the pooling of mineralizing fluids.

Western Set

The western set consists of three grids which are all underlain by the Kitchener Formation of the Purcell Supergroup. The three grids are Gilnockie, Jake Copper, and Moyie. According to BC Government MapPlace, the Kitchener Formation consists of dolomite and dolomitic siltstone. However, other sedimentary rock types, such as sandstone and chert, have been mapped within the three grid areas.

In general, the magnetic highs are caused by sandstone layers that contain magnetite and often contain copper mineralization such as chalcocite, bornite, and chalcopyrite. Therefore, magnetic highs become prospective for further exploration.

Gilnockie

In correlating with the known geology, the magnetic highs are shown to reflect sandstone containing magnetite. The highs curve around a center within the southwest corner which appear to indicate that they form part of an anticline. The rock-types that occur in between the sandstone layers apparently are fine-grained siltstones and cherts.

Five lineations of magnetic lows radiate out from the southwest corner and as mentioned above, are likely reflecting faults. Possibly where the lineations cross the magnetic highs may be prospective for copper mineralization.

Jake Copper

The magnetic field within the Jake Copper Grid has a very definite trend in a northwesterly direction suggesting that lithologic contacts strike in this direction. In fact, the total magnetic intensity map shows a magnetic high to the southwest and a magnetic low to the northeast. Therefore, a suggested northwesterly-trending lithologic contact has been drawn between these two magnetic features. The magnetic high consists of a series of lineal-shaped magnetic highs that also strike northwesterly. As with the Gilnockie Grid, these are likely reflecting bands of sandstone that are mineralized with magnetite as well as possibly copper minerals. The lower magnetic field to the northeast is probably reflecting fine-grained siltstone and chert.

The magnetic field increases to the northeast within the lower magnetic field. This suggests the possibility that lineations of magnetic highs reflecting sandstone with magnetite may occur within this area as well. The UAV magnetic survey therefore should be extended to the north and east of this area in order to determine this possibility.

Lineations of magnetic lows strike northwesterly and north-northwesterly which indicate faults and/or shear zones.

Moyie

The magnetic field for this grid is somewhat more complex and therefore is a little more difficult to interpret. The main feature is a magnetic high within the southern part of the survey area that appears to consist of sub-highs that are around a point to the immediate south. These sub-highs are probably reflecting magnetite-containing sandstone that also are part of an anticline. The apex of the anticline, however, shows the bands of sub-highs broken by a northerly trending lineal-shaped magnetic high. A possible interpretation is that this high is reflecting a northerly-trending intrusive dyke occurring along a fault.

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The lineations of magnetic lows that are indicative of faults strike north-northeasterly, easterly, east-southeasterly, and east-northeasterly.

Eastern Set

The three grids within the eastern set consist of Koo, Lilo, and Frankie and these are underlain by the Nicol Creek, Shepard, Gateway, Phillips, and Roosville Formations which consist almost entirely of sedimentary rock-types. The exception is the Nicol Formation of which one of the rock-types is basalt. Therefore, the magnetic highs within these three grid areas are likely reflecting this basic rock-type.

Koo

The magnetic field within this grid area also shows a very prominent northwesterly direction indicating that lithologic contacts and faulting strike in this direction.

The magnetic high within the central part of the survey area consists of three distinct lineal-shaped highs that are striking northwesterly and that are separated by magnetic lows. These three highs could be reflecting three distinct bands of basalt separated by sedimentary rock-types. Or, alternatively, the highs may be reflecting a wide area of basalt through which two strong fault zones strike northwesterly.

A magnetic high also occurs at the northern edge of the survey area and this also probably reflects basalt.

The lineations of magnetic lows that are indicative of faults also strike mainly northwesterly. There are also three northeasterly-striking lineations and thus where these three intersect the northwesterly-striking lineations are prime areas for copper exploration.

Lilo

The main feature of this magnetic survey grid is a wide magnetic high that appears to be striking northeasterly the anomaly becomes quite strong at the northeastern edge. It is probable that it is reflecting basalt, especially to the northeast. The anomaly is weaker within the central part of the grid area and to the southwest. This may simply mean that the basalt is at depth, perhaps below other rock types.

The magnetic lineations are mainly striking easterly and north-northwesterly.

Frankie

It was planned to carry out the magnetic surveying of this grid over a much wider area and thus the results and interpretation are somewhat limited.

Two magnetic highs occur at the northern edge and the southeastern edge of the survey area. These are likely reflecting basalt.

Lineations of magnetic lows that are likely reflecting faults and or shear zones are striking mainly northerly and easterly.

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Figure 10: UAV Survey Grids

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Drilling

To date there has been no drilling conducted on the Koocanusa Property by Aeonian or Altina.

Sample Preparation, Analyses And Security

Historical Sampling

The rock samples collected during 2020-21 work by Aeonian were prepared and analyzed at the Bureau Veritas laboratory of Richmond, British Columbia for analysis of gold and multi-elements. Another set of soil and rock samples collected were submitted to SGS Canada Minerals in Burnaby, B.C using SGS code GE_ICP2B20 as summarized in the following Table. Sample locations were determined by hand-held GPS set to report locations in UTM coordinates using the North American Datum established in 1983 (NAD 83) Zone 11N. The samples were bagged and tagged using best practices and were delivered to the laboratories. The locations of mineralized outcrops and exploration areas were verified during the Author's visit to the Property. The Author also reviewed the laboratories' certificates of analysis and verified the analysis codes used.

Table 6: SGS Sample analysis package

G_LOG	G_LOG Pre-preparation processing, sorting, logging,
G_PRP	boxing etc.
G_PRP Combined Sample Preparation - Weigh,
G_DRY_KG	Crush, Dry, Split, Pulverize
G_DRY_KG Sample Drying, 105°C, >3.0kg, per kg
G_CRU_KG	rate
G_CRU_KG Crush >3.0kg, 75% passing 2mm, per
G_SPL	kg rate
G_SPL Split >3kg into representative sub-samples
GO_FAA30V10	by riffle splitter, per kg rate
GO_FAA30V10 Ore Grade Au, 30g, Fire Assay, AAS
GE_ICP21B20	finish
GE_ICP21B20 Exploration Grade, Aqua Regia digestion, ICP-AES package

Both of these laboratories are independent group of laboratories accredited under both ISO 17025 and CAN-P-1579 for specific registered tests and is independent of Aeonian and Altina. The laboratories have their own quality assurance and quality control procedures. A review of the sampling data indicates the sample preparation, security, and analytical procedures used by the laboratories are considered adequate and reliable. No officer, director, of Aeonian and Altina was involved in the sample preparation and analysis.

Data Verification

The author visited the property on March 27, 2023, and July 17, 2023, to verify the historical and current exploration work on the Property, view local geological condition, rock outcrops, local structural trends and controls of mineralization.

Historical grades and tonnages are taken from BC Minister of Mines reports and are deemed reliable. Historical geological descriptions taken from the British Columbia Minfile database and other reports were prepared and

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approved by the professional geologists or engineers and are deemed reliable. The exploration work carried out Aeonian was completed under the supervision of professional geoscientists and is deemed reliable.

Verification Samples Collected by Author

For the present study four rock grab samples were collected from the Property. The sampling approach for this reconnaissance work was to collect representative samples from each of the dominant rock type which are sedimentary rocks of mudstone, siltstone and sandstone and related mineralization present on the Property. The samples were collected from outcrops and placed in marked poly bags, sealed with zip ties, and shipped to the laboratory for analysis. The samples were under the care and control of the author and were personally dropped off to ALS Laboratories location in North Vancouver, British Columbia.

All the rock samples collected for the present study work were prepared and analyzed by using the following packages of ALS Laboratories.

Table 7: Author collected samples; analytical package of ALS Laboratories

SAMPLE PREPARATION
ALS CODE	DESCRIPTION
WEI-21	Received Sample Weight
LOG-22	Sample login - Rcd w/o Bar Code
DISP-01	Disposal of all sample fraction
PUL-QC	Pulverizing QC Test
SPL-21	Split Sample - riffle splitter
PUL-31	Pulverize up to 250g 85% <75um
ANALYTICAL PROCEDURES
ME-MS41L	Super Trace Lowest DL AR by ICP-MS
Au-AA23	Au 30g FA-AA Finish

ALS laboratories are an independent group of laboratories accredited under both ISO 17025 and CAN-P-1579 for specific registered tests and is independent of Aeonian and Altina. The laboratories have their own quality assurance and quality control procedures. A review of the sampling data indicates the sample preparation, security, and analytical procedures used by the laboratories are considered adequate. No officer, director, of Aeonian or Altina was involved in the sample preparation and analysis.

A field description of the samples collected during the property visit is provided in Table 7. The results of samples (Table 8) indicate copper values in the range of 113 parts per million (ppm) to 456 ppm indicating a potential for sedimentary copper style of mineralization.

Currency of Current Personal Inspection

Based on the Author's discussions with the Aeonian, a review of the Aeonian's financial statements, and BC Assessment Report Database Online records for the technical assessment work filed, there has been no new material scientific or technical information about the Property since the Author's last visit on July 17, 2023. Therefore, the last visit is considered a current visit to the Property.

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Photo 1: March 2023 Property Visit Photo
Photo 2: Outcrops of Creston Formation on the Property (March 2023 Property Visit Photo)

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Table 8: Description of the Author Collected Samples

Field Sample ID	Lab ID	Easting	Northing	Elev. (m)	Type	Description
AP23-01	D00412951	585473	5466991	921	Grab from Rock Outcrop	Green mudstone/ siltstone/ sandstone rock outcrop, massive to medium bedded, alternating siltstone and sandstone beds, disseminated sulfides, pyrite veins.
AP23-02	D00412952	585473	5466991	921	Grab from Rock Outcrop	Same as above.
AP23-03	D00412953	622225	5442666	942	Grab from Rock Outcrop	Red hematitic siltstone with redox facies, fine grained, CuO black sulfides.
AP23-04	D00412954	622235	5442638	944	Grab from Rock Outcrop	Red hematitic siltstone with redox facies, fine grained, CuO black sulfides.

Table 9: Gold Assay Results

Method		Au-AA23	ME-MS41L
Sample	Sample	Au	Au	Ag	As	Ba	Cu	Fe	Mn	Ni	Pb	Pd	Pt	Zn	Zr
Lab ID	Field ID	ppm	ppm	ppm	ppm	ppm	ppm	%	ppm	ppm	ppm	ppm	ppm	ppm	ppm
D00412951	AP23-01	<0.005	0.0006	0.178	4.89	2900	196.5	0.5	322	3.15	126	<0.001	<0.002	42	3.59
D00412952	AP23-02	<0.005	0.0017	0.124	1.98	2870	456	0.57	441	3.71	29.7	<0.001	<0.002	22.5	4.07
D00412953	AP23-03	<0.005	0.0007	0.076	9.83	89.7	113	1.32	628	10.35	3.07	0.001	<0.002	3.8	10.1
D00412954	AP23-04	<0.005	0.0006	0.035	2.3	55.5	175.5	1.04	542	6.99	3.71	<0.001	<0.002	4.1	10.65

The data collected during the present study is considered reliable because it was collected by the author. The data quoted from other sources is also deemed reliable because it was taken from the assessment reports approved by the BC Ministry of Energy, Mines and Petroleum Resources, and other published geological and engineering reports and journals.

Mineral Processing and Metallurgical Testing

No mineral processing and metallurgical testing have been done by Aeonian or Altina on the Property.

Mineral Resource Estimates

No Mineral Resource or Mineral Reserve estimates have been calculated for the Property by Aeonian or Altina.

Adjacent Properties

The majority of the exploration in the East Kootenay region has focused on the search for SEDEX-type lead-zinc mineralization. This work was concentrated on rocks of the Aldridge Formation in the deeper part of the Belt-Purcell Basin. Rocks of the upper part of the basin were not considered to be prospective for SEDEX mineralization due to the oxygen rich nature of the depositional environment. However, some recent copper exploration has taken place adjacent to the Project on the Silver Fox property.

The following information is taken from the publicly available sources which are identified in the text and in Section 27. The writer has not been able to independently verify the information contained. The information is not necessarily indicative of the mineralization on the Property, which is the subject of this technical report.

PJX Resources Inc.

PJX has 8 gold, silver and base metal (zinc, lead, copper) properties in the Cranbrook area of south-eastern British Columbia, Canada. Gold discoveries on the large Dewdney Trail, Zinger, and Eddy-Gold Shear Properties, zinc-lead mineralization on the Vine Property, and sediment-hosted copper mineralization on the Parker Copper Property are the primary focus of exploration for PJX.

Kootenay Resources Inc.

Kootenay Resources Inc. (current name Kootenay Silver Inc, TSXV: KTN) owns the adjoining Siver Fox property. The property is not mentioned on their website, however the following information on the property was obtained from SEDAR database.

Moyie Anticline Program During 2020, During 2020, Kootenay initiated a program aimed specifically at the discovery of large silver-base metal deposits. One such program is focused on the famous Purcell Basin in southeastern B.C. that is host to silver resources in the Coeur D'Alene, Montana Copper-Silver and Sullivan mining districts. Kootenay staked approximately 35,000 additional hectares during 2020 in the southeast of British Columbia. The Moyie Anticline is comprised of six collective properties totaling approximately 32,232 hectares. In addition to the tenures that make up the Moyie Anticline property the Sweet Spot, Lady Slipper, Kenco, Down Dip and Leaky Pipe round out the properties included in the program. During 2021, Kootenay completed detailed geologic mapping and prospecting combined with deep seeing geophysics this may lead to a drilling plan. Kootenay is currently planning its 2023 exploration program. The focus will be Kootenay's qualifying property, the Moyie Anticline project. Kootenay is reviewing the results of its MT survey to delineate a program for the next phase which is scheduled to commence in early July 2023. (MDA March 31, 2023, filed on SEDAR).

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According to a news release dated September 30, 2015, the Siver Fox property was optioned to a wholly owned subsidiary of Antofagasta plc ("Antofagasta"). The Agreement allows Antofagasta the option to earn up to an 80% interest in the Silver Fox property ("Silver Fox") located in south-eastern British Columbia, Canada. Silver Fox comprises mineral rights to over 30 kilometres of strike length of geologic formations correlative to those that host the Montana Copper Sulfide Belt, NW Montana and the Silver Belt of Idaho, renowned exploration and mining regions that currently contain silver resources in the United States.

(Source: https://www.newswire.ca/news-releases/kootenay-announces-silver-fox-property-optioned-to-antofagasta-530068011.html).

Figure 11: Adjacent Properties Map

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Other Relevant Data and Information

No other information at this stage.

Interpretation and Conclusions

Geologically, the Property is comprised of a significant land package suitable for SEDEX type copper mineralization. The Property lies within the Belt-Purcell Basin, and more specifically in the upper part of the basin that hosts numerous sediment-hosted copper deposits. In addition, significant exploration for sediment-hosted copper has recently occurred on the adjacent Silver Fox property.

The most significant prior work within the property boundaries focused on gold exploration during a period of historically low copper prices. Although this exploration did not lead to the discovery of significant gold mineralization, it did identify a number of sediment-hosted copper and mercury occurrences. One of these occurrences is in a drill-hole completed by South Kootenay Goldfields Inc. that intersected up to 0.65% copper in mineralized quartz veins. Just north of this occurrence Aeonian commenced work to better understand copper mineralization on the Koocanusa Property. This work included a compilation of previous results combined with new geological mapping, lithological and soil geochemical analysis, and a small geophysical survey. The work by Aeonian highlights that disseminated copper mineralization is present, sediment-hosted, and traceable in stratigraphy on the Property.

Exploration on the Koocanusa Project should be designed with a primary focus to locate and delineate sediment-hosted Cu mineralization. It is important to understand that the sediment hosted copper mineralization can take a variety of forms and may be accompanied by significant silver and/or cobalt. Deposits are less than 30 m thick, and more commonly less than 3 m thick, in sulfide-bearing zones that are roughly concordant with the strata (Hitzman, 2010). Mineralization can be hosted in a variety of sedimentary rock types and the deposits may range from sheetlike, to tabular, to roll-front geometries (Hitzman, 2010).

Based on its past exploration history, favourable geological and tectonic setting, presence of surface mineralization, and the results of present study, it is concluded that the Property is a property of merit and possesses a good potential discovery of sedimentary copper and other mineralization. Good road access, nearby powerlines, and gas lines together with abundant availability of exploration and mining services in the vicinity makes it a worthy mineral exploration target. The historical and current exploration data collected by various operators on the Property provides the basis for follow-up work programs.

Being an early-stage exploration property with no mineral resources or reserves there are some risks associated with the Property. Any future exploration efforts may not result in a significant discovery with potential mineral resources. Although the present infrastructure is sufficient during the exploration stage, significant improvements will be required to move the project beyond this stage.

Recommendations

In the Author's opinion, the character of the Koocanusa Property is sufficient to merit the following phased work program, where the second phase is contingent upon the results of the first phase.

Phase 1 – Geological Mapping and Sampling, Soil Geochemistry, and Geophysical Surveying

It is the Author's qualified opinion that the Koocanusa Property has merit for additional mineral exploration that is focused on sediment-hosted copper. An expansion of the surface geological mapping and bedrock sampling program needs to follow the targets generated by the 2023 geophysical survey to map out prospective horizons. The 2023 geophysical survey recommendations are provided below:

1) Extend the UAV magnetic surveying on each of the grids, if road access permits. This will assist in understanding the Property's geology as well as defining exploration target areas.

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2) Carry out exploration within and around the target areas. This may include soil sampling, prospecting and further geological mapping.

3) An Induced Polarization (IP) survey over the known Koo trend of mineralization to trace the known surficial mineralization to depth. The IP survey should be carried out across strike and with a reasonable length to achieve an adequate depth of survey.

An expansion of the soil geochemical sampling program is recommended to further highlight prospective targets.

The total estimated budget for this work is $204,380 and it will take about 12 weeks to complete this work.

Phase 2 – Drilling, Trenching and Sampling

If results from the first phase are positive, then a follow up drilling, trenching and expanded sampling program would be warranted. This work would help to further establish trends and continuity of the currently known anomalous surface mineralization as well as test depth extent of the sedimentary copper deposit type mineralization.

Detailed scope of work, budget and final location of drill holes and trenching work will be dependent upon results of Phase 1 work.

Table 10: Phase 1 Budget

Item	Unit	Unit Rate ($)	Number of Units	Total
Mapping, Trenching and Sampling
Geological mapping (geologist 1)	days	$750	21	$15,750
Geological mapping (geologist 2)	days	$650	21	$13,650
Prospecting / soil sampling (2 person crew)	days	$900	21	$18,900
Ground geophysical survey	line-km	$2,000	20	$40,000
Line cutting-flagging of survey lines	line-km	$800	10	$8,000
Accommodations and Meals	day	$300	100	$30,000
Supplies	ls	$5,000	1	$5,000
Sample Assays	sample	$65	400	$26,000
Transportation Road	km	$1	10,000	$10,000
Data Compilation	days	$650	10	$6,500
Report Writing	days	$750	12	$9,000
Project Management	days	$750	4	$3,000
Sub Total				$185,800
Contingency 10%				$18,580
Total Phase 1 Budget				$204,380

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Specialized Skill and Knowledge

All aspects of Aeonian’s business require specialized skills and knowledge and the nature of its business requires technical expertise. Such skills and knowledge include permitting, geology, drilling, metallurgy, logistical planning, engineering and implementation of exploration programs, as well as legal compliance, environmental monitoring and compliance, finance, public reporting and accounting. Aeonian believes it has the necessary skilled employees and consultants to carry on its business as conducted and believes it will continue to be able to retain such employees and consultants.

Regulatory Environment

Mining operations and exploration activities are subject to various laws and regulations which govern prospecting, exploration, development, mining, production, exports, taxes, labour standards, occupational health and safety, waste disposal, protection of the environment, mine safety, hazardous substances and other matters. Any changes in government regulations as they relate to mining and mineral exploration in British Columbia and federally are out of the control of Aeonian.

Employees

As of January 31, 2025, Aeonian had no employees, no part-time employees, one contractor.

Bankruptcy and Similar Procedures

Aeonian is not subject to any bankruptcy, or any receivership or similar proceedings against it or any of its subsidiaries or any voluntary bankruptcy, receivership or similar proceedings by it or any of its subsidiaries within the three most recently completed financial years or the current financial year.

Aeonian has not undergone any material reorganization within the last three completed financial years, or the current financial year.

Selected Consolidated Financial Information

The following table set forth selected historical financial information for Aeonian for the years ended October 31, 2024 and 2023 and for the three months ended January 31, 2025, which is attached to this Filing Statement as Schedules “C” and “E”; Such information is derived from Aeonian’s financial statements and should be read in conjunction with such those financial statements attached hereto as Schedules “C” and “E”.

Selected Statement of Financial Position Information
	As at October 31, 2023
($)
(audited)	As at October 31, 2024
($)
(audited)	As at January 31, 2025
($)
(unaudited)
Cash	118,604	120,770	148,280
Total assets	759,642	716,833	769,386
Total liabilities	118,641	260,153	306,910
Shareholders’ equity	641,001	456,680	462,476

Selected Income Statement Information
	For the twelve months ended October 31, 2023 ($) (audited)	For the twelve months ended October 31, 2024 ($) (audited)	For the three months ended January 31, 2025 ($) (unaudited)
Revenues	nil	nil	nil
Operating expenses	186,915	264,321	42,854
Net income (loss)	(186,915)	(264,321)	(42,854)

Management’s Discussion and Analysis

The MD&A for Aeonian for the years ended October 31, 2024 and 2023 and for the three months ended January 31, 2025 are attached hereto as Schedules “D” and “F”. The Aeonian MD&A should be read in conjunction with the Aeonian Financial Statements.

Description of the Securities

Aeonian Shares

Each of the Aeonian Shares is entitled to one vote per Aeonian Share. Each of the Aeonian Shares is entitled to receive an equal share of any dividends and distributions (whether payable in cash or otherwise) as may be declared on the Aeonian Shares from time to time. Each of the Aeonian Shares is entitled, in the event of any liquidation, dissolution or winding-up of Aeonian (whether voluntary or involuntary), to receive in equal amounts per Aeonian Share, the assets of Aeonian available for liquidation.

Aeonian Warrants

Aeonian has issued an aggregate of 13,840,500 Aeonian Warrants, as set out below:

1) 2,500,000 Aeonian Warrants were issued on September 1, 2023. Each warrant entitles the holder thereof to acquire one Aeonian Share at an exercise price of $0.07 per share until September 1, 2026;

2) 10,607,000 Aeonian Warrants were issued on February 9, 2024 in connection with the conversion of 10,607,000 special warrants. Each warrant entitles the holder thereof to acquire one Aeonian Share for a period of two years from the Listing Date. The warrants are exercisable at a price of $0.10 per share up until the first anniversary of the Listing Date, and at a price of $0.25 per share up until the second anniversary of the Listing Date;

3) 70,000 Aeonian Warrants were issued on February 9, 2024 in connection with the conversion of 70,000 special warrants. Each warrant entitles the holder thereof to acquire one Aeonian Share at an exercise price of $0.12 per share for a period of one year from the Listing Date;

4) 650,000 Aeonian Warrant were issued on December 30, 2024 in connection with the Aeonian Financing. Each warrants entitles the holder thereof to acquire one Aeonian Share at an exercise price of $0.15 per share until the date that is twenty-four (24) months from the Listing Date; and

5) 13,500 Aeonian Warrants were also issued on December 30, 2024 to finders who introduced investors to Aeonian in connection with the Aeonian Financing. Each warrant entitles the holder thereof to acquire one Aeonian Share at an exercise price of $0.14 per share until the date that is twenty-four (24) months from the Listing Date.

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Consolidated Capitalization of Aeonian

The share capital of Aeonian is as follows:

Designation of Security	Amount Authorized	Amount Outstanding as at January 31, 2025(1)	Amount Currently Outstanding (prior to giving effect to the Amalgamation)
Aeonian Common(1) Shares	Unlimited	25,202,100	25,202,100
Aeonian Warrants(2)	Unlimited	15,040,500	13,840,500

Notes:

(1) Each holder of Aeonian Shares outstanding immediately before the completion of the Amalgamation shall exchange each such Aeonian Share for Resulting Issuer Shares on a one-to-one basis, and each such Aeonian Share shall be cancelled. For additional information regarding the Resulting Issuer Shares, see “Part III – Information Concerning the Resulting Issuer – Description of the Securities”.

(2) Each Aeonian Warrant entitles the holder thereof the right to acquire one Aeonian Share. Pursuant to the Amalgamation, each Aeonian Warrant outstanding immediately before the completion of the Amalgamation will become exercisable into one Resulting Issuer Share. For additional information, see “Part III – Information Concerning the Resulting Issuer – Description of the Securities”.

Prior Sales of Securities of Aeonian

The following table sets forth the number and price at which securities of Aeonian have been issued or sold within the 25 month-period prior to the date of this Filing Statement.

Date	Number of Aeonian Securities	Type	Issue Price Per Security ($)	Aggregate Issue Price ($)	Nature of Consideration Received
March 30, 2023	1,000,000	Aeonian Shares	0.02	20,000	Cash
April 21, 2023	2,400,000	units(1)	0.05	120,000	Cash
April 28, 2023	700,000	Aeonian Shares	0.05	35,000	Cash
May 31, 2023	6,231,000	Special Warrants(2)	0.05	311,550	Cash
June 8, 2023	1,000,000	Aeonian Shares	0.02	20,000	Cash
September 1, 2023	2,500,000	units	0.05	125,000	Property Interest(3)
February 9, 2024	6,231,000	Aeonian Shares(4)	0.05	Nil	Conversion of Special Warrants
February 9, 2024	6,231,000	Aeonian Warrants(4)	N/A	Nil	Conversion of Special Warrants
February 9, 2024	698,000	Aeonian Shares(5)	0.05	Nil	Conversion of Special Warrants

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Date	Number of Aeonian Securities	Type	Issue Price Per Security ($)	Aggregate Issue Price ($)	Nature of Consideration Received
February 9, 2024	698,000	Aeonian Warrants^{(5)}	N/A	Nil	Conversion of Special Warrants
February 9, 2024	228,000	Aeonian Shares^{(6)}	0.05	Nil	Conversion of Special Warrants
February 9, 2024	228,000	Aeonian Warrants^{(6)}	N/A	Nil	Conversion of Special Warrants
February 9, 2024	3,450,000	Aeonian Shares^{(7)}	0.05	Nil	Conversion of Special Warrants
February 9, 2024	3,450,000	Aeonian Warrants^{(7)}	N/A	Nil	Conversion of Special Warrants
February 9, 2024	50,000	Aeonian Shares^{(8)}	0.10	Nil	Conversion of Special Warrants
February 9, 2024	50,000	Aeonian Warrants^{(8)}	N/A	Nil	Conversion of Special Warrants
February 9, 2024	20,000	Aeonian Shares^{(9)}	0.10	Nil	Conversion of Special Warrants
February 9, 2024	20,000	Aeonian Warrants^{(9)}	N/A	N/A	Conversion of Special Warrants
December 30, 2024	1,300,000	Aeonian Units^{(10)}	0.10	130,000	Cash
December 30, 2024	13,500	Aeonian Warrants^{(10)}	N/A	Nil	Finder’s Fees

Notes:
(1) On April 21, 2023, 2,400,000 units were issued on a flow-through basis, with each unit being comprised of one Aeonian Share and one-half (1/2) of one Aeonian Warrant, each whole warrant being exercisable into one additional Aeonian Share until April 21, 2025 at an exercise price of $0.10 per share until April 21, 2024 and $0.25 per share thereafter until April 21, 2025. These Aeonian Warrants have expired.
(2) On May 31, 2023, 6,231,000 special warrants were issued, with each special warrant convertible into one Aeonian Share and one Aeonian Warrant, each warrant exercisable into one additional Aeonian Share for a period of two years from the Listing Date at an exercise price of $0.10 per share until the first anniversary of the Listing Date and $0.25 thereafter until the second anniversary of the Listing Date. The special warrants automatically converted on February 9, 2024.
(3) On September 1, 2023, 2,500,000 units were issued pursuant to the Gilnockie Agreement, with each unit being comprised of one Aeonian Share and one Aeonian Warrant, each warrant being exercisable into one additional Aeonian Share until September 1, 2026 at an exercise price of $0.07 per share.
(4) On May 31, 2023, 6,231,000 special warrants were issued at a price of $0.05 per special warrant. Each special warrant converted on February 9, 2024 into one Aeonian Share and one Aeonian Share purchase warrant, with each warrant exercisable into one additional Aeonian Share for a period of two years from the Listing

1398-6722-9450, v. 43

Date at an exercise price of $0.10 per share until the first anniversary of the Listing Date and $0.25 thereafter until the second anniversary of the Listing Date.

(5) On January 29, 2023, 698,000 special warrants were issued at a price of $0.05 per special warrant. Each special warrant converted on February 9, 2024 into one Aeonian Share and one Aeonian Share purchase warrant, with each warrant exercisable into one additional Aeonian Share for a period of two years from the Listing Date at an exercise price of $0.10 per share until the first anniversary of the Listing Date and $0.25 per share thereafter until the second anniversary of the Listing Date.

(6) On December 31, 2022, 228,000 special warrants were issued at a price of $0.05 per special warrant. Each special warrant converted on February 9, 2024 into one Aeonian Share and one Aeonian Share purchase warrant, with each warrant exercisable into one additional Aeonian Share for a period of two years from the Listing Date at an exercise price of $0.10 per share until the first anniversary of the Listing Date and $0.25 per share thereafter until the second anniversary of the Listing Date.

(7) On July 31, 2022, 3,450,000 special warrants were issued at a price of $0.05 per special warrant. Each special warrant converted on February 9, 2024 into one Aeonian Share and one Aeonian Share purchase warrant, with each warrant exercisable into one additional Aeonian Share for a period of two years from the Listing Date at an exercise price of $0.10 per share until the first anniversary of the Listing Date and $0.25 per share thereafter until the second anniversary of the Listing Date.

(8) On July 19, 2022, 50,000 special warrants were issued at a price of $0.10 per special warrant. Each special warrant converted on February 9, 2024 into one Aeonian Share and one Aeonian Share purchase warrant, with each warrant exercisable into one additional Aeonian Share for a period of one year from the Listing Date at an exercise price of $0.12 per share.

(9) On June 21, 2022, 20,000 special warrants were issued at a price of $0.10 per special warrant. Each special warrant converted on February 9, 2024 into one Aeonian Share and one Aeonian Share purchase warrant, with each warrant exercisable into one additional Aeonian Share for a period of one year from Listing Date at an exercise price of $0.12 per share.

(10) On December 30, 2024, 1,300,000 Aeonian Units were issued at a price of $0.10 per Aeonian Unit. Each Aeonian Unit was comprised of one (1) Aeonian Share that qualifies as a “flow-through share” within the meaning of section 66(15) of the Income Tax Act (Canada) and one-half of one (1/2) Aeonian Share purchase warrant, with each whole warrant being exercisable to acquire one (1) additional Aeonian Share at an exercise price of $0.15 until the date that is twenty-four (24) months from the Listing Date. 13,500 Aeonian Warrants were also issued to finders who introduced investors to Aeonian in connection with the Aeonian Financing, each such Aeonian Warrant entitling the holder to acquire one Aeonian Share for $0.14 until the date that is twenty-four (24) months from the Listing Date.

Compensation of Executive Officers and Directors

Aeonian’s executive compensation program during the most recently completed financial year ended October 31, 2024, was administered by Aeonian’s board of directors. The board was solely responsible for determining the compensation to be paid to Aeonian’s executive officers and evaluating their performance. Aeonian’s board of directors has not adopted any specific policies or objectives for determining the amount or extent of compensation for directors or officers.

Director Compensation

Directors of Aeonian do not receive any compensation for attending meetings of the board of directors of Aeonian, committees of the board of directors of Aeonian and shareholder meetings. Other than stock options to purchase Aeonian Shares which are granted to Aeonian’s directors from time to time, Aeonian does not have any arrangements pursuant to which directors are remunerated by Aeonian for their services in their capacity as directors, consultants, or experts.

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets out information concerning the compensation during financial years ended October 31, 2024 and 2023 paid to the Aeonian Named Executive Officers. Aeonian had three Named Executive Officers for whom disclosure is required: Andrew Randell (CEO), Andrea Yuan (Chief Financial Officer) and Branden Haynes (President).

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Table of Compensation Excluding Compensation Securities
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Andrew Randell^{(1)}
CEO and Director	2024	nil	nil	nil	nil	nil	nil
	2023	102,540	nil	nil	nil	nil	102,540
Branden Haynes
President and Director	2024	4,000	nil	nil	nil	nil	4,000
	2023	35,000	nil	nil	nil	nil	35,000
Andrea Yuan^{(2)}
Chief Financial Officer	2024	29,863	nil	nil	nil	nil	29,863
	2023	26,987	nil	nil	nil	nil	26,987
Mark Luchinski
Corporate Secretary and Director	2024	nil	nil	nil	nil	nil	nil
	2023	12,500	nil	nil	nil	nil	12,500
Kristian Whitehead^{(3)}
Director	2024	nil	nil	nil	nil	nil	nil
	2023	52,450	nil	nil	nil	60,000^{(4)}	112,450

Notes:

(1) Andrew Randell provides services to Aeonian through Strata Geodata Services Ltd., a company wholly-owned by Mr. Randell.
(2) Andrea Yuan provides services to Aeonian through Black Dragon Financial Consulting Services Inc. (“Black Dragon”), a company wholly-owned by Ms. Yuan.
(3) Kristian Whitehead provides services to Aeonian through Infiniti Drilling Corporation., a company wholly-owned by Mr. Whitehead.
(4) In March and June 2023, Aeonian issued 2,000,000 Aeonian Shares to Infiniti Drilling Corporation at $0.02 per share. The shares were recorded in Aeonian’s financial statements at a fair value of $0.05 per share, resulting in $60,000 of share-based compensation being recorded.

Stock Options and Other Compensation Securities

Aeonian has not adopted an equity incentive plan, and as such has no outstanding stock options or other compensation securities.

Employment, Consulting and Management Agreements

Andrea Yuan provides services as CFO to Aeonian through her wholly-owned corporation, Black Dragon, pursuant to a consulting services agreement between Aeonian and Black Dragon dated February 17, 2023 (the “Black Dragon Agreement”). The Black Dragon Agreement provides for the payment of (i) a cash fee at a rate of $225/hr until completes a listing of its common shares on a Canadian stock exchange and (ii) a cash fee of $6,500 per month following a listing of its common shares on a Canadian stock exchange. The Black Dragon Agreement is expected to be terminated or amended upon completion of the Transaction.

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No management functions of Aeonian are to any substantial degree performed by a person other than the directors or senior officers of Aeonian.

Termination and Change of Control Benefits

Aeonian does not have any contracts, agreements, plans or arrangements in place with any Named Executive Officers that provides for payment following or in connection with any termination (whether voluntary, involuntary or constructive) resignation, retirement, a change of control of Aeonian or a change in such Named Executive Officer's responsibilities.

The Black Dragon Agreement may be terminated immediately by Aeonian for cause without severance obligations other than an obligation to pay any accrued and outstanding fees owing under the agreement up to the date of termination. The Black Dragon Agreement may be terminated without cause by Aeonian on one month's notice.

Aeonian does not have in place any pension or retirement plan. Aeonian has not provided compensation, monetary or otherwise, during the preceding fiscal year, to any person who now acts or has previously acted as a Named Executive Officer or director of Aeonian in connection with or related to the retirement, termination or resignation of such person. Aeonian has not provided any compensation to such persons as a result of a change of control of Aeonian.

Aeonian is not party to any compensation plan or arrangement with Named Executive Officers or directors of Aeonian resulting from the resignation, retirement or the termination of employment of such person.

Oversight and Description of Director and Named Executive Compensation

Compensation Philosophy and Objectives

The objectives of Aeonian's executive compensation policy are: (a) to attract and retain individuals of high calibre to serve as officers of Aeonian; (b) to motivate their performance in order to achieve Aeonian's strategic objectives; and (c) to align the interests of executive officers with the long-term interests of Aeonian Shareholders.

Overview

The board of directors, on the recommendation of management, of Aeonian is responsible for setting the overall compensation strategy of Aeonian and evaluating and making determinations for the compensation of its directors and executive officers. The board of directors, on the recommendation of management, annually reviews and determines base salary. As of the date hereof, Aeonian does not provide any medical or dental benefits or offer life, accidental death and dismemberment and long term disability coverage to its directors and officers. As of the date hereof, Aeonian does not pay any directors or executive officers a salary or fee, except for the fee payable pursuant to the Black Dragon Agreement.

While Aeonian reimburses its executive officers for expenses incurred in the course of performing their duties as executive officers of Aeonian, Aeonian has not provided any compensation that would be considered a perquisite or personal benefit to its executive officers.

Non-Arm's Length Transactions

Other than as disclosed herein, there has been no acquisition of assets or services or provision of assets or service in any transaction within the five years before the date of this Filing Statement, or in any proposed transaction, where Aeonian or any subsidiary of Aeonian has obtained such assets or services from:

(a) any director, officer or Promoter of Aeonian;
(b) a security holder disclosed in this Filing Statement as a principal security holder, either before or after giving effect to the Qualifying Transaction; or
(c) an Associate or Affiliate of any of the persons or companies referred to in paragraphs (a) or (b) above.

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Legal Proceedings

There are no legal proceedings material to Aeonian to which Aeonian is a party to or of which any of its property is the subject matter, and there are no such proceedings known to Aeonian is contemplated.

Material Contracts

Aeonian has not entered into any material contracts and does not intend to enter into any material contracts prior to closing of the Qualifying Transaction, other than:

the Amalgamation Agreement.

Copies of these agreements may be inspected during regular business hours at the office of Aeonian’s legal counsel, Segev LLP, until the Completion of the Qualifying Transaction and for a period of 30 days thereafter.

PART III – INFORMATION CONCERNING THE RESULTING ISSUER

Information contained in this Part III assumes Completion of the Qualifying Transaction.

Corporate Structure

Name and Incorporation

Following the Completion of the Qualifying Transaction, it is anticipated that the Resulting Issuer will file articles of amendment to change its name to “Aeonian Resources Ltd.”, or such other name as may be determined in the sole discretion of the Board. It is expected that the Resulting Issuer will continue to be subject to the BCBCA and that the registered office of the Resulting Issuer will be located at 6th Floor – 905 West Pender Street, Vancouver, British Columbia V6C 1L6 and the head office of the Resulting Issuer will be located 1000 - 409 Granville Street, Vancouver, British Columbia, Canada.

Intercorporate Relationships

Following the Completion of the Qualifying Transaction, the Resulting Issuer will own all of the issued and outstanding shares of Amalco, the Resulting Issuer’s sole subsidiary.

Description of the Business

Following the Completion of the Qualifying Transaction, the Resulting Issuer will continue to carry on the business of Aeonian. See “Part II – Information Concerning Aeonian – Development and Description of the Business”.

Stated Business Objectives

In addition to having the same stated business objectives as Aeonian, the Resulting Issuer intends to utilize the funds over the next 12 months after completion of the Amalgamation as described in “Estimated Available Funds and Principal Purposes”.

Milestones

The Resulting Issuer’s current business objective and sole current milestone is to complete the Phase 1 exploration program on the Property, as described herein. Based upon the recommendations of the Author in the Technical Report, the Resulting Issuer intends to carry out the Phase 1 exploration program in summer 2025 and complete the field work for Phase 1 by the end of summer 2025. The proposed budget for Phase 1 in the Technical Report is based on a 3-month work program, but the exact timeline is subject to change. The Resulting Issuer expects the Phase 1 exploration to cost $204,380. If the results of the Phase 1 exploration program are positive, the Resulting Issuer will look towards carrying out a Phase 2 exploration program.

The Resulting Issuer’s unallocated working capital will likely not be sufficient to fund a Phase 2 exploration program on the Property. Therefore, in the event the results of the Phase 1 exploration program warrant conducting further exploration on the Property, the Resulting Issuer will require additional financing to complete a Phase 2 exploration program. The availability of such financing cannot be guaranteed. The Resulting Issuer does not have an estimate of what a Phase 2 exploration program would cost at this time.

Although the Resulting Issuer intends to expend the funds available to it as set out above, the amount actually expended for the purposes described above could vary significantly depending on, among other things, mineral prices, unforeseen events, and the Resulting Issuer’s future operating and capital needs from time to time. There may be circumstances where, for sound business reasons, a reallocation of funds may be necessary.

Due to the nature of the business of mineral exploration, budgets are regularly reviewed with respect to both the success of the exploration program and other opportunities which may become available to the Resulting Issuer. Accordingly, if the results of the Phase 1 exploration program are not supportive of proceeding with Phase 2, or if continuing with the Phase 1 exploration program becomes inadvisable for any reason, the Resulting Issuer may abandon in whole or in part its interest in the Property or may, as work progresses, alter the recommended work

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program, or may make arrangements for the performance of all or any portion of such work by other persons or companies and may use any funds so diverted for the purpose of conducting work or examining other properties acquired by the Resulting Issuer, although the Resulting Issuer has no present plans in this respect.

Description of the Securities

Resulting Issuer Shares

Each of the Resulting Issuer Shares is entitled to one vote per Resulting Issuer Share. Each of the Resulting Issuer Shares is entitled to receive an equal share of any dividends and distributions (whether payable in cash or otherwise) as may be declared on the Resulting Issuer Shares from time to time. No dividend on the Resulting Issuer Shares shall be declared unless a dividend is contemporaneously declared on the Resulting Issuer Restricted Voting Shares, and dividends declared on the Resulting Issuer Shares shall be declared and paid in equal amounts per share on all Resulting Issuer Shares. Each of the Resulting Issuer Shares is entitled, in the event of any liquidation, dissolution or winding-up of the Resulting Issuer (whether voluntary or involuntary), to receive in equal amounts per Resulting Issuer Share, the assets of the Resulting Issuer available for liquidation.

Resulting Issuer Options

Upon Closing, 800,000 Resulting Incentive Options will be issued and outstanding, each exercisable into one Resulting Issuer Share.

700,000 of the Resulting Issuer Options were issued to Altina directors and officers, with each such option entitling the holder thereof to acquire one Resulting Issuer Share at a price of $0.10 per share until September 23, 2030.

100,000 of the Resulting Issuer Options were issued to Altina directors and officers, with each option entitling the holder thereof to acquire one Resulting Issuer Share at a price of $0.24 per share until March 2, 2032.

Assuming that 40,912,100 Resulting Issuer Shares will be issued and outstanding upon Completion of the Qualifying Transaction, the Resulting Issuer may grant up to an additional 3,291,210 Resulting Issuer Options pursuant to the Resulting Issuer Stock Option Plan.

Holders of Resulting Issuer Options will have no claim to dividend rights, voting rights, rights upon dissolution or winding-up of the Resulting Issuer, pre-emptive rights, redemption, retraction, purchase for cancellation or surrender provisions, sinking or purchase fund provisions, or provisions requiring a holder to contribute additional capital (except upon exercise).

Resulting Issuer Warrants

Each Aeonian Warrant outstanding prior to the Amalgamation will entitles the holder thereof to purchase one Resulting Issuer Share following the Amalgamation.

Pro Forma Consolidated Capitalization

The following table sets forth the capitalization of the Resulting Issuer after giving effect to the transactions described in the unaudited Pro Forma Consolidated Statement of Financial Position attached hereto as Schedule "G".

Designation of Security	Amount Authorized or to be Authorized	Amount Expected to be Outstanding after giving effect to the Qualifying Transaction(1)
Resulting Issuer Shares	Unlimited	40,912,100
Resulting Issuer Warrants(2)	N/A	21,695,500

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Resulting Issuer Options	10% of issued and outstanding Common Shares	800,000

Notes:
(1) On an undiluted basis.
(2) Each Aeonian Warrant outstanding prior to the Amalgamation will become exercisable into one Resulting Issuer Share following the Amalgamation.

Fully Diluted Share Capital

In addition to the information set out in the capitalization table above, the following table sets out the fully diluted share capital of the Resulting Issuer after giving effect to the Qualifying Transaction.

	After Giving Effect to the Proposed Qualifying Transaction
Designation of Security	Number	Percentage (undiluted)	Percentage (fully-diluted)
Resulting Issuer Shares
Altina Shares	15,710,000	38.4%	24.8%
Issued to former securityholders of Aeonian	25,202,100	61.6%	39.7%
Subtotal	40,912,100	100%	64.5%
Dilutive Securities
Reserved for issuance:
Altina Warrants	7,855,000	-	12.4%
Aeonian Warrants	13,840,500	-	21.8%
Resulting Issuer Options	800,000	-	1.3%
Subtotal	22,495,500	-	35.5%
Total (fully diluted)	63,407,600	-	100.0%

Estimated Available Funds and Principal Purposes

Estimated Available Funds

Upon completion of the Qualifying Transaction, the Resulting Issuer is expected to have approximately $688,457 in Available Funds, which includes the following:

Estimated Funds Available	Amount ($)
Consolidated pro forma working capital deficiency as at March 31, 2025	2,943^{(1)}
Gross proceeds of Concurrent Financing	771,000
Estimated fees and expenses of the Qualifying Transaction	79,600^{(2)}
Total Estimated Funds Available	688,457

Notes:
(1) As at March 31, 2025, Altina had working capital of approximately $13,040, and Aeonian had a working capital deficiency of approximately $15,983.
(2) Estimated fees and expenses of the Qualifying Transaction include commissions payable in connection with the Concurrent Financing and legal, audit, and listing fees.

Principal Purposes of Funds

Based on information available as at the date of this Filing Statement, the following table sets forth the principal purposes for which the Available Funds upon Completion of the Qualifying Transaction will be used and the current estimated amounts to be used for each such principal purpose:

Principal Use of Available Funds	Amount ($)
Phase 1 Work Program(1)	309,000
General and administrative(2)	266,500
Unallocated working capital	112,957
Total	688,457

Notes:

(1) Includes $204,380 per the Phase I work program and $104,620 in additional spending on airborne geophysics and hyperspectral imagery. See “Part II – The Koocanusa Property”.
(2) Includes office and administration, salaries, professional fees, filing and listing fees, investor relations and communication. See “Estimated General and Administrative Expenses for the Next 12 Months” below. As of the date of this Filing Statement, Altina has not entered into any investor relations agreements.

Upon completion of the Altina Financing, the Resulting Issuer working capital available to fund ongoing operations will be sufficient to meet the administrative costs for at least twelve months. The Resulting Issuer intends to spend the Available Funds as stated in this Filing Statement. Notwithstanding the foregoing, there may be circumstances where, for sound business reasons, a reallocation of funds is necessary in order for the Resulting Issuer to achieve its objectives as set out in this Filing Statement. See “Risk Factors”.

Estimated General and Administrative Expenses for the Next 12 Months

The estimated general and administrative expenses of the Resulting Issuer for the 12 months following Completion of the Qualifying Transaction are an aggregate of $266,500. An estimated breakdown of these expenses is as follows:

Item	Amount ($)
Transfer Agent, Listing, Filing and Legal Fees	84,500
Accounting and Auditing	42,500
Office and Miscellaneous	25,000
Travel	6,500
Management Compensation and Consulting Fees	108,000
Total general and administrative	266,500

Negative Operating Cash Flow

As at January 31, 2025, Aeonian had incurred losses of $653,819 since incorporation. There is no guarantee that the Resulting Issuer will ever become profitable. Aeonian anticipates that it will continue to have negative cash flow for the foreseeable future. Due to the expected continuation of negative operating cash flows, the Resulting Issuer will be reliant on future financings in order to meet its cash needs. There is no assurance that such future financings will be available on acceptable terms or at all. A portion of the proceeds from the Altina Financing will be used to fund negative cash flows from operating activities in future periods. See “Risk Factors – Negative Operating Cash Flow”.

Selected Pro Forma Consolidated Financial Information

The following table sets out certain financial information for Altina and Aeonian as at September 30, 2024, after giving effect to the Amalgamation and the Altina Financing as if such events had occurred on September 30, 2024,

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and should be read in conjunction with the pro forma consolidated statement of financial position and the notes thereto of the Resulting Issuer attached hereto as Schedule "G".

Balance Sheet Data	As at September 30, 2024 ($)
Current Assets	923,148
Total Assets	1,519,471
Current Liabilities	218,897
Shareholders’ Equity	1,184,285

Dividend Policy

The Resulting Issuer does not currently intend to pay any cash dividends or distributions on the Resulting Issuer Shares in the foreseeable future and, therefore, holders of Resulting Issuer Shares may not be able to receive a return on their Resulting Issuer Shares unless they sell such Resulting Issuer Shares. The Resulting Issuer’s policy will be to retain earnings, if any, to reinvest in the Resulting Issuer.

The Resulting Issuer’s dividend policy will be reviewed from time to time by the Board of the Resulting Issuer in the context of its earnings, financial condition and other relevant factors. Until the Resulting Issuer pays dividends on the Resulting Issuer Shares, which it may never do, its shareholders will not be able to receive a return on the Resulting Issuer Shares unless they sell them.

Principal Security Holders

To the knowledge of management of Altina and Aeonian, no person or company is anticipated to own of record of beneficially, directly or indirectly, or exercise control or direction over more than 10% of any class of voting securities of the Resulting Issuer upon completion of the Qualifying Transaction.

Directors and Officers

The following table provides the names, municipalities of residence of the proposed directors and officers of the Resulting Issuer upon Completion of the Qualifying Transaction, their proposed positions and offices to be held with the Resulting Issuer, their principal occupations or employment and the number of securities of the Resulting Issuer which will be beneficially owned, directly or indirectly, or over which control or direction will be exercised by each upon Completion of the Qualifying Transaction.

Name, Municipality and Country of Residence	Principal Occupations for the Last Five Years	Period or periods during which each director or officer has served as a director or officer of Aeonian or Altina	Proposed Position with the Resulting Issuer	Number and Percent of Resulting Issuer Shares (1)
Andrew Randell(2)
Vancouver, BC
Canada	CEO and Principal Geoscientist at SGDS Hive September 2013 to present	September 2020 - present	CEO and Director	2,030,100 (5.0%)
Mirza Rahimani
North Vancouver, BC
Canada	Self-employed consultant/CFO	August 2019 - present	CFO and Corporate Secretary	400,000 (1.0%)

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Name, Municipality and Country of Residence	Principal Occupations for the Last Five Years	Period or periods during which each director or officer has served as a director or officer of Aeonian or Altina	Proposed Position with the Resulting Issuer	Number and Percent of Resulting Issuer Shares (1)
Branden Haynes Vancouver, BC Canada	CEO and a director of Bolt Metals Corp. from September 2024 to present; CEO and a director of Earthwise Minerals Corp. from March 2019 to March 2023; and a director of Aeonian since April 2022	April 2022 - present	Director	1,095,000 (2.7%)
Mark Luchinski New Westminster, BC Canada	Director of Luch Capital Corp. May 2022 to present; CFO of CMC Metals Ltd. August 2021 to November 2023; Investor relations with Falcon Gold Corp. August 2020 to August 2021; Field service with BC Hydro February 2019 to December 2019	May 2022 - present	Director	1,850,000 (4.5%)
Kristian Whitehead(2) North Vancouver, BC Canada	Operations foreman with Neptune Terminals July 2014 to present	March 2023 - present	Director	3,392,000(3) (8.3%)
Terrance Salman(2) Vancouver, BC Canada	President and CEO of Salman Capital Inc. December 2016 to present; President and CEO of Salman Partners Inc. September 1994 to present	August 2019 - present	Director	1,400,000 (3.4%)(4)
Gordon Kenneth Neal Vancouver, BC Canada	President of New Pacific Metals Corp. August 2017 to present	August 2019 - present	Director	880,000 (2.2%)

Notes:
(1) Assuming that there are 40,912,100 Resulting Issuer Shares issued and outstanding upon Completion of the Qualifying Transaction and completion of the Altina Financing, on a non-diluted basis.
(2) Proposed member of the Audit Committee.

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(3) Mr. Whitehead will hold 892,000 Resulting Issuer Shares in his own name and 2,500,000 Resulting Issuer Shares through Infiniti, a company wholly-owned by Mr. Whitehead.
(4) Mr. Salman holds these shares through Salman Capital Inc., a company wholly-owned by Mr. Salman.

As a group, the directors and officers of the Resulting Issuer will hold approximately 11,047,100 Resulting Issuer Shares, representing approximately 27.0% of all issued and outstanding Resulting Issuer Shares.

The following is a brief description of each of the proposed members of management for the Resulting Issuer (including details with regard to their principal occupations for the last five years):

Andrew Randell – CEO and Director, Age 47

Mr. Randell is a professional geoscientist and a graduate of the University of Cardiff (Wales) (1998) with a BSc. (Environmental Geoscience). After working as a geotechnician in Guyana and in the Yukon as a project geologist for Victoria Gold Corp., and then as chief geologist for Ryan Gold Corp., he established his full-service geological consulting company, SGDS Hive, in 2013 and has since then worked with a wide range of clients and projects.

Mr. Randell established the non-profit, Below BC, which performs outreach and educational opportunities in geoscience. In 2016 he received the Bedford Young Mining Professional Award through the Canadian Institute of Mining (CIM). Currently Mr. Randell sits on the board of directors for the Association of Mineral Exploration (AME) and is the chair of the CIM Geological Society and the recently formed BC Society of Engineers and Geoscientists (BCSEG) which is a new advocacy body created by the split of Engineers and Geoscientists BC (EGBC) which will focus purely on regulation of the professions. In 2020, Mr. Randell taught two 4th year university courses at the British Columbia Institute of Technology on indigenous relations and sustainability and mining law and ethics. During a break from geology in the early 2000's, Mr. Randell worked in the banking sector in the United Kingdom involved in developing the new at the time "green" and ethical funds.

Mr. Randell founded Aeonian to explore a more sustainable and transparent form of mineral exploration with the hope to inspire change at the grassroots level.

As the Chief Executive Officer of the Resulting Issuer, Mr. Randell will be responsible for the day-to-day operations, outside contractors and service providers, acquisitions and project development, and of the financial operations of the Resulting Issuer in conjunction with the Chief Financial Officer and with outside accounting, tax and auditor support. Mr. Randell expects to devote approximately 50% of his time to the Resulting Issuer's activities, but will at all times devote sufficient time to the Resulting Issuer's activities as is reasonably necessary to discharge his responsibilities as CEO. Mr. Randell will not be an employee of the Resulting Issuer but will be an independent consultant of the Resulting Issuer. Mr. Randell has not entered into a non-competition or non-disclosure agreement with the Resulting Issuer.

Branden Haynes – Director, Age 50

Mr. Haynes is an entrepreneur with more than 20 years of experience in finance and the junior markets and been active for than 15 years in the junior mining exploration sector. He currently serves as Chief Executive Officer and as a director of Bolt Metals Corp. He has previously worked as an investment advisor and has guided new companies through the initial financing phases, project acquisitions, deployment of exploration programs, development financing, IPO and public listing process.

Mr. Haynes expects to devote approximately 20% of his time to the Resulting Issuer's activities, but will at all times devote sufficient time to the Resulting Issuer's activities as is reasonably necessary to discharge his responsibilities as a director. Mr. Haynes will not be an employee or consultant of the Resulting Issuer. Mr. Haynes has not entered into a non-competition or non-disclosure agreement with the Resulting Issuer.

Mirza Rahimani, CPA, CA – CFO and Corporate Secretary, Age 46

Mr. Rahimani has over fifteen years of experience working with early and development stage public companies. He started off his finance career pursuing the Chartered Accountant designation where he worked with both public and

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private enterprises. Subsequently Mr. Rahimani went on to provide business advisory services in the areas of financial reporting, internal controls, corporate governance and risk management to mid tier public companies. For the past nine years, Mr. Rahimani has provided part time CFO and related consulting services and has served as a director and officer of several public companies. Mr. Rahimani earned a Bachelor of Commerce from the Sauder School of Business at the University of British Columbia and is a Chartered Professional Accountant.

As the Chief Financial Officer of the Resulting Issuer, Mr. Rahimani will be responsible for coordination of the financial operations and corporate secretarial matters of the Resulting Issuer in conjunction with the Chief Executive Officer and with outside accounting, tax and auditing firms. Mr. Rahimani expects to devote approximately 30% of his time to the Resulting Issuer's activities, but will at all times devote sufficient time to the Resulting Issuer's activities as is reasonably necessary to discharge his responsibilities as a CFO. Mr. Rahimani will not be an employee of the Resulting Issuer but will be an independent consultant of the Resulting Issuer. Mr. Rahimani has not entered into a non-competition or non-disclosure agreement with the Resulting Issuer.

Mark Luchinski – Director, Age 51

Mr. Luchinski has over 20 years of capital market experience, having worked in both public and private sectors as an officer and director of several companies, and is well versed in corporate governance, finance, compliance, and the administration of publicly traded companies. Mr. Luchinski is a graduate from the University of Victoria.

Mr. Luchinski intends to devote approximately 20% of his time to the affairs of the Resulting Issuer. Mr. Luchinski will not be an employee or consultant of the Resulting Issuer. Mr. Luchinski has not entered into a non-competition or non-disclosure agreement with the Resulting Issuer.

Kristian Whitehead – Director, Age 50

Mr. Whitehead has over 20 years of exploration and mining experience in senior geological roles throughout the Americas, including Yukon, British Columbia, Alaska, Guyana, Mexico, and Brazil. Mr. Whitehead is currently the VP of Exploration and cofounder for Teako Minerals Corp. (TMIN:CSE), and previously served as a director of Eureka Resources until its takeover by Kore Mining in 2018. Mr. Whitehead has worked in leading geological positions with various companies including Eureka Resources, Levon Resources Ltd., Kootenay Silver Inc., Fortunate Sun Mining Ltd., Hunter Dickinson/Taseko Mines, Fire River Gold Corp., Stratagold Corp., and Hawthorne Gold Corp.

Mr. Whitehead is the founder and sole owner of Infiniti Drilling Corporation through which he provides professional and QP geological exploration and mining support consulting services to the industry.

Mr. Whitehead intends to devote approximately 20% of his time to the affairs of the Resulting Issuer.

Mr. Whitehead will not be an employee or an independent consultant of the Resulting Issuer. Mr. Whitehead will not enter into a non-competition or non-disclosure agreement with the Resulting Issuer.

Terrance Salman – Director, Age 82

Mr. Salman has been an industry leader in financing junior exploration and mid-to-large cap mining companies for the past 35 years. He started his career at Nesbitt Thomson in 1973, beginning as a research analyst and rising to the role of Executive Vice President and director. Mr. Salman left Nesbitt Thomson in 1994 to form Salman Partners Inc., where he is President and Chief Executive Officer. For 22 years, Salman Partners was a leading resource-based investment dealer known for its high-quality research and integrity. Over that time, Salman Partners helped raise an aggregate of $20 billion for over 400 companies. Mr. Salman is also President and CEO of Salman Capital Inc., an investment and merchant banking firm. Mr. Salman is also the former chairman of New Pacific Metals Corp. (TSX: NUAG; NYSE-A: NEWP).

Alongside his highly successful career, Mr. Salman has tirelessly devoted his services to many volunteer organizations, including sitting on the Government of Canada's Expert Panel on Securities Regulation, and serving as Chair of the Investment Dealers Association of Canada. Mr. Salman is Chairman Emeritus of the Vancouver Public Library Foundation, and previously served as the chairman of St. Paul's Hospital Foundation. He was a Director of

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the Prostate Cancer Research Foundation of Canada and a past Director of the Canadian Stem Cell Network. In 2009, he was awarded a Doctor of Technology “Honoris Causa” by the British Columbia Institute of Technology. In recognition of his outstanding volunteer contributions, Mr. Salman was awarded the Queen Elizabeth II Diamond Jubilee Medal in 2012. He was also a recipient of the Murray Pezim Award in 2016 from the Association for Mineral Exploration B.C., the Public Service Star from the President of Singapore in 2021 and was inducted into the Order of Canada in 2022 for his contribution to mining exploration and his generous philanthropy and community activism.

Mr. Salman intends to devote approximately 15% of his time to the affairs of the Resulting Issuer.

Mr. Salman will not be an employee or an independent consultant of the Resulting Issuer. Mr. Salman will not enter into a non-competition or non-disclosure agreement with the Resulting Issuer.

Gordon Neal – Director, Age 70

Mr. Neal has more than 30 years experience in corporate finance, resource corporate development and investor relations. He founded Neal McInerney Investor Relations that marketed more than $4 billion in equity financings, which saw the company grow to be the second largest full service investor relations firm in Canada. Mr. Neal is currently the CEO of World Copper Ltd. (TSXV: WCU). He was formerly the President of New Pacific Metals Corp. (TSX: NUAG; NYSE-A: NEWP) and before that the Vice-President of Corporate Development for Silvercorp Metals Inc. (TSX: SVM) and MAG Silver Corp. (TSX: MAG). He has served on the board of Falco Resources Ltd. (TSXV: FPC), Balmoral Resources Ltd. (TSX: BAR), Americas Petrogas, Inc. (TSXV: BOE), Rockgate Capital Corp. (TSX: RGT), Wealth Minerals Ltd. (TSXV: WML), Lithium South Development (TSXV: LIS) and Altina Capital Corp. (TSXV: ALTN.P). He has raised more than $700M for resources companies since 2004. Mr. Neal graduated from Dalhousie University with a B.Sc. in Biochemistry. He has also served as a member of the Dalhousie University Senate and Board of Governors.

Mr. Neal intends to devote approximately 15% of his time to the affairs of the Resulting Issuer.

Mr. Neal will not be an employee or an independent consultant of the Resulting Issuer. Mr. Neal will not enter into a non-competition or non-disclosure agreement with the Resulting Issuer.

Committees of the Board

Following the Completion of the Qualifying Transaction, the Board intends to establish a Governance Committee, an Audit Committee, and a Compensation Committee.

Audit Committee

The Audit Committee of the Resulting Issuer is expected to be composed of the following members:

Member	Independent / Not Independent (1)	Financially Literate / not Financially Literate (2)
Andrew Randell (3)	Not Independent	Financially Literate
Kristian Whitehead	Independent	Financially Literate
Terrance Salman	Independent	Financially Literate

Notes:

(1) A member of the audit committee is independent if the member meets the meaning of that term as defined in Section 1.4 of National Instrument 52-110 Audit Committees (“NI 52-110”).
(2) As defined by NI 52-110.
(3) Mr. Randell will be appointed chair of the Audit Committee. Mr. Randell is not independent as he will be the Chief Executive Officer of the Resulting Issuer.

In accordance with section 6.1.1(3) of NI 52-110 relating to the composition of the audit committee for venture issuers, a majority of the members of the audit committee are not executive officers, employees or control persons of Aeonian.

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All members of the Audit Committee are “financially literate” within the meaning of NI 52-110. Each of the Audit Committee members has an understanding of the accounting principles used to prepare financial statements and varied experience as to the general application of such accounting principles, as well as an understanding of the internal controls and procedures necessary for financial reporting.

For additional details regarding the relevant education and experience of each member of the Audit Committee, see the relevant biographical experiences for each member of the Audit Committee under “Directors, Officers and Promoters”.

The Resulting Issuer will continue using the Audit Committee charter adopted by Altina.

Corporate Cease Trade Orders or Bankruptcies

Within the ten years before the date of this Filing Statement, no proposed director, officer or Promoter of the Resulting Issuer is or has been a director, officer or Promoter of any person or company that:

(a) was subject to a cease trade or similar order, or an order that denied the issuer access to any exemptions under applicable securities law, that was in effect for a period of more than 30 consecutive days, while that person was acting in that capacity; or

(b) was subject to a cease trade or similar order, or an order that denied the issuer access to any exemptions under applicable securities law, that was in effect for a period of more than 30 consecutive days, that was issued after that person ceased to be a director, officer or Promoter and which result from an event that occurred while that person was acting in that capacity.

Within the ten years before the date of this Filing Statement, no proposed director, officer or Promoter of the Resulting Issuer is or has been a director or, officer of any company that, while that person was acting 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.

The foregoing information, not being within the knowledge of Aeonian, has been furnished by the proposed directors and officers of the Resulting Issuer.

Penalties or Sanctions

To the knowledge of Aeonian, no proposed director, officer or Promoter of the Resulting Issuer has:

(a) been subject to 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

(b) been subject to any other penalties or sanctions imposed by a court or regulatory body, including a self-regulatory body, that would be likely to be considered important to a reasonable security holder making a decision about the Qualifying Transaction.

Personal Bankruptcies

To the knowledge of Aeonian, no director, officer or Promoter of the Resulting Issuer, or a personal holding company of any of them, has, within the ten years prior to the date of this Filing Statement, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangements, or compromise with creditors or had a receiver manager or trustee appointed to hold the assets of that individual.

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Interests of Management and Others in Material Transactions

Except as disclosed in this Filing Statement, no director, executive officer, Insider or Associate or Affiliate of any of the foregoing, has had any material interest, direct or indirect, in any transaction, or in any proposed transaction, that has materially affected or will materially affect the Resulting Issuer.

Conflicts of Interest

Directors and officers of the Resulting Issuer may also serve as directors and/or officers of, or otherwise be involved with or consulted by, other companies engaged in the mineral resource and exploration industry and may be presented from time to time with situations or opportunities which give rise to apparent conflicts of interest which cannot be resolved by arm's-length negotiations but only through exercise by the officers and directors of such judgment as is consistent with their fiduciary duties to the Resulting Issuer which arise under applicable corporate law, especially insofar as taking advantage, directly or indirectly, of information or opportunities acquired in their capacities as directors or officers of the Resulting Issuer. It is expected that all conflicts of interest will be resolved in accordance with the BCBCA. It is expected that any transactions with officers and directors will be on terms consistent with industry standards and sound business practice in accordance with the fiduciary duties of those persons to the Resulting Issuer, and, depending upon the magnitude of the transactions and the absence of any disinterested board members, may be submitted to the shareholders for their approval.

Other Reporting Issuer Experience

The following table sets out the proposed directors, officers and Promoters of the Resulting Issuer that are, or have been within the last five years, directors, officers or Promoters of other reporting issuers:

Name	Name and Jurisdiction of Reporting Issuer	Name of Trading Market	Position	From		To
				Month	Year	Month	Year
Mirza Rahimani	Wangton Capital Corp. British Columbia and Alberta	TSXV	CFO and Director	October	2015	October	2019
Terrance Salman	Independent Gold Corp. British Columbia and Alberta	TSXV	Director	February	2017	Present
	New Pacific Metals Corp. British Columbia, Alberta, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, Québec and Saskatchewan	TSX	Director	December	2021	November	2023

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| Gordon Neal | New Pacific Metals Corp.
British Columbia, Alberta, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, Québec and Saskatchewan | TSX | President | August | 2017 | March | 2021 |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | Interra Copper Corp.
British Columbia, Alberta and Ontario | CSE | Director | July | 2021 | June | 2022 |
| | Lithium South Development Corporation
British Columbia, Alberta and Ontario | TSXV | Director | October | 2023 | Present | |
| | Tincorp Metals Inc.
British Columbia, Alberta, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, Québec, Saskatchewan and Yukon | TSXV | CEO and Director | December | 2021 | January | 2024 |
| | World Copper Ltd.
Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland | TSXV | CEO | January | 2024 | Present | |

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| | and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Québec, Saskatchewan, Yukon | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Mark Luchinski | Wealth Minerals Ltd. British Columbia and Alberta | TSXV | Director | July | 2017 | Present | |
| | Earthwise Minerals Corp. British Columbia, Alberta and Ontario | CSE | Director | May | 2023 | Present | |
| | Highbank Resources Ltd. British Columbia and Alberta | TSXV | Director | July | 2022 | April 2025 | |
| | Right Season Investments Corp. British Columbia and Alberta | TSXV | CFO | September | 2023 | Present | |
| | Hardcore Discoveries Ltd. British Columbia and Ontario | TSXV | Director | May | 2023 | Present | |
| | Marvel Discovery Corp. British Columbia and Alberta | TSXV | Director | October | 2020 | May | 2022 |
| | Power One Resources Corp. British Columbia and Alberta | TSXV | Director | March | 2021 | May | 2022 |

| | CMC Metals Ltd.
British Columbia and Alberta | TSXV | Officer | June | 2021 | November | 2023 |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Kristian Whitehead | 1111 Exploration Corp / Teako Minerals Corp.
British Columbia and Ontario | CSE | Director of VP Exploration | August | 2021 | June | 2024 |
| | CMC Metals Ltd.
British Columbia and Alberta | TSXV | Director | March | 2023 | September | 2023 |
| Branden Haynes | Earthwise Minerals Corp.
British Columbia, Alberta and Ontario | CSE | CEO | March | 2019 | March | 2023 |
| | Bolt Metals Corp.
British Columbia, Alberta and Ontario | CSE | CEO | September | 2024 | Present | |

Executive Compensation

The Resulting Issuer's compensation payable to the Named Executive Officers will be based upon, among other things, the responsibility, skills and experience required to carry out the functions of each position held by each Named Executive Officer and varies with the amount of time spent by each Named Executive Officer in carrying out his or her functions on behalf of the Resulting Issuer.

In particular, the CEO's compensation will be determined by time spent on: (i) the Resulting Issuer's day to day operations; (ii) developing the Resulting Issuer's products and working to bring them to market; (iii) reviewing potential transactions and negotiating them on behalf of the Resulting Issuer; and (iv) new business ventures.

The CFO's compensation will be primarily determined by time spent in reviewing the Resulting Issuer's financial affairs, including, but not limited to, the Resulting Issuer's day-to-day accounting, budgets and financial reporting.

Compensation Discussion and Analysis

Disclosure of the executive compensation practices for Aeonian is set forth in "Part II – Information Concerning Aeonian – Executive Compensation". It is anticipated that the Resulting Issuer will continue the executive compensation practices of Aeonian upon Completion of the Qualifying Transaction. It is anticipated that from time to time, Resulting Issuer Options will be granted under the Resulting Issuer Option Plan to: provide an incentive to the participants; to achieve the longer-term objectives of the Resulting Issuer; to give suitable recognition to the ability and industry of such persons who contribute materially to the success of the Resulting Issuer; and to attract and retain

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persons of experience and ability, by providing them with the opportunity to acquire an increased proprietary interest in the Resulting Issuer.

Director Compensation

Upon Completion of the Qualifying Transaction the directors of the Resulting Issuer will determine how much, if any, compensation will be paid to directors for services rendered to the Resulting Issuer by them in that capacity. Such incentives may be in the form of an annual director’s fee and/or in the form of incentive Resulting Issuer Options pursuant to the Resulting Issuer Option Plan.

Executive Compensation

The following table sets forth a summary of all compensation to be earned by the Resulting Issuer’s Named Executive Officers in the fiscal year ending December 31, 2025.

Table of Compensation Excluding Compensation Securities
Named Executive Officer Name and Principal Position	Salary ($)	Share Based Awards	Option Based Awards	Annual Incentive Plans ($)	Long-Term Incentive Plans	Pension Value ($)	All other Compensation Plans ($)	Total Compensation ($)
Andrew Randell CEO	40,000	nil	nil	nil	nil	nil	nil	40,000
Mirza Rahimani CFO	32,000	nil	nil	nil	nil	nil	nil	32,000

Indebtedness Of Directors and Officers

No director, officer, Promoter, member of management, nominee for elections as director of the Resulting Issuer, nor any of their Associates or Affiliates, is or has been indebted to Altina or Aeonian or is expected to be indebted to the Resulting Issuer following the Completion of the Qualifying Transaction.

Investor Relations Arrangements

The Resulting Issuer has not entered into any promotional or investor relations arrangements.

Options

Upon of the Completion of the Qualifying Transaction, it is anticipated that the following Resulting Issuer Options will be outstanding:

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Optionee	Number of Resulting Issuer Options	Exercise Price per Resulting Issuer Share ($)	Expiry Date
Mirza Rahimani	130,000	$0.10	September 23, 2030
Terrance Salman	245,000	$0.10	September 23, 2030
Gordon Neal	190,000	$0.10	September 23, 2030
Theofilos Sanidas	135,000	$0.10	The 12-month anniversary of the Qualifying Transaction
Mirza Rahimani	50,000	$0.24	March 2, 2032
Theofilos Sanidas	50,000	$0.24	The 12-month anniversary of the Qualifying Transaction
Total	800,000

Stock Option Plan

The Resulting Issuer will adopt the Altina Option Plan, which will be the stock option plan of the Resulting Issuer upon Completion of the Qualifying Transaction. Disclosure regarding the Altina Option Plan is set forth in "Information Concerning Altina – Stock Option Plan".

Escrowed Securities

Altina Founders Shares

As of the date of the Filing Statement there are 4,000,000 CPC Escrow Shares subject to the CPC Escrow Agreement.

There are two classes of escrow to which certain Resulting Issuer Shares will be subject to escrow: (i) CPC Escrow Shares; and (ii) Value Escrow Securities. The CPC Escrow Shares are subject to an escrow that continues as part of the initial public offering of Altina, while the Value Securities are subject to an escrow as a result of the Qualifying Transaction.

CPC Escrow Shares

The following table sets out, as of the date hereof and to the knowledge of Aeonian and Altina, the name and municipality of residence of the security holders whose securities will be subject to the release conditions of the CPC Escrow Agreement (on a non-diluted basis):

Name and Municipality	Designation of class	Prior to giving effect to the Qualifying Transaction		After giving effect to the Qualifying Transaction
		Number of securities held in escrow	Percentage of class(1)	Number of securities held in escrow	Percentage of class(2)
Mirza Rahimani, North Vancouver, BC Canada	Common Shares	400,000	2.5%	400,000	1.0%
Salman Capital Inc.(3) Vancouver, BC Canada	Common Shares	900,000	5.7%	900,000	2.2%
Neal & Company Consultants Ltd.(4) Vancouver, BC Canada	Common Shares	700,000	4.5%	700,000	1.7%

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Theofilos Sanidas
Vancouver, BC
Canada
Common Shares
500,000
3.2%
500,000
1.2%

Ross Beaty
Vancouver, BC
Canada
Common Shares
500,000
3.2%
500,000
1.2%

Gloria Feng
Vancouver, BC
Canada
Common Shares
700,000
4.5%
700,000
1.7%

Jason Knoblach⁽⁵⁾
Vancouver, BC
Common Shares
150,000
1.0%
175,000
0.4%

Balvinder Dadwan⁽⁵⁾
Surrey, BC
Common Shares
75,000
0.5%
75,000
0.2%

Mike Siggs⁽⁵⁾
North Vancouver, BC
Common Shares
75,000
0.5%
75,000
0.2%

Notes:

(1) Based on 15,710,000 Common Shares issued and outstanding prior to the Amalgamation.
(2) Assuming that there are 40,912,100 Resulting Issuer Shares issued and outstanding upon Completion of the Qualifying Transaction, on a non-diluted basis.
(3) Salman Capital Inc. is a corporation wholly-owned by Terrance Salman, a director of the Resulting Issuer.
(4) Neal & Company Consultants Ltd. Is a corporation wholly-owned by Gordon Neal, a director of the Resulting Issuer.
(5) These Common Shares are held beneficially by the individuals noted, but are registered in the name of Haywood Securities Inc.

Securities summarized in the above table held by certain principals of Altina will be escrowed in accordance with TSXV policies and applicable securities laws as follows:

Percentage of Shares Released from Escrow	Shares Release Date
25%	Date of Final Exchange Bulletin
25%	6 months from Final Exchange Bulletin
25%	12 months from Final Exchange Bulletin
25%	18 months from Final Exchange Bulletin

Qualifying Transaction Escrowed Securities

Name and Municipality of Residence of Shareholder	Prior to Giving Effect to the Qualifying Transaction		Assuming Completion of the Altina Financing, After Giving Effect to the Qualifying Transaction
	Number of Securities held in Escrow	Percentage of Class⁽¹⁾	Number of Securities to be held in Escrow	Percentage of Class⁽²⁾
Andrew Randell Vancouver, BC Canada	2,000,100 Aeonian Shares	7.9%	2,030,100 Resulting Issuer Shares	5.0%
	30,000 Altina Shares	0.2%
	30,000 Altina Warrants	0.4%	30,000 Resulting Issuer Warrants	0.1%

Name and Municipality of Residence of Shareholder	Prior to Giving Effect to the Qualifying Transaction		Assuming Completion of the Altina Financing, After Giving Effect to the Qualifying Transaction
	Number of Securities held in Escrow	Percentage of Class^{(1)}	Number of Securities to be held in Escrow	Percentage of Class^{(2)}
Branden Haynes Vancouver, BC Canada	1,095,000 Aeonian Shares	4.3%	1,095,000 Resulting Issuer Shares	2.7%
	95,000 Aeonian Warrants	0.7%	95,000 Resulting Issuer Warrants	0.4%
Mirza Rahimani, North Vancouver, BC Canada	400,000 Altina Shares	2.5%	400,000 Resulting Issuer Shares	1.0%
Mark Luchinski New Westminster, BC Canada	1,850,000 Aeonian Shares	7.3%	1,850,000 Resulting Issuer Shares	4.5%
	200,000 Aeonian Warrants	1.4%	200,000 Resulting Issuer Warrants	1.0%
Kristian Whitehead North Vancouver, BC Canada	3,362,000 Aeonian Shares^{(3)}	13.3%	3,392,000 Resulting Issuer Shares^{(3)}	8.3%
	30,000 Altina Shares^{(3)}	0.2%
	312,000 Aeonian Warrants^{(3)}	2.3%	342,000 Resulting Issuer Warrants^{(3)}	1.4%
	30,000 Altina Warrants^{(3)}	0.4%
Zhi Zhang Burnaby, BC Canada	250,000 Aeonian Shares	1.0%	250,000 Resulting Issuer Shares	0.6%
Olga Akindinova North Vancouver, BC Canada	375,000 Aeonian Shares	1.5%	375,000 Resulting Issuer Shares	0.9%
You Fund Me Technology Corp. Vancouver, BC Canada	50,000 Aeonian Shares^{(4)}	0.2%	50,000 Resulting Issuer Shares^{(4)}	0.1%
Quattro-lot Partners Corp. Vancouver, BC Canada	25,000 Aeonian Shares^{(5)}	0.1%	25,000 Resulting Issuer Shares^{(5)}	0.1%
Daniel Custock Vancouver, BC Canada	25,000 Aeonian Shares	0.1%	25,000 Resulting Issuer Shares	0.1%

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Name and Municipality of Residence of Shareholder	Prior to Giving Effect to the Qualifying Transaction		Assuming Completion of the Altina Financing, After Giving Effect to the Qualifying Transaction
	Number of Securities held in Escrow	Percentage of Class^{(1)}	Number of Securities to be held in Escrow	Percentage of Class^{(2)}
Michael Patterson Coquitlam, BC Canada	25,000 Aeonian Shares	0.1%	25,000 Resulting Issuer Shares	0.1%
Soloman Elimimian Surrey, BC Canada	25,000 Aeonian Shares	0.1%	25,000 Resulting Issuer Shares	0.1%
J Fahmy Consulting Inc. Surrey, BC Canada	400,000 Aeonian Shares^{(6)}	1.6%	400,000 Resulting Issuer Shares^{(6)}	1.0%
Terrance Salman Vancouver, BC Canada	1,400,000 Altina Shares^{(7)}	8.9%	1,400,000 Resulting Issuer Shares^{(7)}	3.4%
	500,000 Altina Warrants	6.4%	500,000 Resulting Issuer Warrants	2.3%
Gordon Neal Vancouver, BC Canada	880,000 Altina Shares^{(8)}	5.6%	880,000 Resulting Issuer Shares^{(8)}	2.2%
	180,000 Altina Warrants^{(8)}	2.3%	180,000 Altina Warrants^{(8)}	0.8%
Theofilos Sanidas Vancouver, BC Canada	580,000 Altina Shares	3.7%	580,000 Resulting Issuer Shares	1.4%

Notes:
1. Based on 15,710,000 Common Shares issued and outstanding prior to the Amalgamation and 25,202,100 Aeonian Shares issued and outstanding prior to the Amalgamation.
2. On an undiluted basis and assuming 40,912,100 Resulting Issuer Shares outstanding upon completion of the Qualifying Transaction and Altina Financing.
3. Kristian Whitehead holds 892,000 Aeonian Shares and 92,000 Aeonian Warrants in his own name and 2,470,000 Aeonian Shares, 30,000 Altina Shares, 220,000 Aeonian Warrants and 30,000 Altina Warrants through Infiniti, a company wholly-owned by Mr. Whitehead.
4. Such shares are held through You Fund Me Technology Corp., a corporation jointly-owned by David Patterson and David Brook.
5. Such shares are held by Quattro-lot Partners Corp., a corporation wholly-owned by Mark Wright.
6. Such shares are held by J Fahmy Consulting Inc., a corporation wholly-owned by John Fahmy.
7. Such shares are held through Salman Capital Inc., a corporation wholly-owned by Mr. Salman.
8. Gordon Neal holds 700,000 Altina Shares through Neal & Company Consultants Ltd., a corporation wholly-owned by Mr. Neal, and 180,000 Altina Shares and 180,000 Altina Warrants in his own name.

Securities summarized in the above table held by certain principals of Altina will be escrowed in accordance with TSXV policies and applicable securities laws as follows:

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Percentage of Shares Released from Escrow	Shares Release Date
10%	Date of Final Exchange Bulletin
15%	6 months from Final Exchange Bulletin
15%	12 months from Final Exchange Bulletin
15%	18 months from Final Exchange Bulletin
15%	24 months from Final Exchange Bulletin
15%	30 months from Final Exchange Bulletin
15%	36 months from Final Exchange Bulletin

PART IV – RISK FACTORS

Where used in this “Risk Factors” section, “Aeonian” refers to either Aeonian or the Resulting Issuer as the context may require. The current business of Aeonian will be the business of the Resulting Issuer upon Completion of the Qualifying Transaction. Accordingly, risk factors relating to Aeonian’s current business will be risk factors relating to the Resulting Issuer’s business and references to Aeonian in these risk factors should, where the context requires, be read to include the risks of the Resulting Issuer. Due to the nature of Aeonian’s business, the legal and economic climate in which it operates and its present stage of development, Aeonian is subject to significant risks. The risks presented below should not be considered to be exhaustive and may not be all of the risks that the Resulting Issuer and Aeonian may face. Aeonian’s future development and operating results may be very different from those expected as at the date of this Filing Statement. Additional risks and uncertainties not presently known to Aeonian or that Aeonian currently considers immaterial may also impair the business and operations of the Resulting Issuer and cause the trading price of the Resulting Issuer Shares to decline. If any of the following or other risks occur, the Resulting Issuer’s business, prospects, financial condition, results of operations and cash flows could be materially adversely impacted. In that event, the trading price of the Resulting Issuer Shares could decline and investors could lose all or part of their investment. There is no assurance that risk management steps taken will avoid future loss due to the occurrence of the risks described below or other unforeseen risks. Readers should carefully consider all such risks and other information elsewhere in this Filing Statement before making an investment in Aeonian or the Resulting Issuer and should not rely upon forward-looking statements as a prediction of future results. Risk factors relating to Aeonian include, but are not limited to, the factors set out below.

Business Risks

Limited Operating History

Aeonian has no history of earnings. There are no known commercial quantities of mineral reserves on any properties in which the Aeonian has an interest. The purpose of Aeonian’s private placements carried out to date was to raise funds to carry out exploration and, if thought appropriate, development with the objective of establishing economic quantities of mineral reserves. There is no guarantee that economic quantities of minerals will be discovered on any properties in which Aeonian has an interest in the near future or at all. If Aeonian does not generate revenue or is unable to raise further funds, it may be unable to sustain its operations, in which case it may become insolvent and investors may lose their investment.

Speculative Nature of Mineral Exploration

Resource exploration is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits that, though present, are insufficient in quantity and quality to return a profit from production. The marketability of minerals acquired or discovered by Aeonian may be affected by numerous factors which are beyond

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the control of Aeonian and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection, the combination of which factors may result in Aeonian not receiving an adequate return of investment capital. There is no assurance that Aeonian’s mineral exploration activities will result in any discoveries of commercial bodies of ore. The long-term profitability of Aeonian’s operations will in part be directly related to the costs and success of its exploration programs, which may be affected by a number of factors. Substantial expenditures are required to establish reserves through drilling and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis.

Financing Risks

Aeonian has no history of earnings and, due to the nature of its business, there can be no assurance that Aeonian will be profitable. Aeonian has paid no dividends on its shares since incorporation and does not anticipate doing so in the foreseeable future. The only present source of funds available to Aeonian is through the sale of its securities. Even if the results of exploration are encouraging, Aeonian may not have sufficient funds to conduct the further exploration that may be necessary to determine whether or not a commercially mineable deposit exists on the properties owned by Aeonian. Aeonian’s unallocated working capital is not sufficient to fund a follow-on Phase 2 exploration program on the Property and there is no assurance that Aeonian can successfully obtain additional financing to fund a Phase 2 program.

While Aeonian may generate additional working capital through further equity offerings or through the sale or possible syndication of the Property, there is no assurance that any such funds will be available. If available, future equity financing may result in substantial dilution to current shareholders and investors in the Altina Financing. At present it is impossible to determine what amounts of additional funds, if any, may be required.

Property Interests

If Aeonian loses or abandons its interest in the Property, there is no assurance that it will be able to acquire another mineral property of merit or that such an acquisition would be approved by the Exchange. There is also no guarantee that the Exchange will approve the acquisition of any additional properties by Aeonian, whether by way of option or otherwise, should Aeonian wish to acquire any additional properties. Unless Aeonian acquires additional property interests, any adverse developments affecting the Property could have a material adverse effect upon Aeonian and would materially and adversely affect any profitability, financial performance and results of operations of Aeonian.

Commercial Ore Deposits

The Property is in the exploration stage only and is without a known body of commercial ore. Development of the Property would follow only if favourable exploration results are obtained. The business of exploration for minerals and mining involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines.

Uninsurable Risks

In the course of exploration, development and production of mineral properties, certain risks, and in particular, unexpected or unusual geological operating conditions including rock bursts, cave-ins, fires, flooding and earthquakes may occur. It is not always possible to fully insure against such risks and Aeonian may decide not to take out insurance against such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the securities of Aeonian.

Permits and Government Regulations

The future operations of Aeonian may require permits from various federal, provincial and local governmental authorities and will be governed by laws and regulations governing prospecting, development, mining, production, export, taxes, labour standards, occupational health, waste disposal, land use, environmental protections, mine safety

1398-6722-9450, v. 43

and other matters. There can be no guarantee that Aeonian will be able to obtain all necessary permits and approvals that may be required to undertake exploration activity or commence construction or operation of mine facilities on the Property.

Environmental and Safety Regulations and Risks

Environmental laws and regulations may affect the operations of Aeonian. These laws and regulations set various standards regulating certain aspects of health and environmental quality. They provide for penalties and other liabilities for the violation of such standards and establish, in certain circumstances, obligations to rehabilitate current and former facilities and locations where operations are or were conducted. The permission to operate can be withdrawn temporarily where there is evidence of serious breaches of health and safety standards, or even permanently in the case of extreme breaches. Significant liabilities could be imposed on Aeonian for damages, clean-up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous owners of acquired properties or noncompliance with environmental laws or regulations. In all major developments, Aeonian generally relies on recognized designers and development contractors from which Aeonian will, in the first instance, seek indemnities. Aeonian intends to minimize risks by taking steps to ensure compliance with environmental, health and safety laws and regulations and operating to applicable environmental standards. There is a risk that environmental laws and regulations may become more onerous, making Aeonian's operations more expensive.

Risks Associated with Climate Change

Mining and processing operations are energy intensive, resulting in a significant carbon footprint. The Resulting Issuer acknowledges climate change as an international and community concern. A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to the potential impacts of climate change. Where legislation already exists, regulation relating to emission levels and energy efficiency is becoming more stringent. Some of the costs associated with reducing emissions can be offset by increased energy efficiency and technological innovation. However, if the current regulatory trend continues, this may result in increased costs at some of the Resulting Issuer's operations. In addition, the physical risks of climate change may also have an adverse effect at some of the Resulting Issuer's operations. These may include extreme weather events, natural disasters, resource shortages, changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperatures., such climate-related disruptions appear to be increasing in frequency and may have increasingly significant impacts.

COVID-19 and Other Pandemics

The Resulting Issuer's business could be significantly adversely affected by the outbreak of epidemics or pandemics or other health crises, including any outbreak of additional strains of COVID-19. Global reactions to the spread of COVID-19 led to, among other things, significant restrictions in many jurisdictions on travel and gatherings of individuals, quarantines, temporary business closures and a general reduction in consumer activity. Such epidemics, pandemics or other public health crises could materially and adversely impact the Resulting Issuer's business, including without limitation, employee health, workforce availability and productivity, limitations on travel, supply chain disruptions, increased insurance premiums, increased costs and reduced efficiencies, the availability of industry experts and personnel, restrictions on the Resulting Issuer's exploration programs and/or the timing to process exploration results and the slowdown or temporary suspension of operations. More broadly, such an outbreak could disrupt economic activity, resulting in reduced commercial and consumer confidence and spending, volatility in the global economy, and instability in the credit and financial markets, all of which could have an adverse impact on the Resulting Issuer's business, results of operations and financial condition.

Management

The success of Aeonian is currently largely dependent on the performance of its directors and officers. The loss of the services of any of these persons could have a materially adverse effect on Aeonian's business and prospects. There is no assurance Aeonian can maintain the services of its directors, officers or other qualified personnel required to operate its business.

1398-6722-9450, v. 43

Key Person Insurance

Aeonian does not maintain key person insurance on any of its directors or officers, and as result Aeonian would bear the full loss and expense of hiring and replacing any director or officer in the event the loss of any such persons by their resignation, retirement, incapacity, or death, as well as any loss of business opportunity or other costs suffered by Aeonian from such loss of any director or officer.

Mineral Titles

Aeonian is satisfied that evidence of title to the Property is adequate and acceptable by prevailing industry standards with respect to the current stage of exploration on the Property. Aeonian may face challenges to the title of the Property or subsequent properties it may acquire, which may prove to be costly to defend or could impair the advancement of Aeonian’s business plan.

Aboriginal Title

The Property or other future properties owned or optioned by Aeonian may now or in the future be the subject of First Nations land claims. The legal nature of aboriginal land claims is a matter of considerable complexity. The impact of any such claim on Aeonian’s ownership interest in the Property cannot be predicted with any degree of certainty and no assurance can be given that a broad recognition of aboriginal rights in the area in which the Property is located, by way of a negotiated settlement or judicial pronouncement, would not have an adverse effect on Aeonian’s activities. Should Aeonian apply for a notice of work permit application they will require First Nations engagement as the Property sits within the traditional territory of the Ktunaxa Nation, and there is no assurance that Aeonian will be able to establish a practical working relationship with the Ktunaxa Nation which would allow it to explore and potentially develop the Property.

Fluctuating Mineral Prices

Aeonian’s revenues in the future, if any, are expected to be in large part derived from the extraction and sale of precious and base minerals and metals, which in turn depend on the results of Aeonian’s exploration on these properties and whether development will be commercially viable or even possible. Factors beyond the control of Aeonian may affect the marketability of metals discovered, if any. Metal prices have fluctuated widely, particularly in recent years, including as a result of the significant market reaction to COVID-19. Consequently, the economic viability of any of Aeonian’s exploration projects cannot be accurately predicted and may be adversely affected by fluctuations in mineral prices.

Competition

The mining industry is intensely competitive in all its phases. Aeonian competes for the acquisition of mineral properties, claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees with many companies possessing greater financial resources and technical facilities than Aeonian. The competition in the mineral exploration and development business could have an adverse effect on Aeonian’s ability to hire or maintain experienced and expert personnel or acquire suitable properties or prospects for mineral exploration in the future.

Negative Cash Flows From Operations

For the financial years ended October 31, 2023 and 2024 and the three month period ended January 31, 2025, Aeonian had negative cash flow from operating activities of $154,298, $97,189 and $1,140 respectively. Aeonian continues to have negative operating cash flow. It is possible the Resulting Issuer may have negative cash flow in any future period and as a result, the Resulting Issuer may need to use available cash, including proceeds from the Altina Financing and any future financings to fund any such negative cash flow.

Resale of Common Shares

The continued operation of Aeonian will be dependent upon its ability to generate operating revenues and to procure additional financing. There can be no assurance that any such revenues can be generated or that other financing can

be obtained. If Aeonian is unable to generate such revenues or obtain such additional financing, any investment in Aeonian may be lost. In such event, the probability of resale of the Common Shares by any investor of Aeonian would be diminished.

Community Groups

There is an ongoing level of public concern relating to the effects of mining on the natural landscape, on communities and on the environment. Certain non-governmental organizations, public interest groups and reporting organizations ("NGOs") who oppose resource development can be vocal critics of the mining industry. Any such actions and the resulting media coverage could have an adverse effect on the reputation and financial condition of Aeonian or its relationships with the communities in which it operates, which could have a material adverse effect on Aeonian's business, financial condition, results of operations, cash flows or prospects.

Price Volatility of Publicly Traded Securities

In recent years, the securities markets in Canada have experienced a high level of price and volume volatility, and the market prices of securities of many companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continual fluctuations in price will not occur. It may be anticipated that any quoted market for the Common Shares will be subject to market trends generally, notwithstanding any potential success of Aeonian in executing on its business plan, creating revenues, cash flows or earnings. The value of the Common Shares will be affected by such volatility. There is currently no public market for the Common Shares. An active public market for the Common Shares might not develop or be sustained after the Listing Date. If an active public market for the Common Shares does not develop, the liquidity of a shareholder's investment may be limited and the share price may decline below the price at which the Common Shares were issued.

Conflicts of Interest

Some of the directors and officers are engaged and will continue to be engaged in the search for additional business opportunities on behalf of other corporations, and situations may arise where these directors and officers will be in direct competition with Aeonian. Conflicts, if any, will be dealt with in accordance with the relevant provisions of the BCBCA. Some of the directors and officers of Aeonian are or may become directors or officers of other companies engaged in other business ventures.

Risks Related to the Common Shares and Completion of the Qualifying Transaction

Market for the Common Shares

There can be no assurance that an active trading market for the Common Shares will develop or, if developed, that any market will be sustained. Aeonian cannot predict the prices at which the Common Shares will trade. Fluctuations in the market price of the Common Shares could cause an investor to lose all or part of its investment in Common Shares.

No History of Payment of Cash Dividends

Aeonian has not declared or paid cash dividends on the Common Shares. Upon Completion of the Qualifying Transaction, Aeonian intends to retain future earnings to finance the operation, development and expansion of the business. Aeonian does not anticipate paying cash dividends on the Common Shares in the foreseeable future. Payment of future cash dividends, if any, will be at the discretion of the Board and will depend on Aeonian's financial condition, results of operations, contractual restrictions, capital requirements, business prospects and other factors that the Board considers relevant.

Significant Sales of Common Shares

The Common Shares held by Aeonian's directors, executive officers, Control Persons and certain other security holders of Aeonian may be subject to contractual lock-up restrictions and may also be subject to escrow and SSRR

1398-6722-9450, v. 43

pursuant to the policies of the TSXV. Sales of a substantial number of the Common Shares in the public market after the expiry of lock-up, SSRR or escrow restrictions, or the perception that these sales could occur, may adversely affect the market price of the Common Shares and could make it more difficult for investors to sell Common Shares at a favourable time and price.

Analyst Coverage

The trading market for the Common Shares may become dependent on the research and reports that securities or industry analysts publish about Aeonian or its business. Aeonian will not have any control over these analysts. If one or more of the analysts who covers Aeonian should downgrade the Common Shares or change their opinion of Aeonian's business prospects, Aeonian's share price would likely decline. If one or more of these analysts ceases coverage of Aeonian or fails to regularly publish reports on Aeonian, Aeonian could lose visibility in the financial markets, which could cause the Common Share price or trading volume to decline.

Tax Issues

There are income tax consequences in relation to the Common Shares in the context of the Qualifying Transaction that will vary according to circumstances of each investor. Prospective investors should seek independent advice from their own tax and legal advisers.

Completion of the Qualifying Transaction is Subject to Conditions Precedent

The Completion of the Qualifying Transaction is subject to a number of conditions precedent, including the final approval by the TSXV. There can be no assurance that these conditions will be satisfied and that the Qualifying Transaction will be completed.

PART V – GENERAL MATTERS

Auditor, Transfer Agent and Registrar

On Completion of the Qualifying Transaction, the auditor of the Resulting Issuer is expected to be Crowe MacKay LLP, located at 1185 W. Georgia St. #1400, Vancouver, BC V6E 4E6.

On Closing, Computershare Investor Services Inc., at its Vancouver office located at 3rd Floor, 510 Burrard Street, Vancouver, British Columbia V6C 3B9, is expected to be transfer agent and registrar for the Resulting Issuer on Completion of the Qualifying Transaction.

Sponsorship

Altina and Aeonian have requested an exemption from the sponsorship requirements under TSXV Policy 2.2 Sponsorship and Sponsorship Requirements ("Policy 2.2"). The Exchange has granted Aeonian's request for an exemption from the sponsorship requirements.

Relationships

Except as disclosed herein, there are no actual or anticipated agreements with any registrant to provide sponsorship or corporate finance services either now or in the future.

Experts

No experts have or will have immediately following the Completion of the Qualifying Transaction, any direct or indirect interest in the Resulting Issuer or Aeonian.

For the purposes hereof, "expert" means any person or company whose profession or business gives authority to a statement made by that person or company and who is named as having prepared or certified a part of this Filing Statement, or prepared or certified a report or valuation described or included in this Filing Statement.

1398-6722-9450, v. 43

Other Material Facts

Altina is not aware of any other material facts relating to Altina, Aeonian or the Resulting Issuer or to the Qualifying Transaction that are not disclosed under the preceding items and are necessary in order for this Filing Statement to contain full, true and plain disclosure of all material facts relating to Altina, Aeonian and the Resulting Issuer, assuming Completion of the Qualifying Transaction, other than those set forth herein.

Board Approval

The Board of Altina has approved this Filing Statement. Where information contained in this Filing Statement rests particularly within the knowledge of a Person other than Altina, Altina has relied upon information furnished by such Person.

CERTIFICATE OF ALTINA CAPITAL CORP.

DATED April 29, 2025

The foregoing constitutes full, true and plain disclosure of all material facts relating to the securities of Altina Capital Corp. assuming completion of the Qualifying Transaction.

“Mirza Rahimani”
Chief Executive Officer and Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS OF ALTINA CAPITAL CORP.

“Gordon Neal”
Director

“Terrance Salman”
Director

CERTIFICATE OF AEONIAN RESOURCES LTD.

DATED April 29, 2025

The foregoing as it relates to Aeonian Resources Ltd. constitutes full, true and plain disclosure of all material facts relating to the securities of Aeonian Resources Ltd.

“Andrew Randell”
Chief Executive Officer

“Andrea Yuan”
Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS OF AEONIAN RESOURCES LTD.

“Branden Haynes”
Director

“Kristian Whitehead”
Director

ACKNOWLEDGMENT – PERSONAL INFORMATION

"Personal Information" means any information about an identifiable individual, and includes information contained in any Items in the attached filing statement/information circular that are analogous to Items 4.2, 11, 12.1, 15, 17.2, 18.2, 23, 24, 26, 31.3, 32, 33, 34, 35, 36, 37, 38, 40, and 41 of TSXV Form 3B1/3B2, as applicable.

The undersigned hereby acknowledges and agrees that it has obtained the express written consent of each individual to:

(a) the disclosure of Personal Information by the undersigned to the Exchange (as defined in Appendix 6B) pursuant to TSXV Form 3B1/3B2; and

(b) the collection, use and disclosure of Personal Information by the Exchange for the purposes described in Appendix 6B or as otherwise identified by the Exchange, from time to time.

Dated: April 29, 2025.

"Andrew Randell"
Chief Executive Officer

SCHEDULE “A”

AUDITED FINANCIAL STATEMENTS OF ALTINA FOR THE YEARS ENDED DECEMBER 31, 2023
AND 2022, AND UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS OF ALTINA FOR
THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

[see attached]

Altina Capital Corp.

FINANCIAL STATEMENTS
DECEMBER 31, 2022

(EXPRESSED IN CANADIAN DOLLARS)

DAVIDSON & COMPANY LLP
Chartered Professional Accountants

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of Altina Capital Corp.

Opinion

We have audited the accompanying financial statements of Altina Capital Corp. (the “Company”), which comprise the statements of financial position as at December 31, 2022 and 2021, and the statements of loss and comprehensive loss, cash flows, and changes in shareholders’ equity (deficiency) for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2022 and 2021, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards (“IFRS”).

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 of the financial statements, which indicates that the Company has an accumulated deficit of $566,908 as at December 31, 2022 and that the Company's ability to continue its operations is dependent upon obtaining additional financing sufficient to cover its operating costs. As stated in Note 1, these events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that in our professional judgment, were of most significance in our audit of the financial statements of the current year. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Except for the matter described in the Material Uncertainty Related to Going Concern section, we have determined that there are no other key audit matters to communicate in our auditor’s report.

Other Information

Management is responsible for the other information. The other information obtained at the date of this auditor's report includes Management’s Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

A member of Nexia International

1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, B.C., Canada V7Y 1G6
Telephone (604) 687-0947 Davidson-co.com

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is Zachary Faure.

Vancouver, Canada

April 28, 2023

Chartered Professional Accountants

Altina Capital Corp.
Statements of Financial Position
(Expressed in Canadian dollars)

	December 31, 2022	December 31, 2021
	$	$
ASSETS
CURRENT
Cash	317,018	381,685
Deferred financing costs	-	7,950
TOTAL ASSETS	317,018	389,635
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT
Accounts payable and accrued liabilities	320,354	266,746
TOTAL LIABILITIES	320,354	266,746
SHAREHOLDERS’ EQUITY
Share capital (Note 6)	484,380	484,380
Contributed surplus (Note 6)	79,192	50,533
Deficit	(566,908)	(412,024)
TOTAL SHAREHOLDERS’ EQUITY (DEFICIENCY)	(3,336)	122,889
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIENCY)	317,018	389,635

NATURE OF BUSINESS AND CONTINUING OPERATIONS (NOTE 1)
QUALIFYING TRANSACTION (NOTE 11)

Approved on behalf of the Board:

"Terry Salman" Director "Mirza Rahimani" Director

The accompanying notes are an integral part of these financial statements.

Altina Capital Corp.

Statements of Loss and Comprehensive Loss

(Expressed in Canadian dollars)

	For the year ended December 31, 2022	For the year ended December 31, 2021
	$	$
EXPENSES
Professional fees	105,188	315,321
Filing fees	21,037	17,562
Share-based payments (Notes 6)	28,659	–
LOSS AND COMPREHENSIVE LOSS FOR THE YEAR	(154,884)	(332,883)
LOSS PER SHARE, BASIC AND DILUTED	(0.02)	(0.04)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED	8,000,000	8,000,000

Altina Capital Corp.
Statements of Cash Flows
(Expressed in Canadian dollars)

	For the year ended December 31, 2022	For the year ended December 31, 2021
	$	$
OPERATING ACTIVITIES
Loss for the year	(154,884)	(332,883)
Adjustments For Items Not Affecting Cash: Share-based compensation	28,659	–
Changes In Non-Cash Working Capital Items:
Accounts payable and accrued liabilities	53,608	189,627
Deferred financing costs	7,950	11,442
Net cash used in operating activities	(64,667)	(131,814)
CHANGE IN CASH FOR THE YEAR	(64,667)	(131,814)
CASH, BEGINNING OF YEAR	381,685	513,499
CASH, END OF YEAR	317,018	381,685
Interest paid	–	–
Income tax paid	–	–

The accompanying notes are an integral part of these financial statements.

Altina Capital Corp.

Statements of Changes in Shareholders' Equity (Deficiency)

(Expressed in Canadian dollars)

	Number of shares	Share Capital	Contributed Surplus	Deficit	Total
		$	$	$	$
Balance, December 31, 2020	8,000,000	484,380	50,533	(79,141)	455,772
Loss for the year	–	–	–	(332,883)	(113,863)
Balance, December 31, 2021	8,000,000	484,380	50,533	(412,024)	122,889
Share based compensation	–	–	28,659	–	28,659
Loss for the year	–	–	–	(154,884)	(154,884)
Balance, December 31, 2022	8,000,000	484,380	79,192	(566,908)	(3,336)

Altina Capital Corp. Notes to the Financial Statements For the year ended December 31, 2022 (Expressed in Canadian dollars)

1. NATURE OF BUSINESS AND CONTINUING OPERATIONS

Altina Capital Corp. (TSXV: ALTN.P) (the "Company") was incorporated on August 23, 2019, under the laws of British Columbia and is a Capital Pool Company ("CPC") as defined in the TSX Venture Exchange (TSX-V) Policy 2.4. The Company has not commenced commercial operations and has no significant assets. The activities of the Company are initially limited to the efforts to identify and evaluate the acquisition of assets and business, which would represent a "Qualifying Transaction" for regulatory purposes. Refer to Note 11. On September 21, 2020, the Company completed its initial public offering. The Company's common shares are listed for trading on the TSX-V under the trading symbol ALTN.P. The head office and the records and registered office is located at 25th Floor, 700 W Georgia St. Vancouver, British Columbia, V7Y 1B3.

Since incorporation on August 23, 2019, the Company has had no active business operations. As a CPC, the Company's principal business objective will be to identify and evaluate assets or businesses with a view to potential acquisition or participation by completing a Qualifying Transaction, as defined in Exchange Policy 2.4 subject, in certain cases, to shareholder approval and acceptance by the Exchange. The Company has an accumulated deficit of $566,908 as at December 31, 2022. The Company's ability to continue its operations is dependent upon obtaining additional financing sufficient to cover its operating costs. All of the preceding indicates the existence of a material uncertainty that may cast substantial doubt about the Company's ability to continue as a going concern. These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.

These financial statements were authorized by the Board of Directors on April 28, 2023.

2. STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and Interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC").

3. BASIS OF PRESENTATION

These financial statements have been prepared on a historical cost basis, except for financial instruments classified as financial instruments at fair value through profit and loss, which are stated at their fair value. The financial statements are presented in Canadian dollars, which is also the Company's functional currency. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

The preparation of financial statements in compliance with IFRS requires management to make certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies. The areas involving a higher degree of judgement of complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4.

Altina Capital Corp.

Notes to the Financial Statements

For the year ended December 31, 2022

(Expressed in Canadian dollars)

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Income taxes

Income tax is recognized in profit or loss except to the extent that it relates to items recognized in other comprehensive income of loss or directly in equity, in which case it is recognized in other comprehensive income or loss or equity.

Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at year end, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the end of the reporting period applicable to the period of expected realization or settlement.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same tax authority and the group intends to settle its current tax assets and liabilities on a net basis.

b) Share capital

Common shares are classified as shareholders' equity. Transaction costs directly attributable to the issue of common shares and share purchase options are recognized as a deduction from equity, net of any tax effects.

The proceeds from the issue of units is allocated between common shares and common share purchase warrants based on the residual value method. Under this method, the proceeds are allocated to share capital based on the fair value of the common shares and any residual value is allocated to common share purchase warrants.

c) Loss per share

The Company presents basic and diluted loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted loss per share does not adjust the loss attributable to common shareholders or the weighted average number of common shares outstanding when the effect is anti-dilutive.

d) Financial instruments

Recognition

The Company recognizes financial assets and financial liabilities on the date the Company becomes a party to the contractual provisions of the instruments.

Altina Capital Corp. Notes to the Financial Statements For the year ended December 31, 2022 (Expressed in Canadian dollars)

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

d) Financial instruments (continued)

Classification

The Company classifies its financial assets and financial liabilities in the following measurement categories: i) those to be measured subsequently at fair value (either through other comprehensive income or through profit or loss, and ii) those to be measured at amortized costs. The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial liabilities are classified as those to be measured at amortized cost unless they are designated as those to be measured subsequently at fair value through profit or loss (irrevocable election at the time of recognition). For assets and liabilities measured at fair value, gains and losses are either recorded in profit or loss or other comprehensive income.

The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.

The Company has implemented the following classifications:

Cash is classified as assets at fair value and any period change in fair value is recorded in profit or loss.
Accounts payable and accrued liabilities are classified as other financial liabilities and measured at amortized cost using the effective interest rate method. Interest expense is recorded in profit or loss.

Measurement

All financial instruments are required to be measured at fair value on initial recognition, plus, in case of a financial asset tor financial liability not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial asset or financial liability. Transaction costs of financial assets and financial liabilities with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments or principal and interest on the principal outstanding are generally measured at amortized cost at the end of the subsequent accounting periods. All other financial assets including equity investments are measured at their fair values at the end of subsequent accounting periods, with any changes taken through profit and loss or other comprehensive income (irrevocable election at the time of recognition).

Impairment

The Company assesses all information available, including on a forward looking basis the expected credit losses associated with its assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the asset as the reporting date with the risk of default as at the date of initial recognition based on all information available, and reasonable and supportive forward looking information.

Altina Capital Corp.

Notes to the Financial Statements

For the year ended December 31, 2022

(Expressed in Canadian dollars)

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

e) Share based compensation

The stock option plan allows Company directors, officers, employees, and consultants to acquire shares of the Company. The fair value of options granted is recognized as a share-based payment expense with a corresponding increase in shareholders' equity. An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee. Consideration paid on the exercise of stock options is credited to share capital and the fair value of the options is reclassified from contributed surplus to share capital.

In situations where equity instruments are issued to non-employees and some or all the services received by the entity as consideration cannot be specifically identified, they are all measured at the fair value of the share based payment. Otherwise, share-based payments are measured at the fair value of the services received.

The fair value is measured at grant date and each tranche is recognized over the period during which the options vest. The fair value of the options granted is measured using the Black-Scholes option pricing model taking into account the terms and conditions upon which the options were granted. At each reporting date, the amount recognized as an expense is adjusted to reflect the number of stock options that are expected to vest.

f) Critical accounting estimates and judgements

The Company makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual experience may differ from these estimates and assumptions.

The effect of a change in accounting estimate is recognized prospectively by including it in comprehensive income in the period of the change, if the change affects that period only, or in the period of the change and future periods, if the change affects both.

Information about critical accounting estimates and judgments in applying accounting policies that have the most significant risk of causing material adjustment to the carrying amounts of assets and liabilities recognized in the financial statements are discussed below:

Judgements

Going concern

These financial statements have been prepared in accordance with IFRS on a going concern basis, which assumes the realization of assets and discharge of liabilities in the normal course of business within the foreseeable future. Management makes judgements regarding the Company's ability to continue as a going concern as discussed in Note 1.

Altina Capital Corp. Notes to the Financial Statements For the year ended December 31, 2022 (Expressed in Canadian dollars)

f) Critical accounting estimates and judgements (continued)

Estimates

Deferred tax assets and liabilities

The estimation of income taxes includes evaluating the recoverability of deferred tax assets based on an assessment of the Company's ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all of the deferred income tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income, which in turn is dependent upon the successful discovery, extraction, development and commercialization of mineral reserves. To the extent that management's assessment of the Company's ability to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets, and future income tax provisions or recoveries could be affected.

Share-based payments

Share-based compensation expense is measured by reference to the fair value of the stock options at the date at which they are granted. Estimating fair value for granted stock options requires determining the most appropriate valuation model which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the option, volatility, dividend yield, and rate of forfeitures and making assumptions about them. The value of the share-based payments expense is disclosed in Note 7.

5. CHANGES IN ACCOUNTING POLICIES

New accounting standards and interpretations

There were no new or amended accounting standards or interpretations adopted during the year ended December 31, 2022. Accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company's financial statements.

6. RELATED PARTIES

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

As of December 31, 2022, and 2021, there were no amounts due to related parties.

Key management personnel include persons having the authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has identified its directors and certain senior officers as its key management personnel and the compensation costs for key management personnel and companies related to them were recorded at their exchange amounts as agreed upon by transacting parties.

During the year ended December 31, 2022, the Company incurred share based compensation for key management of $28,659 (2021 - $Nil).

Altina Capital Corp. Notes to the Financial Statements For the year ended December 31, 2022 (Expressed in Canadian dollars)

7. SHARE CAPITAL

a) Authorized

Unlimited number of common shares without par value.

Unlimited number of preferred shares without par value. The preferred shares may be issued from time to time in one or more series, each consisting of a number of preferred shares as determined by the board of directors of the Corporation which also may fix the designations, rights, privileges, restrictions and conditions attaching to the shares of each series of preferred shares

b) Issued and outstanding

As at December 31, 2022, there are 8,000,000 common shares and no preferred shares issued and outstanding, of which 4,080,000 common shares are held in escrow (2021 – 4,080,000). Under the Escrow Agreement, 25% of the escrowed common shares will be release from escrow on the issuance of the Final Exchange Bulletin following the closing of the Qualifying Transaction, and an additional 25% will be released every six months thereafter for a period of 18 months.

There were no share transactions during the year ended December 31, 2022, and 2021.

c) Warrants

A summary of the Company's warrants activity is as follows:

	Number of warrants	Weighted average exercise price
Balance, December 31, 2020 and December 31, 2021	400,000	$ 0.10
Expired	(400,000)	$ –
Balance, December 31, 2022	–	$ –

d) Stock Options

During the year ended December 31, 2020, the Company adopted an incentive stock option plan whereby the Company may issue up to 700,000 incentive stock options until the completion of a Qualifying Transaction by the Corporation and 10% of the issued and outstanding common shares thereafter to eligible directors, officers, employees or consultants. These options may be granted for a maximum term of ten years from the date of grant and vest as determined by the board of directors. The exercise price will be set by the directors at the time of grant and cannot be less than the discounted market price of the Company's common shares, subject to a minimum exercise price of $0.10. On September 15, 2021, the stock option plan was amended to allow the total number of common shares of the Company reserved for issuance under the plan both before and after completion of a Qualifying Transaction to equal up to 10% of the issued and outstanding common shares of the Company as at the date of grant, rather than at the closing date of the IPO. The amendment will also allow the number of common shares reserved for issuance to any individual director or senior office to not exceed 5% of the common shares outstanding as at the date of grant, rather than at the closing date of the IPO.

Altina Capital Corp.

Notes to the Financial Statements

For the year ended December 31, 2022

(Expressed in Canadian dollars)

7. SHARE CAPITAL (continued)

d) Stock Options (continued)

Any Common Shares acquired pursuant to the exercise of options under the Option Plan prior to Completion of the Qualifying Transaction must be deposited in escrow and will be subject to escrow until the Final Exchange Bulletin is issued.

A summary of the Company's stock option activity is as follows:

	Number outstanding	Weighted average exercise price
Balance, December 31, 2020 and December 31, 2021	700,000	$ 0.10
Granted	100,000	$ 0.24
Balance, December 31, 2022	800,000	$ 0.12

As at December 31, 2022, stock options outstanding are as follows:

Number of options outstanding and exercisable	Exercise price	Expiry date	Remaining contractual life (years)
700,000	$0.10	March 5, 2030	7.43
100,000	$0.24	February 28, 2032	9.42
800,000	$0.12		7.68

During the year ended December 31, 2022, the Company recorded share-based payments of $14,490 (2021 - $nil) in equity reserves. The fair values of options granted during the year was estimated on the date of grant using the Black-Scholes option pricing model assuming no expected dividends and with the following weighted-average assumptions:

	2022	2021
Risk-free interest rate	1.81%	N/A
Estimated annualized volatility	100%	N/A
Expected life (years)	10	N/A
Expected dividend yield	0%	N/A

8. MANAGEMENT OF CAPITAL

Capital is comprised of the Company's shareholders' equity. The Company's objectives when managing capital are to maintain financial strength and to protect its ability to meet its ongoing liabilities, to continue as a going concern, to maintain creditworthiness and to maximize returns for shareholders over the long term. Protecting the ability to pay current and future liabilities includes maintaining capital above minimum regulatory levels, current financial strength rating requirements and internally determined capital guidelines and calculated risk management levels. In the management of capital, the Company includes components of shareholders' equity. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. The Company is subject to an externally imposed capital requirement of a maximum of $3,000 monthly spending on general and administrative expenses in accordance with the Exchange Policy 2.4. There were no changes to management's approach to capital management during the year ended December 31, 2022.

Altina Capital Corp.

Notes to the Financial Statements

For the year ended December 31, 2022

(Expressed in Canadian dollars)

9. FINANCIAL INSTRUMENTS

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes. The type of risk exposure and the way in which such exposure is managed is provided as follows:

Fair Value Measurements

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities
Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, and
Level 3 – Inputs that are not based on observable market date.

The fair value of cash is determined based on Level 1 inputs, which consist of quoted prices in active markets for identical assets. The fair value of all other financial instruments approximate their carrying values due to the relatively short-term maturity of these instruments.

Financial risk management

Credit Risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to its liquid financial assets including cash. The Company limits the exposure to credit risk by only investing its cash with high-credit quality financial institutions. Management believes that the credit risk related to its cash is negligible.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure and financial leverage as described in Note 8.

The Company monitors its ability to meet its short-term administrative expenditures by raising additional funds through share issuance when required. The Company does not have investments in any asset backed deposits.

Market Risk

The significant market risks to which the Company is exposed are interest rate risk and currency risk.

Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk to the extent that the cash maintained at the financial institutions is subject to a floating rate of interest. The interest rate risk on cash is not considered significant.

Altina Capital Corp.

Notes to the Financial Statements

For the year ended December 31, 2022

(Expressed in Canadian dollars)

9. FINANCIAL INSTRUMENTS (continued)

Currency Risk

The Company is exposed to currency risk to the extent that monetary assets and liabilities held by the Company are not denominated in Canadian dollars. The Company is not exposed to significant currency risk. The Company has not entered into any foreign currency contracts to mitigate this risk.

10. INCOME TAXES

The actual income tax provisions differ from the expected amounts calculated by applying the Canadian combined federal and provincial corporate income tax rates to the loss before income taxes. A reconciliation of the expected income tax recovery to the actual income tax recovery is as follows:

	2022	2021
Net loss before income taxes	$ (154,884)	$ (332,883)
Statutory income tax rate	27%	27%
Expected income tax recovery at statutory rate	(42,000)	(90,000)
Permanent differences	8,000	–
Adjustment to prior years provision versus statutory tax returns	66,000	–
Change in unrecognized deductible temporary differences	(32,000)	90,000
Deferred income tax recovery	$ –	$ –

The significant components of deferred income tax assets and liabilities are as follows:

	2022	2021
Share issue costs	$ 10,000	$ 19,000
Non-capital losses available for future period	93,000	116,000
	103,000	135,000
Unrecognized deferred tax assets	(103,000)	(135,000)
Deferred income taxes recovered	$ –	$ –

As of December 31, 2022, the Company has non-capital tax losses of approximately $343,000 that may be offset against future Canadian taxable income. These losses expire commencing 2039.

11. QUALIFYING TRANSACTION

On June 1, 2021, as amended March 22, 2022, the Company entered into the Definitive agreement with Omega Gold. Pursuant to the Definitive Agreement, the Company will acquire all of the issued and outstanding securities of Omega on a one for one basis in exchange for the Company's common shares (the "Transaction"). Omega's primary business is gold exploration and has rights to certain mineral exploration claims in Peru. In connection with the Transaction, the Company and Omega Gold will complete one or more private placements for aggregate proceeds of at least $10,161,668 and not more than $13,000,000 ("Concurrent Financings"). Completion of the Transaction is conditional upon receipt of all required consents and approvals (including from the directors and shareholders of Omega Gold, and the directors and if necessary, the shareholders, of the Company, and from the TSX-V), Omega Gold providing a current technical report that is acceptable to the TSX-V and the Company, Omega Gold delivering a title opinion for the subject property in a form and content reasonably satisfactory to the Company, completion of the Concurrent Financings, completion of satisfactory due diligence and several other conditions.

Altina Capital Corp.

Notes to the Financial Statements

For the year ended December 31, 2022

(Expressed in Canadian dollars)

11. QUALIFYING TRANSACTION (continued)

On June 10, 2021, the Company received conditional approval from the TSX-V for its private placement in connection with the Concurrent Financings for aggregate proceeds of not less than $5,500,000 and not more than $7,500,000 comprised of Units of the Company at a price of $0.25 per Unit. Each Unit will be comprised of one common share and one share purchase warrant exercisable to acquire one common share of the Company at $0.50 for a period of one year from the date of issuance.

On February 25, 2022, the Company received conditional approval from the TSX-V for its proposed Transaction involving the acquisition of all of the issued and outstanding shares of Omega Gold.

The outside date for completion of the Transaction, as amended, was October 31, 2022. On March 30, 2023, the Company terminated the agreement with Omega.

Altina Capital Corp.

FINANCIAL STATEMENTS
December 31, 2023
(EXPRESSED IN CANADIAN DOLLARS)

DAVIDSON & COMPANY LLP
Chartered Professional Accountants

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of
Altina Capital Corp.

Opinion

We have audited the accompanying financial statements of Altina Capital Corp. (the “Company”), which comprise the statements of financial position as at December 31, 2023 and 2022, and the statements of income (loss) and comprehensive income (loss), cash flows, and changes in shareholders’ equity (deficiency) for the years then ended, and notes to the financial statements, including material accounting policy information.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

Material Uncertainty Related to Going Concern

We draw attention to Note 1 of the financial statements, which indicates that the Company has an accumulated deficit of $472,340 as at December 31, 2023 and the Company's ability to continue its operations is dependent upon obtaining additional financing sufficient to cover its operating costs. As stated in Note 1, these events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current year ended. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Except for the matter described in the Material Uncertainty Related to Going Concern section, we have determined that there are no other key audit matters to communicate in our auditor’s report.

Other Information

Management is responsible for the other information. The other information obtained at the date of this auditor's report includes Management’s Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

A member of Nexia International
1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, B.C., Canada V7Y 1G6
Telephone (604) 687-0947 Davidson-co.com

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current year ended and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is Zachary Faure.

Vancouver, Canada

April 26, 2024

Chartered Professional Accountants

Altina Capital Corp.
Statements of Financial Position
(Expressed in Canadian dollars)

	December 31, 2023	December 31, 2022
	$	$
ASSETS
CURRENT
Cash	125,446	317,018
TOTAL ASSETS	125,446	317,018
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT
Accounts payable and accrued liabilities	34,214	320,354
TOTAL LIABILITIES	34,214	320,354
SHAREHOLDERS’ EQUITY
Share capital (Note 6)	484,380	484,380
Contributed surplus (Note 6)	79,192	79,192
Deficit	(472,340)	(566,908)
TOTAL SHAREHOLDERS’ EQUITY (DEFICIENCY)	91,232	(3,336)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	125,446	317,018

NATURE OF BUSINESS AND CONTINUING OPERATIONS (NOTE 1)
QUALIFYING TRANSACTION (NOTE 11)
SUBSEQUENT EVENTS (NOTE 12)

Approved on behalf of the Board:

"Terry Salman" Director "Mirza Rahimani" Director

The accompanying notes are an integral part of these financial statements.

Altina Capital Corp.

Statements of Income (Loss) and Comprehensive Income (Loss)

(Expressed in Canadian dollars)

	For the year ended December 31, 2023	For the year ended December 31, 2022
EXPENSES
Professional fees	$ 28,629	$ 105,188
Filing fees	15,970	21,037
Share-based compensation (Notes 6 and 7)	–	28,659
TOTAL EXPENSES	44,599	154,884
OTHER INCOME
Gain on settlement of debt (Note 11)	139,167	–
TOTAL OTHER INCOME	139,167	–
INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) FOR THE YEAR	$ 94,568	$ (154,884)
INCOME (LOSS) PER SHARE, BASIC AND DILUTED	0.01	(0.02)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED	8,000,000	8,000,000

Altina Capital Corp.
Statements of Cash Flows
(Expressed in Canadian dollars)

	For the year ended December 31, 2023	For the year ended December 31, 2022
Cash provided by (used in):
OPERATING ACTIVITIES
Income (Loss) for the year	$ 94,568	$ (154,884)
Adjustments For Items Not Affecting Cash:
Share-based payments	–	28,659
Gain on settlement of debt	(139,167)	–
Changes In Non-Cash Working Capital Items:
Accounts payable and accrued liabilities	(146,973)	53,608
Deferred financing costs	–	7,950
Net cash used in operating activities	(191,572)	(64,667)
CHANGE IN CASH FOR THE YEAR	(191,572)	(64,667)
CASH, BEGINNING OF YEAR	$ 317,018	$ 381,685
CASH, END OF YEAR	$ 125,446	$ 317,018
Interest paid	$ –	$ –
Income tax paid	$ –	$ –

The accompanying notes are an integral part of these financial statements.

Altina Capital Corp.

Statements of Changes in Shareholders' Equity (Deficiency)

(Expressed in Canadian dollars)

	Number of shares	Share Capital	Contributed Surplus	Deficit	Total
		$	$	$	$
Balance, December 31, 2021	8,000,000	484,380	50,533	(412,024)	122,889
Share based compensation	–	–	28,659	–	28,659
Loss for the year	–	–	–	(154,884)	(154,884)
Balance, December 31, 2022	8,000,000	484,380	79,192	(566,908)	(3,336)
Income for the year	–	–	–	94,568	94,568
Balance, December 31, 2023	8,000,000	484,380	79,192	(472,340)	91,232

Altina Capital Corp.

Notes to the Financial Statements

For the year ended December 31, 2023

(Expressed in Canadian dollars)

1. NATURE OF BUSINESS AND CONTINUING OPERATIONS

Altina Capital Corp. (TSXV: ALTN.P) (the "Company") was incorporated on August 23, 2019 under the laws of British Columbia and is a Capital Pool Company ("CPC") as defined in the TSX Venture Exchange (TSX-V) Policy 2.4. The Company has not commenced commercial operations and has no significant assets. The activities of the Company are initially limited to the efforts to identify and evaluate the acquisition of assets and business, which would represent a "Qualifying Transaction" for regulatory purposes. Refer to Note 11 and Note 12. On September 21, 2020, the Company completed its initial public offering. The Company's common shares are listed for trading on the TSX-V under the trading symbol ALTN.P. The head office and the records and registered office is located at 25th Floor, 700 W Georgia St. Vancouver, British Columbia, V7Y 1B3.

Since incorporation on August 23, 2019, the Company has had no active business operations. As a CPC, the Company's principal business objective will be to identify and evaluate assets or businesses with a view to potential acquisition or participation by completing a Qualifying Transaction, as defined in TSX Policy 2.4 subject, in certain cases, to shareholder approval and acceptance by the Exchange. The Company has an accumulated deficit of $472,340 as at December 31, 2023. The Company's ability to continue its operations is dependent upon obtaining additional financing sufficient to cover its operating costs. All of the preceding indicates the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.

These financial statements were authorized by the Board of Directors on April 26, 2024.

2. STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IASB").

3. BASIS OF PRESENTATION

The preparation of financial statements in compliance with IFRS Accounting Standards requires management to make certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies. The areas involving a higher degree of judgement of complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4.

Altina Capital Corp.

Notes to the Financial Statements

For the year ended December 31, 2023

(Expressed in Canadian dollars)

4. SUMMARY OF MATERIAL ACCOUNTING POLICIES

a) Income taxes

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.

b) Share capital

c) Earnings (loss) per share

The Company presents basic and diluted earnings (loss) per share data for its common shares, calculated by dividing the earnings (loss) attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share does not adjust the earnings (loss) attributable to common shareholders or the weighted average number of common shares outstanding when the effect is anti-dilutive.

d) Financial instruments

Recognition

The Company recognizes financial assets and financial liabilities on the date the Company becomes a party to the contractual provisions of the instruments.

Altina Capital Corp.

Notes to the Financial Statements

For the year ended December 31, 2023

(Expressed in Canadian dollars)

4. SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

d) Financial instruments (continued)

Classification

The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.

The Company has implemented the following classifications:

Cash is classified as amortized cost.
Accounts payable and accrued liabilities are classified as other financial liabilities and measured at amortized cost using the effective interest rate method. Interest expense is recorded in profit or loss.

Measurement

All financial instruments are required to be measured at fair value on initial recognition, plus, in case of a financial asset for financial liability not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial asset or financial liability. Transaction costs of financial assets and financial liabilities with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

Impairment

Altina Capital Corp.

Notes to the Financial Statements

For the year ended December 31, 2023

(Expressed in Canadian dollars)

4. SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

e) Share-based compensation

The stock option plan allows Company directors, officers, employees, and consultants to acquire shares of the Company. The fair value of options granted is recognized as a share-based compensation expense with a corresponding increase in shareholders' equity. An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee. Consideration paid on the exercise of stock options is credited to share capital and the fair value of the options is reclassified from contributed surplus to share capital.

In situations where equity instruments are issued to non-employees and some or all the services received by the entity as consideration cannot be specifically identified, they are all measured at the fair value of the share based compensation. Otherwise, share-based compensation is measured at the fair value of the services received.

f) Critical accounting estimates and judgements

Judgements

Going concern

These financial statements have been prepared in accordance with IFRS Accounting Standards on a going concern basis, which assumes the realization of assets and discharge of liabilities in the normal course of business within the foreseeable future. Management makes judgements regarding the Company's ability to continue as a going concern as discussed in Note 1.

Altina Capital Corp. Notes to the Financial Statements For the year ended December 31, 2023 (Expressed in Canadian dollars)

4. SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

f) Critical accounting estimates and judgements (continued)

Estimates

Deferred tax assets and liabilities

Share-based compensation

5. CHANGES IN ACCOUNTING POLICIES

New accounting standards and interpretations

Amendments to IAS 1 and IFRS Practice Statement 2

The IASB has issued amendments titled 'Disclosure of Accounting Policies' to IAS 1 and IFRS Practice Statement 2, effective from January 1, 2023. These changes guide entities to prioritize the disclosure of 'material' over 'significant' accounting policies. The amendments provide clarity on identifying material policies, emphasizing that information can be material due to its inherent nature, even if related amounts are immaterial. Additionally, IFRS Practice Statement 2 has been enhanced to support these changes. The adoption of these amendments resulted in certain changes to the Company's accounting policy disclosures. The Company's material accounting policies are disclosed in Note 4 – Summary of Material Accounting Policies.

Accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company's financial statements.

6. RELATED PARTIES

As of December 31, 2023, and 2022, there were no amounts due to related parties.

Altina Capital Corp.

Notes to the Financial Statements

For the year ended December 31, 2023

(Expressed in Canadian dollars)

6. RELATED PARTIES (continued)

During the year ended December 31, 2023, the Company incurred share-based compensation for key management of $Nil (2022 - $28,659).

7. SHARE CAPITAL

a) Authorized

Unlimited number of common shares without par value.

b) Issued and outstanding

As at December 31, 2023, there are 8,000,000 common shares and no preferred shares issued and outstanding, of which 4,080,000 common shares are held in escrow (2022 – 4,080,000). Under the Escrow Agreement, 25% of the escrowed common shares will be release from escrow on the issuance of the Final Exchange Bulletin following the closing of the Qualifying Transaction, and an additional 25% will be released every nine months thereafter for a period of 18 months.

There were no share transactions during the year ended December 31, 2023, and 2022.

c) Warrants

A summary of the Company's warrants activity is as follows:

	Number of warrants	Weighted average exercise price
Balance, December 31, 2021	400,000	$ 0.10
Expired	(400,000)	$ –
Balance, December 31, 2022 and December 31, 2023	–	$ –

Altina Capital Corp.

Notes to the Financial Statements

For the year ended December 31, 2023

(Expressed in Canadian dollars)

7. SHARE CAPITAL (continued)

d) Stock Options

Pursuant to the Company's incentive stock option plan, the Board of Directors is authorized to grant options to directors, officers, consultants or employees to acquire up to 10% of the issued and outstanding common shares of the Company. The number of common shares reserved for issuance to any individual director or senior office to not exceed 5% of the common shares outstanding as at the date of grant. The exercise price will not be less than $0.10 per share and the market price of the common shares on the trading day immediately preceding the date of the grant, less applicable discounts permitted by the TSX-V. The options that may be granted under this plan must be exercisable for over a period of not exceeding 10 years.

A summary of the Company's stock option activity is as follows:

	Number outstanding	Weighted average exercise price
Balance, December 31, 2021	700,000	$ 0.10
Granted	100,000	$ 0.24
Balance, December 31, 2022 and December 31, 2023	800,000	$ 0.12

As at December 31, 2023, stock options outstanding are as follows:

Number of options outstanding and exercisable	Exercise price	Expiry date	Remaining contractual life (years)
700,000	$0.10	March 5, 2030	6.18
100,000	$0.24	February 28, 2032	8.17
800,000	$0.12		6.43

During the year ended December 31, 2023, the Company recorded share-based payments of $Nil (2022 - $14,490) in equity reserves. The fair values of options granted during the year was estimated on the date of grant using the Black-Scholes option pricing model assuming no expected dividends and with the following weighted-average assumptions:

	2023	2022
Risk-free interest rate	N/A	1.81%
Estimated annualized volatility	N/A	100%
Expected life (years)	N/A	10
Expected dividend yield	N/A	0%

Altina Capital Corp. Notes to the Financial Statements For the year ended December 31, 2023 (Expressed in Canadian dollars)

8. MANAGEMENT OF CAPITAL

9. FINANCIAL INSTRUMENTS

Fair Value Measurements

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities
Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, and
Level 3 – Inputs that are not based on observable market date.

The fair value of all financial instruments approximate their carrying values due to the relatively short-term maturity of these instruments.

Financial risk management

Credit Risk

Liquidity Risk

Altina Capital Corp.

Notes to the Financial Statements

For the year ended December 31, 2023

(Expressed in Canadian dollars)

9. FINANCIAL INSTRUMENTS (continued)

Market Risk

The significant market risks to which the Company is exposed are interest rate risk, currency risk and other price risk.

Interest Rate Risk

Currency Risk

Other Price Risk

Other price risk is the risk that future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or foreign currency risk. The Company is not exposed to significant other price risk.

10. INCOME TAXES

	2023	2022
Net income (loss) before income taxes	$ 94,568	$ (154,884)
Statutory income tax rate	27%	27%
Expected income tax recovery at statutory rate	26,000	(42,000)
Permanent differences	–	8,000
Adjustment to prior years provision versus statutory returns	19,000	66,000
Change in unrecognized deductible temporary differences	(45,000)	(32,000)
Deferred income tax recovery	$ –	$ –

The significant components of deferred income tax assets and liabilities are as follows:

	2023	2022
Share issue costs	$ 5,000	$ 10,000
Non-capital losses available for future period	53,000	93,000
	58,000	103,000
Unrecognized deferred tax assets	(58,000)	(103,000)
Deferred income taxes recovered	$ –	$ –

As of December 31, 2023, the Company has non-capital tax losses of approximately $195,000 that may be offset against future Canadian taxable income. These losses expire commencing 2039.

Altina Capital Corp.

Notes to the Financial Statements

For the year ended December 31, 2023

(Expressed in Canadian dollars)

11. QUALIFYING TRANSACTION

On March 30, 2023, the Company terminated the agreement with Omega.

On November 14, 2023, the Company entered into a settlement agreement with a vendor whereby the Company made a cash payment of $167,890 for the settlement of $307,057 of accounts payable for professional fees in connection with the abandoned Transaction with Omega, which resulted in a gain on settlement of debt of $139,167.

12. SUBSEQUENT EVENTS

On March 27, 2024, the Company entered into an amalgamation agreement with Aenonian Resources Ltd. ("Aenonian"), with respect to a reverse takeover transaction (the "Reverse Takeover Transaction") between the Company, Aeonian, and 1472748 B.C. Ltd., a wholly owned subsidiary of the Company incorporated for the sole purpose of effecting the Reverse Takeover Transaction. Aeonian is a private company incorporated under the Business Corporations Act (British Columbia), and is a junior mineral exploration company. The Reverse Takeover Transaction is expected to constitute the Company's "qualifying transaction" as defined as defined in TSX Policy 2.4. Pursuant to the Reverse Takeover Transaction, Aeonian and 1472748 B.C. Ltd will amalgamate to form one corporation ("Amalco") and Aeonian will acquire 100% of the issued and outstanding common shares of the Company in exchange for common shares of Aeonian on a 1:1 basis resulting in a reverse takeover of the Company. Upon closing of the Reverse Takeover Transaction, the Company will change its name to "Aenonian Resources Corp.", and Amalco will become a wholly-owned subsidiary of the Company which will carry on the junior mineral exploration operations presently carried on by Aeonian.

The completion of the Reverse Takeover Transaction is subject to the satisfaction of various conditions, including but not limited to the acceptance of the TSX-V and if applicable, shareholder approval. There can be no assurance that the Reverse Takeover Transaction will be completed on the terms described in the amalgamation agreement or at all.

Altina Capital Corp.

CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
September 30, 2024
(UNAUDITED)

(EXPRESSED IN CANADIAN DOLLARS)

(Altina Capital Corp.
Condensed Interim Consolidated Statements of Financial Position
(Expressed in Canadian dollars
(Unaudited)

Altina Capital Corp.
(Unaudited)

	September 30, 2024	December 31, 2023
	(Unaudited)
ASSETS
CURRENT
Cash	$ 222,185	$ 125,446
TOTAL ASSETS	$ 222,185	$ 125,446
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT
Accounts payable and accrued liabilities	$ 28,276	$ 34,214
Subscriptions received (Note 9)	149,000	–
TOTAL LIABILITIES	177,276	34,214
SHAREHOLDERS’ EQUITY
Share capital (Note 6)	484,380	484,380
Contributed surplus (Note 6)	79,192	79,192
Deficit	(518,663)	(472,340)
TOTAL SHAREHOLDERS’ EQUITY	44,909	91,232
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$ 222,185	$ 125,446

NATURE OF BUSINESS AND CONTINUING OPERATIONS (NOTE 1)
QUALIFYING TRANSACTION (NOTE 9)

Approved on behalf of the Board:

"Terry Salman" Director "Mirza Rahimani" Director

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

Altina Capital Corp.

Condensed Interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)

(Expressed in Canadian dollars)

(Unaudited)

	For the three month period ended September 30, 2024	For the three month period ended September 30, 2023	For the nine month period ended September 30, 2024	For the nine month period ended September 30, 2023
EXPENSES
Filing fees	$ 5,300	$ 1,000	$ 15,389	$ 9,855
General and administrative	21	–	64	–
Professional fees	6,324	(4,825)	30,870	15,025
INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD	$ (11,645)	$ 3,825	$ (46,323)	$ (24,880)
INCOME (LOSS) PER SHARE, BASIC AND DILUTED	(0.00)	0.00	(0.01)	(0.00)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	8,000,000	8,000,000	8,000,000	8,000,000

Altina Capital Corp.
Condensed Interim Consolidated Statements of Cash Flows
(Expressed in Canadian dollars)
(Unaudited)

	For the nine month period ended September 30, 2024	For the nine month period ended September 30, 2023
Cash provided by (used in):
OPERATING ACTIVITIES
Loss for the period	$ (46,323)	$ (24,880)
Changes In Non-Cash Working Capital Items:
Accounts payable and accrued liabilities	(5,938)	1,198
Net cash used in operating activities	(52,261)	(23,682)
FINANCING ACTIVITIES
Subscriptions received	149,000	–
Net cash provided by financing activities	149,000	–
CHANGE IN CASH FOR THE PERIOD	96,739	(23,682)
CASH, BEGINNING OF PERIOD	$ 125,446	$ 317,018
CASH, END OF PERIOD	$ 222,185	$ 293,336
Non-cash investing and financing activities:
Interest paid	$ –	$ –
Income tax paid	$ –	$ –

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
4

Altina Capital Corp.
Condensed Interim Consolidated Statements of Changes in Shareholders' Equity
(Expressed in Canadian dollars)
(Unaudited)

	Number of shares	Share Capital	Contributed Surplus	Deficit	Total
Balance, December 31, 2022	8,000,000	$ 484,380	$ 79,192	$ (566,908)	$ (3,336)
Loss for the period	–	–	–	(24,880)	(24,880)
Balance, September 30, 2023	8,000,000	$ 484,380	$ 79,192	$ (591,788)	$ (28,216)
Balance, December 31, 2023	8,000,000	$ 484,380	$ 79,192	$ (472,340)	$ 91,232
Loss for the period	–	–	–	(46,323)	(46,323)
Balance, September 30, 2024	8,000,000	$ 484,380	$ 79,192	$ (518,663)	$ 44,909

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
5

Altina Capital Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the nine months ended September 30, 2024

(Expressed in Canadian dollars)

(Unaudited)

1. NATURE OF BUSINESS AND CONTINUING OPERATIONS

Altina Capital Corp. (TSXV: ALTN.P) (the "Company") was incorporated on August 23, 2019 under the laws of British Columbia and is a Capital Pool Company ("CPC") as defined in the TSX Venture Exchange (TSX-V) Policy 2.4. The Company has not commenced commercial operations and has no significant assets. The activities of the Company are initially limited to the efforts to identify and evaluate the acquisition of assets and business, which would represent a "Qualifying Transaction" for regulatory purposes. Refer to Note 9. On September 21, 2020, the Company completed its initial public offering. The Company's common shares are listed for trading on the TSX-V under the trading symbol ALTN.P. The head office and the records and registered office is located at 25th Floor, 700 W Georgia St. Vancouver, British Columbia, V7Y 1B3.

Since incorporation on August 23, 2019, the Company has had no active business operations. As a CPC, the Company's principal business objective will be to identify and evaluate assets or businesses with a view to potential acquisition or participation by completing a Qualifying Transaction, as defined in TSX Policy 2.4 subject, in certain cases, to shareholder approval and acceptance by the Exchange. The Company has an accumulated deficit of $518,663 as at September 30, 2024. The Company's ability to continue its operations is dependent upon obtaining additional financing sufficient to cover its operating costs. All of the preceding indicates the existence of a material uncertainty that may cast substantial doubt about the Company's ability to continue as a going concern. These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.

These financial statements were authorized by the Board of Directors on November 29, 2024.

2. STATEMENT OF COMPLIANCE

These unaudited condensed interim consolidated financial statements have been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). These financial statements comply with International Accounting Standard 34, Interim Financial Reporting ("IAS 34").

3. BASIS OF PRESENTATION AND PRINCIPALS OF CONSOLIDATION

These unaudited condensed interim consolidated financial statements have been prepared on a historical cost basis, except for financial instruments classified as financial instruments at fair value through profit and loss, which are stated at their fair value. In addition, these unaudited interim financial statements have been prepared using the accrual basis of accounting, except for cash flow information. These unaudited condensed interim consolidated financial statements follow the same accounting policies and methods of application as the annual audited financial statements for the year ended December 31, 2023, except for the new principals of consolidation applied upon incorporation of the wholly owned subsidiary and the new accounting standards identified in Note 4.

These condensed interim consolidated financial statements include the accounts of the Company, and its wholly owned subsidiary, 1472748 B.C. Ltd, incorporated for the purpose of the Reverse Takeover Transaction (Note 9). All intercompany transactions and balances have been eliminated on consolidation.

These unaudited condensed interim consolidated financial statements do not include all of the information required of a full annual financial report and is intended to provide users with an update in relation to events and transactions that are significant to an understanding of the changes in financial position and performance of the Company since the end of the last annual reporting period. It is therefore recommended that this financial report be read in conjunction with the annual financial statements of the Company for the year ended December 31, 2023.

Altina Capital Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the nine months ended September 30, 2024

(Expressed in Canadian dollars)

(Unaudited)

4. CHANGES IN ACCOUNTING POLICIES

New accounting standards and interpretations

Amendments to IAS 1 Presentation of Financial Statements ("IAS 1")

The IASB has issued an amendment to IAS 1 titled ‘Classification of Liabilities as Current or Non-Current’, effective from January 1, 2024. The amendment provides clarify on how to classify debt and other liabilities as current or non-current. The adoption of this amendment did not have a material impact on the Company’s condensed interim consolidated financial statements.

Recently issued but not yet effective standards

IFRS 18 Presentation and Disclosure in Financial Statements ("IFRS 18")

In April 2024, the IASB issued IFRS 18 which replaces IAS 1. IFRS 18 carries forward many requirements from IAS 1 unchanged but introduces significant changes to how information is communicated in financial statements, in particular the structure of the statement of profit or loss to include defined categories and new defined subtotals, enhanced transparency of management-defined performance measures, and enhanced guidance on how companies group information in the financial statements. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, with early adoption permitted. The Company is assessing the potential impact of this new standard.

All other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company’s financial statements.

5. RELATED PARTIES

As of September 30, 2024, and 2023, there were no amounts due to related parties.

During the nine months ended September 30, 2024, the Company incurred share-based compensation for key management of $Nil (2023 - $Nil).

6. SHARE CAPITAL

a) Authorized

Unlimited number of common shares without par value.

Altina Capital Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the nine months ended September 30, 2024

(Expressed in Canadian dollars)

(Unaudited)

6. SHARE CAPITAL (continued)

b) Issued and outstanding

As at September 30, 2024, there are 8,000,000 common shares and no preferred shares issued and outstanding, of which 4,080,000 common shares are held in escrow (2022 – 4,080,000). Under the Escrow Agreement, 25% of the escrowed common shares will be release from escrow on the issuance of the Final Exchange Bulletin following the closing of the Qualifying Transaction, and an additional 25% will be released every nine months thereafter for a period of 18 months.

There were no share transactions during the nine months ended September 30, 2024 and 2023.

c) Warrants

There were no warrant transactions during the nine months ended September 30, 2024, and 2023.

d) Stock Options

Pursuant to the Company's incentive stock option plan, the Board of Directors is authorized to grant options to directors, officers, consultants or employees to acquire up to 10% of the issued and outstanding common shares of the Company. The number of common shares reserved for issuance to any individual director or senior officer to not exceed 5% of the common shares outstanding as at the date of grant. The exercise price will not be less than $0.10 per share and the market price of the common shares on the trading day immediately preceding the date of the grant, less applicable discounts permitted by the TSX-V. The options that may be granted under this plan must be exercisable for over a period of not exceeding 10 years.

There were no stock option transactions during the nine months ended September 30, 2024

As at September 30, 2024, stock options outstanding are as follows:

Number of options outstanding and exercisable	Exercise price	Expiry date	Remaining contractual life (years)
700,000	$0.10	September 21, 2030	5.98
100,000	$0.24	March 2, 2032	7.42
800,000	$0.12		6.16

Altina Capital Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the nine months ended September 30, 2024

(Expressed in Canadian dollars)

(Unaudited)

7. MANAGEMENT OF CAPITAL

8. FINANCIAL INSTRUMENTS

Fair Value Measurements

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities
Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, and
Level 3 – Inputs that are not based on observable market date.

Financial risk management

Credit Risk

Liquidity Risk

Altina Capital Corp. Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended September 30, 2024 (Expressed in Canadian dollars) (Unaudited)

8. FINANCIAL INSTRUMENTS (continued)

Market Risk

The significant market risks to which the Company is exposed are interest rate risk and currency risk.

Interest Rate Risk

Currency Risk

9. QUALIFYING TRANSACTION

Omega Gold (terminated)

On March 30, 2023, the Company terminated the agreement with Omega.

Aeonian Resources

On March 27, 2024, the Company entered into an amalgamation agreement with Aeonian Resources Ltd. ("Aeonian"), with respect to a reverse takeover transaction (the "Reverse Takeover Transaction") between the Company, Aeonian, and 1472748 B.C. Ltd., a wholly owned subsidiary of the Company incorporated for the sole purpose of effecting the Reverse Takeover Transaction. Aeonian is a private company incorporated under the Business Corporations Act (British Columbia) and is a junior mineral exploration company. The Reverse Takeover Transaction is expected to constitute the Company's "qualifying transaction" as defined as defined in TSX Policy 2.4. Pursuant to the Reverse Takeover Transaction, Aeonian and 1472748 B.C. Ltd will amalgamate to form one corporation ("Amalco") and Aeonian will acquire 100% of the issued and outstanding common shares of the Company in exchange for common shares of Aeonian on a 1:1 basis resulting in a reverse takeover of the Company. Upon closing of the Reverse Takeover Transaction, the Company will change its name to "Aeonian Resources Corp.", and Amalco will become a wholly-owned subsidiary of the Company which will carry on the junior mineral exploration operations presently carried on by Aeonian.

Altina Capital Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the nine months ended September 30, 2024

(Expressed in Canadian dollars)

(Unaudited)

9. QUALIFYING TRANSACTION (continued)

In connection with the Reverse Takeover Transaction, the Company will complete a private placement of Units (comprising one common share of the Company and up to one whole share purchase warrant) at an anticipated price of $0.10 per unit for aggregate proceeds of at least $1,000,000 ("Concurrent Financing"). The Concurrent Financing was amended subsequent to September 30, 2024 (Note 10). During the nine months ended September 30, 2024, the Company received $149,000 proceeds relating to the subscription of 1,490,000 units. As at September 30, 2024, these units have not yet been issued.

10. SUBSEQUENT EVENTS

On November 15, 2024, the Company entered into an agreement with Aeonian to amend and restate the amalgamation agreement ("Amended Agreement"). Pursuant to the Amended Agreement, in connection with the Transaction and as a condition to its closing, the Concurrent Financing has been replaced with an Amended Concurrent Financing, whereby both Altina and Aeonian will complete individual private placements for minimum combined aggregate gross proceeds of $800,000 (the "Amended Concurrent Financing"). Under the Amended Concurrent Financing, the Company will complete a private placement of Units (comprising one common share of the Company and up to one whole share purchase warrant) at a price of $0.10 per unit. In addition, Aonian will complete a private placement of Units (comprising one common share of Aeonian that qualifies as a "flow-through share" within the meaning of the Income Tax Act (Canada) and one-half of a whole share purchase warrant) at a price of $0.10 per unit. The outside date for completion of the Reverse Takeover Transaction, as amended by the Amended Agreement, is December 31, 2024

SCHEDULE “B”

MANAGEMENT’S DISCUSSION AND ANALYSIS OF ALTINA FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 AND THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

[see attached]

ALTINA CAPITAL CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

DECEMBER 31, 2022

INTRODUCTION

The following Management's Discussion and Analysis ("MD&A") is dated April 28, 2023 and should be read in conjunction with financial statements of Altina Capital Corp.'s ("Altina" or the "Company") for the year ended December 31, 2022. Altina prepares its financial statements in accordance with International Financial Reporting Standards ("IFRS").

For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors, considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of Altina common shares; or (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) if it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board of Directors, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

Altina's financial statements, MD&A and all other continuous disclosure documents are filed with Canadian securities regulators and are available for review under the Altina Capital Corp. profile at www.sedar.com.

FORWARD-LOOKING STATEMENTS

Certain statements contained in the following MD&A constitute forward-looking statements. Such forward looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements.

DESCRIPTION OF BUSINESS

The Company was incorporated on August 23, 2019 under the laws of British Columbia and is a Capital Pool Company ("CPC") as defined in the TSX Venture Exchange (TSX-V) Policy 2.4. The Company will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. The Company's common shares are listed for trading on the TSX-V under the trading symbol ALTN.P. The Company's registered and records office is located at Suite 2500 - 700 West Georgia Street, Vancouver, BC, V7Y 1B3.

The Company's continuing operations are dependent on the continued financial support of its shareholders, and the completion of a Qualifying Transaction. Any acquisition or investment proposed by the Company will be subject to regulatory approval. There is no assurance that the Company will identify a business or asset that warrants acquisition or participation within such time limitations permissible under the policies of the Exchange, at which time the Exchange may suspend or de-list the Company's common shares from trading.

All amounts are presented in Canadian dollars, which is the functional currency of the Company, unless otherwise noted.

On October 30, 2020, the Company entered into a binding letter of intent (the "Letter Agreement") to complete a proposed business combination (the "Transaction") with Omega Gold Corp. ("Omega Gold"). The Transaction will constitute the Company's "Qualifying Transaction" as defined in Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange (the "TSXV").

On June 1, 2021, the Company entered into a definitive arrangement agreement with Omega Gold (the "Definitive Agreement"). Pursuant to the Definitive Agreement, the Company will acquire all of the issued and outstanding securities of Omega Gold on a one for one basis in exchange for the Company's common shares (the "Transaction").

Omega Gold is a private British Columbia company which holds a registered and titled interest to 98.77% of the shares of Formacion Yura Exploration S.A.C., a Peruvian holding company ("Formacion Yura") that owns 100% of 16 Peruvian mineral exploration claims located near Arequipa, Peru. One additional mineral exploration claim has been leased to Omega Gold by Shiprock Peru S.A.C. until it can be formally transferred to Formacion Yura, which together with the 16 claims owned by Formacion Yura forms Omega's "Rio Bravo" concession (the "Property"). Omega's ownership interest in Formacion Yura is subject to the fulfillment of certain option payments and expenditures under the Option Agreements.

Pursuant to the Transaction, each issued and outstanding security of Omega Gold, including any issued pursuant to the Concurrent Financings described below, (collectively, the "Omega Gold Securities") will be exchanged for equivalent securities of the Company on a one-for-one basis.

Completion of the Transaction is conditional upon, among other standard conditions for a transaction of this nature: (i) Omega Gold providing a current Technical Report that is acceptable to the TSXV and the Company; (ii) Omega Gold delivering audited annual financial statements and any applicable financial statements that are acceptable to the Company and compliant with TSXV policies; (iv) Omega Gold delivering a title opinion for the Property in a form and content reasonably satisfactory to the Company; (v) receipt of all required consents and approvals for the Transaction, including from the directors and shareholders of Omega Gold, from the directors and, if required, the shareholders of the Company, and from the TSXV; (vi) completion of the Concurrent Financings (as defined below); and (vii) completion of satisfactory due diligence.

On February 25, 2022, the Company received conditional approval from the TSX-V for its proposed Transaction involving the acquisition of all of the issued and outstanding shares of Omega Gold.

The outside date for completion of the Transaction, as amended, was October 31, 2022. On March 30, 2023, the Company terminated the agreement with Omega.

The Company's financial statements were prepared in accordance with IFRS that are applicable to a going concern, which contemplate the realization of assets and the settlement of liabilities and commitments in the normal course of business. At December 31, 2022, the Company had an accumulated deficit of $566,908 since inception (December 31, 2021 - $412,024), and a net working capital deficit of $3,336 (December 31, 2021 - $122,889).

Management believes that the Company's capital resources should be adequate to continue operating and maintaining its business strategy. However, if the Company is unable to raise additional capital, management expects that the Company may need to curtail operations, liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures. The financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

OVERALL PERFORMANCE

Since its incorporation on August 23, 2019, the Company has focused on the identification of a Qualifying Transaction and has incurred expenses relevant to such activity during the year ended December 31, 2022, as characterized by professional fees.

Loss and comprehensive loss for the year ended December 31, 2022, was $544,789 (2021 - $332,883), which is further explained in "Discussion of Operations" below.

DISCUSSION OF OPERATIONS

Key components of loss and comprehensive loss for the year ended December 31, 2022 were as follows:

Professional fees of $105,188 (2021 - $315,321) primarily relating to legal fees in connection with the qualifying transaction;
Filing fees of $21,037 (2021 - $17,562) in connection with compliance requirements;
Share—based payments of $28,659 (2021 - $nil) relating to the fair value of 100,000 stock options granted during the period, determined using the Black-Scholes option pricing model.

SUMMARY OF ANNUAL RESULTS

The following table sets forth selected financial information of the Company for the last two fiscal years. This financial information is derived from the audited financial statements of the Company:

	Year Ended December 31, 2022 $	Year Ended December 31, 2021 $
Revenue	–	–
Net Loss	(154,884)	(332,883)
Loss per Share	(0.02)	(0.04)
Total Assets	317,018	389,635
Total Long-Term Liabilities	–	–

SUMMARY OF QUARTERLY RESULTS

The following table shows the results of operations for previous fiscal quarters since incorporation:

	December 31, 2022 $	September 30, 2022 $	June 30, 2022 $	March 31, 2022 $
Total Assets	317,018	342,964	342,964	389,136
Working Capital	(3,336)	24,103	27,671	44,523
Revenue	–	–	–	–
Net Loss	(19,489)	(3,568)	(16,852)	(92,856)
Loss per Share	(0.00)	(0.00)	(0.00)	(0.01)

	December 31, 2021 $	September 30, 2021 $	June 30, 2021 $	March 31, 2021 $
Total Assets	389,635	464,335	501,794	515,911
Working Capital	122,889	341,909	418,591	447,262
Revenue	–	–	–	–
Net Loss	(219,020)	(76,682)	(28,671)	(8,510)
Loss per Share	(0.06)	(0.02)	(0.01)	(0.00)

Net loss increased from $8,510 for the three months ended March 31, 2021 to $28,671 for the three months ended June 30, 2021 as a result of an increase in legal and accounting fees during the quarter. Total assets decreased by $14,117 at June 30, 2021 as compared to March 31, 2021 primarily as a result of the use of cash in operating activities.

Net loss increased from $28,671 for the three months ended June 30, 2021 to $76,682 for the three months ended September 30, 2021 as a result of an increase in legal fees in connection with the Qualifying Transaction. Total assets decreased by $37,459 at September 30, 2021 compared to June 30, 2021 primarily as a result of a reduction in deferred financing costs.

Net loss increased from $76,682 for the three months ended September 31, 2021 to $219,020 for the three months ended December 31, 2021 as a result of an increase in legal fees in connection with the Qualifying Transaction. Total assets decreased by $74,700 at December 31, 2021 compared to September 30, 2021 primarily as a result of the use of cash in operating activities.

Net loss decreased from $219,020 for the three months ended December 31, 2021 to $92,856 for the three months ended March 31, 2022 as a result of a decrease in legal fees in connection with the Qualifying Transaction, partially offset by an increase in share based payments relating to the grant of stock options during the three months ended March 31, 2022. Total assets decreased by $499 at March 31, 2022 compared to December 31, 2021 primarily as a result of the use of cash in operating activities.

Net loss decreased from $92,856 for the three months ended March 31, 2022 to $16,852 for the three months ended June 30, 2022 as a result of a decrease in legal fees in connection with the Qualifying Transaction, a decrease in share based payments relating to the grant of stock options, and the decrease in filing and transfer agent fees during the six months ended June 30, 2022. Total assets decreased by $46,172 at June 30, 2022 compared to March 31, 2022 primarily as a result of the use of cash in operating activities.

Net loss decreased from $16,852 for the three months ended June 30, 2022 to $3,568 for the three months ended September 30, 2022 as a result of a decrease in legal fees in connection with the Qualifying Transaction. There were no changes in the total assets at September 30, 2022 compared to June 30, 2022.

Net loss increased from $3,568 for the three months ended September 30, 2022 to $41,608 for the three months ended December 31, 2022 as a result of an increase in legal and accounting fees during the quarter. Total assets decreased by $25,946 at December 31, 2022 compared to September 30, 2022 primarily as a result of the use of cash in operating activities.

LIQUIDITY AND CAPITAL RESOURCES

The Company utilizes existing cash and the issuance of common shares to provide liquidity to the Company. The Company's primary objective with respect to its capital management is to ensure that it has sufficient cash resources to fund the identification and evaluation of potential acquisitions. To secure the additional capital necessary to pursue the plans of identifying and completing a Qualifying Transaction, the Company may attempt to raise additional funds through the issuance of equity or by securing strategic partners.

The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. The Company's capital management approach is also disclosed in Note 8 of the financial statements.

During the year ended December 31, 2022, the Company's cash decreased by $64,667, driven entirely by the net cash used in operating activities of $64,667.

CONTRACTUAL OBLIGATIONS

The Company has no significant contractual obligations.

OFF-BALANCE SHEET ARRANGEMENTS

There are no off-balance sheet arrangements.

RISK FACTORS

Investing in the common shares of the Company involves risk. Prospective investors should carefully consider the risks described below, together with all of the other information included in this MD&A before making an investment decision.

If any of the following risks actually occurs, the business, financial condition or results of operations of the Company could be harmed. In such an event, the trading price of the common shares could decline, and prospective investors may lose part or all of their investment.

No Operating History

The Company was incorporated on August 23, 2019, has not commenced commercial operations and has no assets other than cash. The Company has neither a history of earnings nor has it paid any dividends and it is unlikely to produce earnings or pay dividends in the immediate or foreseeable future. The Company has only limited funds with which to identify and evaluate potential acquisitions of a material asset or a business (Qualifying Transaction, or Proposed Transaction) and there can be no assurance that the Company will be able to do so. Even if a Proposed Transaction is identified, there can be no assurance that the Company will be able to successfully complete the transaction.

No Assurance of Market for Shares

There can be no assurance that an active and liquid market for the Company's common shares will develop, and a shareholder may find it difficult to resell its common shares.

Halt of Trading

Upon public announcement of a potential Proposed Transaction, trading in the common shares of the Company will be halted and will remain halted until Completion of the Proposed Transaction, or sooner pursuant to Policy 2.4. Neither the Exchange nor any securities regulatory authority passes upon the merits of the potential Proposed Transaction.

Exchange May Not Approve a Qualifying Transaction

Completion of a Proposed Transaction is subject to a number of conditions including acceptance by the Exchange and in the case of a Non-Arm's Length Qualifying Transaction, Majority of the Minority Approval as such terms are defined in Policy 2.4.

Notwithstanding that a transaction may meet the definition of a Proposed Transaction; the Exchange may not approve a Proposed Transaction:

(a) if the Company fails to meet the initial listing requirements prescribed by Policy 2.1 – Initial Listing Requirements of the Exchange upon Completion of the Proposed Transaction;

(b) if, following Completion of the Qualifying Transaction, the Company will be a finance company, or a mutual fund as defined under applicable securities laws;

(c) the consideration proposed to be paid by the Company in connection with the Proposed Transaction is not acceptable to the Exchange; or

(d) for any other reason at the sole discretion of the Exchange.

Approval by the Majority of the Minority

Where Majority of the Minority Approval is required, unless the shareholder has the right to dissent and be paid fair value in accordance with the applicable corporate or other law, a shareholder who votes against a proposed Non-Arm's Length Proposed Transaction for which Majority of the Minority Approval by shareholders has been given, will have no rights of dissent and no entitlement to payment by the Company of fair value for the common shares.

Dilution

If the Company issues treasury shares to finance acquisition or participation opportunities, control of the Company may change, and shareholders may suffer dilution of their investment.

Directors and Officers

The Directors and Officers of the Company will not be devoting all of their time to the affairs of the Company but will be devoting such time as required to effectively manage the Company. Some of the Directors and Officers of the Company are engaged and will continue to be engaged in the search for assets or businesses on their own behalf or on behalf of others such that conflicts may arise from time to time. As a consequence of such conflicts, the Company may be exposed to liability and its ability to achieve its business objectives may be impaired.

Reliance on Management

The Company is relying solely on the past business success of its Directors and Officers to identify a Qualifying Transaction of merit. The success of the Company is dependent upon the efforts and abilities of its Directors and Officers. The loss of any of its directors or officers could have a material adverse effect upon the business and prospects of the Company.

Foreign Acquisition

In the event the Company identifies a foreign business as a proposed transaction, shareholders may find it difficult or impossible to effect service or notice to commence legal proceedings upon any management resident outside of Canada or upon the foreign business and may find it difficult or impossible to enforce against such persons, judgments obtained in Canadian courts.

CRITICAL ACCOUNTING ESTIMATES

The preparation of the Company's financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates. The Company's significant estimates and judgments are disclosed in Note 4 to the audited financial statements for the year ended December 31, 2022.

FINANCIAL INSTRUMENTS

Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Classification of financial instruments

Financial assets:	Classification:	Subsequent measurement:
Cash	FVTPL	Fair value
Due from related party	Amortized cost	Amortized cost
Financial liabilities:	Classification:	Subsequent measurement:
Accounts payable and accrued liabilities	Other financial liabilities	Amortized cost

The Company's financial instruments with the exception of cash approximate their fair values. Cash, under the fair value hierarchy is based on Level 1 quoted prices in active markets for identical assets or liabilities.

Fair value of financial instruments

The Company is exposed to varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes. The type of risk exposure and the way in which such exposure is management is provided within Note 9 of the financial statements.

NEW ACCOUNTING STANDARD ADOPTED

Certain new standards, interpretations, amendments and improvements to existing standards were issued by the IASB or IFRIC that are mandatory for accounting periods beginning on or after January 1, 2022. The Company has determined that there were no new accounting standards, interpretations or amendments to existing accounting standards that had any effect on the Company's financial statements. Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company's financial statements.

RELATED PARTY TRANSACTIONS

Key management personnel include those persons having the authority and responsibility of planning, directing and executing the activities of the Company. The Company has determined that its key management personnel consist of its Executive Officers and Directors. Other related parties to the Company include companies in which key management have control or significant influence. Key management personnel receive no salaries, non-cash benefits (other than incentive stock options), or other remuneration directly from the Company.

During the year ended December 31, 2022, the Company incurred share based compensation for key management of $28,659 (2021 - $Nil).

OUTSTANDING SHARE DATA

Common shares

The following table sets forth the Company's outstanding share data:

Total common shares at April 28, 2023	8,000,000
Total outstanding stock options	800,000
Total outstanding warrants	-
Total diluted common shares at April 28, 2023	8,800,000

CONTROLS AND PROCEDURES

Disclosure controls and procedures ('DC&P') are intended to provide reasonable assurance that information required to be disclosed is recorded, processed, summarized and reported within the time periods specified by securities regulations and that information required to be disclosed is accumulated and communicated to management. Internal controls over financial reporting ('ICFR') are intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. TSX Venture listed companies are not required to provide representations in filings relating to the establishment and maintenance of DC&P and ICFR, as defined in Multinational Instrument MI-52-109. In particular, the CEO and CFO certifying Officers do not make any representations relating to the establishment and maintenance of (a) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation, and (b) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's financial reporting framework. The issuer's certifying Officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in their certificates regarding absence of misrepresentations and fair disclosures of financial information.

Investors should be aware that inherent limitations on the ability of certifying Officers of a venture issuer to design and implement on a cost-effective basis DC&P and ICFR as defined in MI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

ALTINA CAPITAL CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

December 31, 2023

INTRODUCTION

The following Management's Discussion and Analysis ("MD&A") is dated April 26, 2024 and should be read in conjunction with the financial statements of Altina Capital Corp.'s ("Altina" or the "Company") for the year ended December 31, 2023. Altina prepares its financial statements in accordance with International Financial Reporting Standards ("IFRS").

FORWARD-LOOKING STATEMENTS

DESCRIPTION OF BUSINESS

All amounts are presented in Canadian dollars, which is the functional currency of the Company, unless otherwise noted.

On February 25, 2022, the Company received conditional approval from the TSX-V for its proposed Transaction involving the acquisition of all of the issued and outstanding shares of Omega Gold.

The outside date for completion of the Transaction, as amended, was October 31, 2022. On March 30, 2023, the Company terminated the agreement with Omega.

The Company's financial statements were prepared in accordance with IFRS that are applicable to a going concern, which contemplate the realization of assets and the settlement of liabilities and commitments in the normal course of business. At December 31, 2023, the Company had an accumulated deficit of $472,340 since inception (December 31, 2022 - $566,908), and a net working capital of $91,232 (December 31, 2022 - working capital deficit of $3,336).

The Company's continuation as a going concern is dependent upon its ability to attain profitable operations and generate funds there from and/or raise equity capital or borrowings sufficient to meet current and future obligations. Management intends to finance operating costs over the next twelve months from working capital and if necessary, from private placement of common shares. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. If the Company is unable to raise additional capital, management expects that the Company may need to curtail operations, liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures. The financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

OVERALL PERFORMANCE

Income and comprehensive income for the year ended December 31, 2023, was $94,568 (2022 - loss of $154,884), which is further explained in "Discussion of Operations" below.

DISCUSSION OF OPERATIONS

Key components of loss and comprehensive loss for the year ended December 31, 2023, were as follows:

Professional fees of $28,629 (2022 - $105,188) primarily relating to legal fees in connection with the qualifying transaction.
Filing fees of $15,970 (2022 - $21,037) in connection with compliance requirements.
Share-based compensation of $nil (2022 - $28,659) relating to the fair value of 100,000 stock options granted during the period, determined using the Black-Scholes option pricing model.
Gain on settlement of debt of $139,167 (2022 - $ni) relating to the settlement of accounts payable.

SUMMARY OF ANNUAL RESULTS

The following table sets forth selected financial information of the Company for the last two fiscal years. This

financial information is derived from the audited financial statements of the Company:

	Year Ended December 31, 2023 $	Year Ended December 31, 2022 $
Revenue	–	–
Net Income (Loss)	94,568	(154,884)
Income (Loss) per Share	0.01	(0.02)
Total Assets	125,446	317,018
Total Long-Term Liabilities	–	–

SUMMARY OF QUARTERLY RESULTS

The following table shows the results of operations for previous eight fiscal quarters:

	December 31, 2023 $	September 30, 2023 $	June 30, 2023 $	March 31, 2023 $
Total Assets	125,446	293,336	299,402	317,018
Working Capital (Deficit)	91,232	(28,216)	(32,041)	(28,555)
Revenue	–	–	–	–
Net Income (Loss)	119,448	3,825	(3,486)	(25,219)
Income (Loss) per Share	0.01	0.00	(0.00)	(0.00)

	December 31, 2022 $	September 30, 2022 $	June 30, 2022 $	March 31, 2022 $
Total Assets	317,018	342,964	342,964	389,136
Working Capital	(3,336)	24,103	27,671	44,523
Revenue	–	–	–	–
Net Income (Loss)	(27,439)	(3,568)	(16,852)	(92,856)
Income (Loss) per Share	(0.00)	(0.00)	(0.00)	(0.01)

Net loss decreased from $92,856 for the three months ended March 31, 2022, to $16,852 for the three months ended June 30, 2022, as a result of a decrease in legal fees in connection with the Qualifying Transaction, a decrease in share-based compensation relating to the grant of stock options, and the decrease in filing and transfer agent fees during the six months ended June 30, 2022. Total assets decreased by $46,172 at June 30, 2022 compared to March 31, 2022 primarily as a result of the use of cash in operating activities.

Net loss decreased from $16,852 for the three months ended June 30, 2022, to $3,568 for the three months ended September 30, 2022, as a result of a decrease in legal fees in connection with the Qualifying Transaction. There were no changes in the total assets at September 30, 2022 compared to June 30, 2022.

Net loss increased from $3,568 for the three months ended September 30, 2022, to $27,439 for the three months ended December 31, 2022, as a result of an increase in legal and accounting fees during the quarter. Total assets decreased by $25,946 at December 31, 2022 compared to September 30, 2022 primarily as a result of the use of cash in operating activities.

Net loss decreased from $27,439 for the three months ended December 31, 2022, to $25,219 for the three months ended March 31, 2023, as a result of a decrease in share-based compensation relating to the grant of stock options, partially offset by an increase in legal and accounting fees during the quarter. There were no changes in the total assets at March 31, 2023 compared to December 31, 2022.

decreased by $17,616 at June 30, 2023 compared to March 31, 2023 primarily as a result of the use of cash in operating activities.

Net loss decreased from $3,486 for the three months ended June 30, 2023, to net income of $3,825 for the three months ended September 30, 2023, as a result of a recovery of legal fees during the quarter. Total assets decreased by $6,066 at September 30, 2023 compared to June 30, 2023 primarily as a result of the use of cash in operating activities.

Net income increased from $3,825 for the three months ended September 30, 2023, to $119,448 for the three months ended December 31, 2023, as a result of a gain on settlement of debt during the quarter. Total assets decreased by $167,890 at December 31, 2023 compared to September 30, 2023 primarily as a result of the use of cash in operating activities.

LIQUIDITY AND CAPITAL RESOURCES

During the year ended December 31, 2023, the Company's cash decreased by $191,572.

CONTRACTUAL OBLIGATIONS

The Company has no significant contractual obligations.

OFF-BALANCE SHEET ARRANGEMENTS

There are no off-balance sheet arrangements.

RISK FACTORS

No Operating History

No Assurance of Market for Shares

There can be no assurance that an active and liquid market for the Company's common shares will develop, and a shareholder may find it difficult to resell its common shares.

Halt of Trading

Exchange May Not Approve a Qualifying Transaction

Notwithstanding that a transaction may meet the definition of a Proposed Transaction; the Exchange may not approve a Proposed Transaction:

(a) if the Company fails to meet the initial listing requirements prescribed by Policy 2.1 – Initial Listing Requirements of the Exchange upon Completion of the Proposed Transaction;

(b) if, following Completion of the Qualifying Transaction, the Company will be a finance company, or a mutual fund as defined under applicable securities laws;

(c) the consideration proposed to be paid by the Company in connection with the Proposed Transaction is not acceptable to the Exchange; or

(d) for any other reason at the sole discretion of the Exchange.

Approval by the Majority of the Minority

Dilution

If the Company issues treasury shares to finance acquisition or participation opportunities, control of the Company may change, and shareholders may suffer dilution of their investment.

Directors and Officers

Reliance on Management

Foreign Acquisition

CRITICAL ACCOUNTING ESTIMATES

FINANCIAL INSTRUMENTS

Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Classification of financial instruments

Financial assets:	Classification:	Subsequent measurement:
Cash	Amortized cost	Amortized cost
Due from related party	Amortized cost	Amortized cost
Financial liabilities:	Classification:	Subsequent measurement:
Accounts payable and accrued liabilities	Other financial liabilities	Amortized cost

Fair value of financial instruments

NEW ACCOUNTING STANDARD ADOPTED

Amendments to IAS 1 and IFRS Practice Statement 2

Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company's financial statements.

RELATED PARTY TRANSACTIONS

OUTSTANDING SHARE DATA

Common shares

The following table sets forth the Company's outstanding share data:

Total common shares at April 26, 2024	8,000,000
Total outstanding stock options	800,000
Total outstanding warrants	–
Total diluted common shares at April 26, 2024	8,800,000

CONTROLS AND PROCEDURES

SUBSEQUENT EVENTS

ALTINA CAPITAL CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

September 30, 2023

INTRODUCTION

The following Management's Discussion and Analysis ("MD&A") is dated November 29, 2023 and should be read in conjunction with the unaudited interim financial statements of Altina Capital Corp.'s ("Altina" or the "Company") for the nine month period ended September 30, 2023. Altina prepares its unaudited interim financial statements in accordance with International Financial Reporting Standards ("IFRS").

FORWARD-LOOKING STATEMENTS

DESCRIPTION OF BUSINESS

All amounts are presented in Canadian dollars, which is the functional currency of the Company, unless otherwise noted.

On February 25, 2022, the Company received conditional approval from the TSX-V for its proposed Transaction involving the acquisition of all of the issued and outstanding shares of Omega Gold.

The outside date for completion of the Transaction, as amended, was October 31, 2022. On March 30, 2023, the Company terminated the agreement with Omega.

The Company's unaudited interim financial statements were prepared in accordance with IFRS that are applicable to a going concern, which contemplate the realization of assets and the settlement of liabilities and commitments in the normal course of business. At September 30, 2023, the Company had an accumulated deficit of $591,788 since inception (December 31, 2022 - $566,908), and a net working capital of $28,216 (December 31, 2022 - $3,336).

Management believes that the Company's capital resources should be adequate to continue operating and maintaining its business strategy. However, if the Company is unable to raise additional capital, management expects that the Company may need to curtail operations, liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures. The unaudited interim financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

OVERALL PERFORMANCE

Since its incorporation on August 23, 2019, the Company has focused on the identification of a Qualifying Transaction and has incurred expenses relevant to such activity during the nine months ended September 30, 2023, as characterized by professional fees.

Loss and comprehensive loss for the nine months ended September 30, 2023, was $24,880 (2022 - $113,276), which is further explained in "Discussion of Operations" below.

DISCUSSION OF OPERATIONS

Key components of loss and comprehensive loss for the nine months ended September 30, 2023, were as follows:

Professional fees of $15,025 (2022 - $81,926) primarily relating to legal fees in connection with the qualifying transaction and general corporate expenses.
Filing fees of $9,885 (2022 - $16,860) in connection with compliance requirements.
Share—based payments of $nil (2022 - $14,490) relating to the fair value of 100,000 stock options granted during the period, determined using the Black-Scholes option pricing model.

SUMMARY OF QUARTERLY RESULTS

The following table shows the results of operations for previous eight fiscal quarters:

| | September 30, 2023
$ | June 30, 2023
$ | March 31, 2023
$ | December 31, 2022
$ |
| --- | --- | --- | --- | --- |
| Total Assets | 293,336 | 299,402 | 317,018 | 317,018 |
| Working Capital | (28,216) | (32,041) | (28,555) | (3,336) |
| Revenue | – | – | – | – |
| Net Income (Loss) | 3,825 | (3,486) | (25,219) | (27,439) |
| Income (Loss) per Share | 0.00 | (0.00) | (0.00) | (0.00) |
| | | | | |
| | September 30, 2022
$ | June 30, 2022
$ | March 31, 2022
$ | December 31, 2021
$ |
| Total Assets | 342,964 | 342,964 | 389,136 | 389,635 |
| Working Capital | 24,103 | 27,671 | 44,523 | 122,889 |
| Revenue | – | – | – | – |
| Net Income (Loss) | (3,568) | (16,852) | (92,856) | (219,020) |
| Income (Loss) per Share | (0.00) | (0.00) | (0.01) | (0.06) |

Net loss decreased from $219,020 for the three months ended December 31, 2021, to $107,025 for the three months ended March 31, 2022, as a result of a decrease in legal fees in connection with the Qualifying Transaction, partially offset by an increase in share based payments relating to the grant of stock options during the three months ended March 31, 2022. Total assets decreased by $499 at March 31, 2022 compared to December 31, 2021 primarily as a result of the use of cash in operating activities.

Net loss decreased from $92,856 for the three months ended March 31, 2022, to $16,852 for the three months ended June 30, 2022, as a result of a decrease in legal fees in connection with the Qualifying Transaction, a decrease in share-based payments relating to the grant of stock options, and the decrease in filing and transfer agent fees during the six months ended June 30, 2022. Total assets decreased by $46,172 at September 30, 2022 compared to June 31, 2022 primarily as a result of the use of cash in operating activities.

Net loss increased from $3,568 for the three months ended September 30, 2022, to $41,608 for the three months ended December 31, 2022, as a result of an increase in legal and accounting fees during the quarter. Total assets decreased by $17,996 at December 31, 2022 compared to September 30, 2022 primarily as a result of the use of cash in operating activities.

Net loss decreased from $27,439 for the three months ended December 31, 2022, to $25,219 for the three months ended March 31, 2023, as a result of a decrease in share-based payments relating to the grant of stock options, partially offset by an increase in legal and accounting fees during the quarter. There were no changes in the total assets at March 31, 2023 compared to December 31, 2022.

Net loss decreased from $25,219 for the three months ended March 31, 2023, to $3,486 for the three months ended June 30, 2023, as a result of a decrease in legal and accounting fees during the quarter. Total assets decreased by $17,616 at June 30, 2023 compared to March 31, 2023 primarily as a result of the use of cash in operating activities.

LIQUIDITY AND CAPITAL RESOURCES

During the nine months ended September 30, 2023, the Company's cash decreased by $23,682.

CONTRACTUAL OBLIGATIONS

The Company has no significant contractual obligations.

OFF-BALANCE SHEET ARRANGEMENTS

There are no off-balance sheet arrangements.

RISK FACTORS

No Operating History

No Assurance of Market for Shares

There can be no assurance that an active and liquid market for the Company's common shares will develop, and a shareholder may find it difficult to resell its common shares.

Halt of Trading

Exchange May Not Approve a Qualifying Transaction

Notwithstanding that a transaction may meet the definition of a Proposed Transaction; the Exchange may not approve a Proposed Transaction:

(a) if the Company fails to meet the initial listing requirements prescribed by Policy 2.1 – Initial Listing Requirements of the Exchange upon Completion of the Proposed Transaction;

(b) if, following Completion of the Qualifying Transaction, the Company will be a finance company, or a mutual fund as defined under applicable securities laws;
(c) the consideration proposed to be paid by the Company in connection with the Proposed Transaction is not acceptable to the Exchange; or
(d) for any other reason at the sole discretion of the Exchange.

Approval by the Majority of the Minority

Dilution

If the Company issues treasury shares to finance acquisition or participation opportunities, control of the Company may change, and shareholders may suffer dilution of their investment.

Directors and Officers

Reliance on Management

Foreign Acquisition

CRITICAL ACCOUNTING ESTIMATES

The preparation of the Company's unaudited interim financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited interim financial statements and reported amounts of expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates. The Company's significant estimates and judgments are disclosed in Note 4 to the audited financial statements for the year ended December 31, 2022.

FINANCIAL INSTRUMENTS

Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Classification of financial instruments

Financial assets:	Classification:	Subsequent measurement:
Cash	FVTPL	Fair value
Due from related party	Amortized cost	Amortized cost
Financial liabilities:	Classification:	Subsequent measurement:
Accounts payable and accrued liabilities	Other financial liabilities	Amortized cost

Fair value of financial instruments

NEW ACCOUNTING STANDARD ADOPTED

Certain new standards, interpretations, amendments and improvements to existing standards were issued by the IASB or IFRIC that are mandatory for accounting periods beginning on or after January 1, 2022. The Company has determined that there were no new accounting standards, interpretations or amendments to existing accounting standards that had any effect on the Company's unaudited interim financial statements. Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company's unaudited interim financial statements.

RELATED PARTY TRANSACTIONS

OUTSTANDING SHARE DATA

Common shares

The following table sets forth the Company's outstanding share data:

Total common shares at November 29, 2023	8,000,000
Total outstanding stock options	800,000
Total outstanding warrants	–
Total diluted common shares at November 29, 2023	8,800,000

CONTROLS AND PROCEDURES

relating to the establishment and maintenance of DC&P and ICFR, as defined in Multinational Instrument MI-52-109. In particular, the CEO and CFO certifying Officers do not make any representations relating to the establishment and maintenance of (a) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation, and (b) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's financial reporting framework. The issuer's certifying Officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in their certificates regarding absence of misrepresentations and fair disclosures of financial information.

SUBSEQUENT EVENTS

SCHEDULE “C”

AUDITED FINANCIAL STATEMENTS OF AEONIAN FOR THE YEARS ENDED OCTOBER 31, 2024
AND 2023

[see attached]

AEONIAN RESOURCES LTD.

FINANCIAL STATEMENTS

For the Years Ended

October 31, 2024 and 2023

Crowe

Crowe MacKay LLP
1400 - 1185 West Georgia Street
Vancouver, BC V6E 4E6
Main +1 (604) 687-4511
Fax +1 (604) 687-5805
www.crowemackay.ca

Independent Auditor's Report

To the Board of Directors of Aeonian Resources Ltd.

Opinion

We have audited the financial statements of Aeonian Resources Ltd. (the "Company"), which comprise the statement of financial position as at October 31, 2024 and October 31, 2023 and the statements of loss and comprehensive loss, changes in shareholders' equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at October 31, 2024 and October 31, 2023, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 2 to the financial statements which describes the material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other Information

Management is responsible for the other information. The other information comprises:

Management's Discussion and Analysis

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained the other information prior to the date of this auditor's report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor's report. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Crowe Mackay, LLP

Chartered Professional Accountants
Vancouver, Canada
April 14, 2025

AEONIAN RESOURCES LTD.
STATEMENTS OF FINANCIAL POSITION
(Expressed in Canadian dollars)
AS AT October 31,

	Notes	2024	2023
ASSETS
Current
Cash		$ 120,770	$ 118,604
Receivables		22,140	29,760
Total current assets		142,910	148,364
Reclamation bonds	4	12,000	-
Exploration and evaluation assets	4, 7	561,923	611,278
Total assets		$ 716,833	$ 759,642
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Accounts payable and accrued liabilities		$ 137,773	$ 3,106
Due to related parties	7	12,407	2,001
Total current liabilities		150,180	5,107
Long-term loan	5, 7	109,973	113,534
Total liabilities		260,153	118,641
Shareholders' equity
Share capital	6	987,645	462,501
Subscription received in advance	13	80,000	-
Special warrants	6	-	525,144
Accumulated deficit		(610,965)	(346,644)
Total shareholders' equity		456,680	641,001
Total liabilities and shareholders' equity		$ 716,833	$ 759,642

Nature of operations (Note 1)
Going concern (Note 2)
Proposed transaction with Altina Capital Corp. (Note 12)
Events subsequent to the reporting period (Note 13)

On behalf of the Board:

"Andy Randell" Director "Branden Haynes" Director

The accompanying notes are an integral part of these financial statements.

AEONIAN RESOURCES LTD.
STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
(Expressed in Canadian dollars)
FOR THE YEARS ENDED October 31,

	Notes	2024	2023
EXPENSES
Accretion and interest	5	$ 29,147	$ 11,134
Corporate and shareholder communication		2,178	118,928
Consulting	7	-	34,138
Management fee	7	4,000	47,500
Office and miscellaneous		1,615	3,139
Professional fees	7	229,501	51,255
Share-based compensation	6, 7	-	60,000
Travel		9,042	2,496
Gain on loan forgiveness, extinguishment and impact of discounting	5	(11,162)	(141,675)
Loss and comprehensive loss for the year		$ (264,321)	$ (186,915)
Basic and diluted loss per common share		$ (0.01)	$ (0.02)
Weighted average number of common shares outstanding - Basic and diluted		20,955,715	8,180,648

The accompanying notes are an integral part of these financial statements.

AEONIAN RESOURCES LTD.
STATEMENTS OF CASH FLOWS
(Expressed in Canadian dollars)
FOR THE YEARS ENDED October 31,

	2024	2023
CASH FLOWS USED IN OPERATING ACTIVITIES
Net loss for the year	$ (264,321)	$ (186,915)
Items not involving cash:
Gain on loan forgiveness, extinguishment and impact of discounting	(11,162)	(141,675)
Accretion and interest	25,601	11,134
Share-based compensation	-	60,000
Changes in non-cash working capital items:
Receivables	7,620	(11,194)
Accounts payable and accrued liabilities	134,667	(9,079)
Prepaid expenses	-	105,000
Due to related parties	10,406	18,431
Net cash used in operating activities	(97,189)	(154,298)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of long-term loan	(18,000)	-
Shares issued for cash	-	192,500
Special warrants issued for cash	-	332,350
Special warrant issuance costs	-	(2,206)
Share subscription received in advance	80,000	-
Net cash from financing activities	62,000	522,644
CASH FLOWS FROM INVESTING ACTIVITIES
BC mining exploration tax credit	53,309	-
Reclamation bonds	(12,000)	-
Exploration and evaluation expenditures	(3,954)	(277,524)
Net cash from (used in) investing activities	37,355	(277,524)
Change in cash during the year	2,166	90,822
Cash, beginning of year	118,604	27,782
Cash, end of year	$ 120,770	$ 118,604
Interest paid	$ -	$ -

Supplemental disclosures with respect to cash flows (Note 10)

The accompanying notes are an integral part of these financial statements.

AEONIAN RESOURCES LTD.
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Expressed in Canadian dollars)

	Share Capital		Special Warrants
	Number	Amount	Number	Amount	Subscription received in advance	Accumulated deficit	Total
Balance, October 31, 2022	3,000,100	$ 30,001	3,520,000	$ 179,500	$ 70,500	$ (159,729)	$ 120,272
Shares issued for cash and share-based compensation	7,725,000	307,500	-	-	(55,000)	-	252,500
Shares issued for property	2,500,000	125,000	-	-	-	-	125,000
Special warrants	-	-	6,957,000	347,850	(15,500)	-	332,350
Special warrant issue costs	-	-	200,000	(2,206)	-	-	(2,206)
Net loss for the year	-	-	-	-	-	(186,915)	(186,915)
Balance, October 31, 2023	13,225,100	462,501	10,677,000	525,144	-	(346,644)	641,001
Subscription received in advance	-	-	-	-	80,000	-	80,000
Conversion of special warrants	10,677,000	525,144	(10,677,000)	(525,144)	-	-	-
Net loss for the year	-	-	-	-	-	(264,321)	(264,321)
Balance, October 31, 2024	23,902,100	$ 987,645	-	$ -	$ 80,000	$ (610,965)	$ 456,680

The accompanying notes are an integral part of these financial statements.

AEONIAN RESOURCES LTD.
Notes to the Financial Statements
For the years ended October 31, 2024 and 2023
(Expressed in Canadian dollars)

NATURE OF OPERATIONS

Aeonian Resources Ltd. (“Aeonian” or the “Company”) was incorporated on September 15, 2020 under the laws of British Columbia, Canada.

The Company’s principal business activity is the acquisition and exploration of mineral property interests. The Company is in the exploration stage and substantially all the Company’s efforts are devoted to financing and developing these property interests. There has been no determination whether the Company’s interests in unproven exploration and evaluation assets contain economically recoverable mineral resources.

The Company’s head office is located at Suite 330 – 470 Granville Street, Vancouver, BC, Canada.

BASIS OF PRESENTATION

Statement of compliance

These financial statements are prepared in accordance with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

These financial statements were approved and authorized for issue by the Board of Directors on April 14, 2025.

Basis of presentation

These financial statements have been prepared on a historical cost basis, except for financial instruments measured at fair value. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

Functional and presentation currency

The Company’s reporting and functional currency is the Canadian dollar. Monetary assets and liabilities of the Company are translated into Canadian dollars at the exchange rate in effect on the statements of financial position date, while non-monetary assets and liabilities are translated at historical rates. Expenses are translated at the average rates over the reporting period. Gains and losses from these translations are included in profit or loss.

Going concern

The business of mining and exploring for minerals involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of the carrying value of its resource properties and the Company's continued existence is dependent upon the preservation of its interest in the underlying properties, the discovery of economically recoverable reserves, the achievement of profitable operations, or the ability of the Company to raise alternative financing, if necessary, or alternatively, upon the Company's ability to dispose of its interests on an advantageous basis. Changes in future conditions could require material write-downs of the carrying values. Such adjustments could be material.

AEONIAN RESOURCES LTD.
Notes to the Financial Statements
For the years ended October 31, 2024 and 2023
(Expressed in Canadian dollars)

2. BASIS OF PRESENTATION (cont'd...)

Going concern (cont'd...)

These financial statements have been prepared in accordance with IFRS on a going concern basis, which contemplates that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. Accordingly, these financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. As at October 31, 2024, the Company has an accumulated deficit of $610,965 (2023 - $346,644), has a working capital deficiency of $7,270 (2023 - working capital of $143,257) and has incurred significant losses. These material uncertainties may cast significant doubt as to the ability of the Company to meet its obligations as they come due, and accordingly, the appropriateness of the use of accounting principles applicable to a going concern. The recovery of amounts capitalized for exploration and evaluation assets at October 31, 2024 and 2023 in the statements of financial position is dependent upon the ability of the Company to arrange appropriate financing to complete the development and continued exploration of the properties. The Company plans to raise funds primarily through the issuance of shares or obtain profitable operations. The outcome of these matters cannot be predicted at this time.

3. MATERIAL ACCOUNTING POLICIES

Exploration and evaluation assets ("E&E" assets)

Pre-exploration costs are expensed in the period in which they are incurred. Once the legal right to explore a property has been acquired, the Company capitalizes costs related to the exploration of E&E assets. These costs include purchase cost, mineral lease, staking costs, filing fees, drilling, assaying, geological, geophysical, technical studies and any other exploratory activities. E&E assets for which commercially viable reserves have been identified are reclassified to development assets. They are tested for impairment immediately prior to reclassification out of E&E assets. When an unproven mineral interest is abandoned, all related expenditures are written off to operations for the period.

The Company recognizes mineral exploration tax credits when the amount to be received can be reasonably estimated and the collection is reasonably assured.

Impairment of non-current assets

Exploration and evaluation assets are assessed for impairment when events or circumstances indicate that the carrying amounts of the assets may not be recoverable. An impairment loss is recognized for any amount by which the asset's carrying value exceeds its recoverable amount. The recoverable amount is the higher of the asset's fair value less costs to sell and its value in use.

Fair value is determined as the amount that would be obtained from the sale of the asset in an arm's length transaction between knowledgeable and willing parties. Value in use is determined as the present value of the estimated future pre-tax cash flows expected to arise from the continued use of the asset in its present form and from its ultimate disposal. The Company reviews impairment on non-financial assets for possible reversal when events or circumstances warrant such consideration.

AEONIAN RESOURCES LTD.
Notes to the Financial Statements
For the years ended October 31, 2024 and 2023
(Expressed in Canadian dollars)

3. MATERIAL ACCOUNTING POLICIES (cont'd...)

Provision for environmental rehabilitation

The Company recognizes liabilities for statutory, contractual, constructive or legal obligations associated with the retirement of exploration and evaluation assets and equipment, when those obligations result from the acquisition, construction, development or normal operation of the assets. The net present value of future rehabilitation cost estimates arising from the decommissioning of site preparation work is capitalized to the assets along with a corresponding increase in the rehabilitation provision in the period incurred. Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value. The rehabilitation asset is amortized on the same basis as mining assets.

The Company’s estimates of reclamation costs could change as a result of changes in regulatory requirements, discount rates and assumptions regarding the amount and timing of the future expenditures. These changes are recorded directly to mining assets with a corresponding entry to the rehabilitation provision. The Company’s estimates are reviewed annually for changes in regulatory requirements, discount rates, effects of inflation and changes in estimates. Changes in the net present value, excluding changes in the Company’s estimates of reclamation costs, are charged to profit or loss for the period.

Share purchase warrants

When the warrants are issued attached to a share as part of a private placement unit, their fair value is determined using the residual value method.

Warrants that are issued as compensation for goods or services are accounted for as share-based compensation.

When share purchase warrants are exercised, the cash proceeds and any amount previously recorded in equity reserves are recorded as share capital.

Flow-through Shares

The Company will, from time to time, issue flow-through common shares to finance a significant portion of its exploration program. Pursuant to the terms of the flow-through share subscription agreements, these shares transfer the tax deductibility of qualifying resource expenditures to investors. On issuance, proceeds are allocated first to share capital up to the fair value of the common shares at the time of issuance, determined by referenced to the quoted market price of the common shares on the issuance date or the concurrent non-flow through share price, with the residual amount of proceeds, if any, allocated to a flow-through share premium. The flow-through share premium represents the estimated premium investors pay for the flow-through feature and is recognized as a liability. Upon expenses being incurred, the Company derecognizes a deferred tax liability for the amount of tax reduction renounced to the shareholders. The premium is recognized as other income and the related deferred tax is recognized as a tax provision.

Proceeds received from the issuance of flow-through shares are restricted to be used only for Canadian resource property exploration expenditures within a two-year period. The portion of the proceeds received but not yet expended at the end of the Company’s fiscal period is disclosed separately as a flow-through share commitment.

The Company may also be subject to a Part XII.6 tax on flow-through proceeds renounced under the “Look-back” rule, in accordance with Government of Canada flow-through regulations. When applicable, this tax is accrued as a financial expense until paid.

AEONIAN RESOURCES LTD.
Notes to the Financial Statements
For the years ended October 31, 2024 and 2023
(Expressed in Canadian dollars)

3. MATERIAL ACCOUNTING POLICIES (cont'd...)

Loss per share

The Company computes the dilutive effect of options, warrants and similar instruments on loss per common share from the use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments. It assumes that the proceeds would be used to purchase common shares at the average market price during the period. For the years presented, this calculation proved to be anti-dilutive. Basic loss per share is calculated using the weighted average number of common shares outstanding during the year.

Income taxes

Income taxes comprise current and deferred tax. Current tax is the expected tax payable or receivable on the taxable income or loss for the year using enacted tax rates at the reporting date. Deferred tax is calculated using the liability method on temporary differences between the carrying values of assets and liabilities and their respective income tax bases, except for temporary differences in assets and liabilities arising in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, transactions relating to investments in jointly controlled entities to the extent that they will not reverse in the foreseeable future, and transactions arising on the initial recognition of goodwill.

Deferred tax assets and liabilities are measured at the enacted tax rates that are expected to apply when the assets are recovered and the liabilities settled. Deferred tax assets are recognized for unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that future taxable income will be available against which they can be used.

Financial instruments

Cash is classified as at fair value through profit or loss, and measured at fair value. Reclamation bonds, accounts payable and accrued liabilities, due to related parties and loan are classified as at amortized cost, initially measured at fair value, and subsequently measured at amortized cost using the effective interest rate method.

Management judgments and estimates

The preparation of these financial statements in accordance with IFRS requires management’s use of estimates, assumptions and judgment that impact the Company’s reported financial results. These estimates are based on past experiences and expectations of future events. Uncertainty on these judgments could result in material differences of the carrying amounts in the Company’s financial position.

The key judgments and estimates that affect the financial statements are:

Impairment of exploration and evaluation assets (E&E assets)

The Company carries out an impairment assessment on its E&E assets when circumstances indicate their carrying values may exceed their recoverable amounts. The process of determining the impairment involves significant judgment and estimation on the recoverability of the E&E assets as it relies on both an interpretation of geological and technical data as well as market conditions including commodity prices, investor sentiment and global financing. As new information comes up, the recoverable amounts of the assets and the impairment loss may differ from these judgments and estimates.

AEONIAN RESOURCES LTD.
Notes to the Financial Statements
For the years ended October 31, 2024 and 2023
(Expressed in Canadian dollars)

3. MATERIAL ACCOUNTING POLICIES (cont'd...)

Management judgments and estimates (cont'd...)

Interest rate

The Company estimates a market interest rate in determining the fair value of the loan payable. The determination of market interest rate is subjective and could materially affect the fair value estimate.

Flow-through expenditures

The Company is required to spend proceeds received from the issuance of flow-through shares on qualifying resource expenditures. Differences in judgment between management and regulatory authorities with respect to qualifying expenditures may result in disallowed expenditures by the tax authorities. Any amount disallowed may result in the Company’s required expenditures not being fulfilled which may lead to potential liabilities. As of October 31, 2024 and 2023, there has been no qualifying expenditures disallowed by tax authorities.

New, amended and future accounting pronouncements

The following amendments of accounting standards are effective for the Company’s annual periods beginning November 1, 2023:

On February 2021 the IASB issued amendments to IAS 8 to clarify how reporting entities should distinguish changes in accounting policies from changes in accounting estimates. The amendments include a definition of “accounting estimates” as well as other amendments to IAS 8 that will help entities distinguish changes in accounting policies from changes in accounting estimates. This distinction between these two types of changes is important as changes in accounting policies are normally applied retrospectively to past transactions and events, whereas changes in accounting estimates are applied prospectively to future transactions and events. The adoption of these amendments did not have a significant impact on the Company.

In February 2021, the IASB issued amendments to IAS 1 “Presentation of Financial Statements” and IFRS Practice Statement 2 “Making Materiality Judgements” aiming to improve accounting policy disclosures. The amendments to IAS 1 require reporting entities to disclose their material accounting policy information rather than their significant accounting policies. The amendments to IFRS Practice Statement 2 provide guidance on how to apply the concept of materiality to accounting policy disclosures. The adoption of these amendments reduced the disclosure of its accounting policies.

The following standards are effective for future periods:

On April 9, 2024, the IASB issued a new standard – IFRS 18, “Presentation and Disclosure in Financial Statements” with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to:

the structure of the statement of profit or loss;
required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements (that is, management-defined performance measures); and
enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.

IFRS 18 will replace IAS 1; many of the other existing principles in IAS 1 are retained, with limited changes. IFRS 18 will apply for reporting periods beginning on or after January 1, 2027 and also applies to comparative information.

Adoption of IFRS 18 will not impact the recognition or measurement of items in the financial statements, but it might change what an entity reports as its “operating profit or loss”.

AEONIAN RESOURCES LTD.
Notes to the Financial Statements
For the years ended October 31, 2024 and 2023
(Expressed in Canadian dollars)

4. EXPLORATION AND EVALUATION ASSETS

The Koocanusa Property consists of 38 mining claims located in Cranbrook, British Columbia, Canada. During the year ended October 31, 2024, the Company incurred staking cost of $Nil (2023 - $14,568). As of October 31, 2024, the cumulative staking cost is $40,481 (2023 - $40,481).

On September 1, 2023, the Company entered into a purchase agreement with R7 Capital Ventures Ltd. ("R7") to purchase certain claims. Pursuant to the purchase agreement, the Company paid $15,000 and issued 2,500,000 units with each unit consisting of one common share and one common share purchase warrant exercisable at $0.07 per share for a 3-year term. The units were valued at $125,000.

On July 3, 2023, the Company entered into a purchase agreement with Earthwise Minerals Corp. pursuant to which the Company paid $10,000 and incurred $8,000 in exploration expenditures.

	Koocanusa Property (British Columbia)
Balance, October 31, 2022	$ 255,396
Acquisition - share units	125,000
Acquisition - cash	25,000
Staking costs and application fees	14,568
Exploration
Data and research	62,328
Consulting	660
Field	51,745
Maintenance	2,536
Project administration	3,233
Report	15,745
Survey	46,400
Travel	8,667
Balance, October 31, 2023	611,278
Exploration
Travel	3,954
BC mining exploration tax credit	(53,309)
Balance, October 31, 2024	$ 561,923

Title to resource properties

Although the Company has taken steps to verify the title to exploration properties in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company's title. Property title may be subject to unregistered prior agreements or transfers and title may be affected by undetected defects.

Reclamation bonds

During the year ended October 31, 2024, the Company paid $12,000 to Kootenay Silver Inc. who transferred its permit deposits to the Company.

AEONIAN RESOURCES LTD.
Notes to the financial statements
(Expressed in Canadian dollars)
For the years ended October 31, 2024 and 2023

4. EXPLORATION AND EVALUATION ASSETS (cont'd...)

Realization of assets

The investment in and expenditures on exploration properties comprise a significant portion of the Company’s assets. Realization of the Company’s investment in these assets is dependent upon the establishment of legal ownership, the attainment of successful production from the properties or from the proceeds of their disposal. Resource exploration and development is highly speculative and involves inherent risks. While the rewards if an ore body is discovered can be substantial, few properties that are explored are ultimately developed into producing mines. There can be no assurance that current exploration programs will result in the discovery of economically viable quantities of ore.

The amounts shown for acquisition costs and deferred exploration expenditures represent costs incurred to date and do not necessarily reflect present or future values. These costs will be depleted over the useful lives of the properties upon commencement of commercial production or written off if the properties are abandoned or the claims are permitted to lapse.

Environmental

The Company is subject to the laws and regulations relating to environmental matters in all jurisdictions in which it operates, including provisions relating to property reclamation, discharge of hazardous material and other matters. The Company may also be held liable should environmental problems be discovered that were caused by former owners and operators of its properties and properties in which it has previously had an interest. The Company conducts its mineral exploration activities in compliance with applicable environmental protection legislation. The Company is not aware of any existing environmental problems related to any of its current or former properties that may result in material liability to the Company. Environmental legislation is becoming increasingly stringent and costs and expenses of regulatory compliance are increasing. The impact of new and future environmental legislation on the Company’s operations may cause additional expenses and restrictions. If the restrictions adversely affect the scope of exploration and development on the resource properties, the potential for production on the property may be diminished or negated.

5. LONG-TERM LOAN

On May 15, 2023, the Company entered into a loan agreement with Strata Geodata Services (“SGDS-Hive”), a company controlled by the Company’s CEO and director Andy Randell. Pursuant to the loan agreement, SGDS-Hive settled $267,281 in accounts payable and accrued liabilities for a cash payment of $20,000 (paid) and a loan in the amount of $180,000, resulting in a gain on debt settlement of $67,281 ($64,075 net of GST). The loan will be repaid according to the following schedule:

(a) $80,000 on or before May 15, 2025, the second anniversary of this agreement; and
(b) $100,000 on or before May 15, 2026, the third anniversary of this agreement.

The loan bears no interest and is unsecured.

For accounting purposes, the Company valued the principal amount of the loan by calculating the present value of principal at a discount rate of 25%. The carrying value of the debt is subsequently accreted to the face value of $180,000 as stated in the loan agreement at an annualized effective interest rate of 25%. The Company recorded a gain on loan forgiveness of $141,675 during the year ended October 31, 2023, which consists of $64,075 of loan principal forgiven and $77,600 of impact on discounting.

During the year ended October 31, 2024, the Company repaid $18,000 to SGDS-Hive. On July 31, 2024, the agreement was amended to change the repayment date of the loan balance of $162,000 to on or before July 31, 2026. For accounting purposes, the Company recorded a gain of $11,162 on the loan extinguishment. The Company revalued the loan balance of $162,000 by calculating the present value of the balance at a discount rate of 25%. The carrying value of the debt is subsequently accreted to the face value of $162,000 at an annualized effective interest rate of 25%.

AEONIAN RESOURCES LTD.

Notes to the financial statements

(Expressed in Canadian dollars)

For the years ended October 31, 2024 and 2023

5. LONG-TERM LOAN (cont'd...)

The long-term loan activities during the years ended October, 2024 and 2023 are as follows:

	Loan
Balance at October 31, 2022	$ -
Loan principal	180,000
Impact of discounting	(77,600)
Accretion of interest	11,134
Balance at October 31, 2023	113,534
Repayment of loan	(18,000)
Gain on loan extinguishment	(11,162)
Accretion of interest	25,601
Balance at October 31, 2024	$ 109,973
	Loan
Current	$ -
Long-term	109,973
Balance at October 31, 2024	$ 109,973

6. SHAREHOLDERS' EQUITY

Authorized - unlimited number of common shares without par value

Share issuance

At October 31, 2024, the Company had 23,902,100 (2023 – 13,225,100) common shares issued and outstanding.

During the year ended October 31, 2024:

On February 9, 2024, 10,677,000 Special Warrants outstanding were all converted into Units at no additional cost.

During the year ended October 31, 2023:

i) In January 2023, the Company issued 2,625,000 shares at $0.02 per share for total proceeds of $52,500, of which $20,000 subscription proceeds were received during the year ended October 31, 2022.

ii) In March and June 2023, the Company issued 2,000,000 shares at $0.02 per share to a company controlled by a new director for total proceeds of $40,000. The Company recorded the shares at market value of $0.05 per share with the discount of $0.03 per share resulting in $60,000 being recorded as share-based compensation to the director.

iii) The Company issued 700,000 shares at $0.05 per share for total proceeds of $35,000, the proceeds of which were received during the year ended October 31, 2021.

iv) On April 21, 2023, the Company closed a private placement by issuing 2,400,000 flow-through share units (“FT Unit”) at $0.05 per FT Unit for total proceeds of $120,000. Each FT Unit is composed of one flow-through share and one half non-flow-through common share purchase warrant. Each full warrant will be exercisable into one common share until the date that is two years from the date of issuance at a price of $0.10 for the first 12 months and at $0.25 for the second 12 months.

AEONIAN RESOURCES LTD.

Notes to the financial statements

(Expressed in Canadian dollars)

For the years ended October 31, 2024 and 2023

6. SHAREHOLDERS' EQUITY (cont'd...)

v) On September 1, 2023, the Company entered into a purchase agreement with R7 to purchase certain claims (Note 4). Pursuant to the purchase agreement, the Company paid $15,000 and issued 2,500,000 units with each unit consisting of one common share and one common share purchase warrant exercisable at $0.07 per share for a 3-year term. The units are valued at $125,000.

Special warrants

Special warrant transactions are summarized as follows:

	Number of Warrants
Balance, October 31, 2022	3,520,000
Issued	7,157,000
Balance, October 31, 2023	10,677,000
Converted into share units	(10,677,000)
Balance, October 31, 2024	-

Each of the Company's issued special warrants are convertible into a common share unit of the Company for no additional consideration. Upon conversion, each unit consists of one common share and one share purchase warrant ("Unit"). Conversion can occur anytime at the option of the holder, subject to automatic conversion that is the earlier of: (i) the third business day after the date on which a receipt for a final prospectus to qualify for distribution of the shares is received by the Company from the British Columbia Securities Commission; and (ii) the date that is one year following closing of the private placement ("Special Warrants"). Special warrants were issued at different subscription prices, and share purchases warrants included in the Units contain different terms.

On February 9, 2024, 10,677,000 Special Warrants outstanding were all converted into Units at no additional cost.

At October 31, 2024, the Company had Nil (2023 - 10,677,000) Special Warrants issued and outstanding.

There were no special warrants issued during the year ended October 31, 2024.

During the year ended October 31, 2023:

i) the Company issued 6,957,000 Special Warrants at $0.05 per Special Warrant for total proceeds of $347,850 of which $15,500 was received during the year ended October 31, 2022. Upon conversion, warrants included in the Unit are exercisable to acquire one share at an exercise price of $0.10 until the date that is one year from the Listing Date and $0.25 from the day following the one-year anniversary of the Listing Date until the two-year anniversary of the Listing Date.

The Company paid $2,206 fees to Vested Technology Corp. and issued 200,000 Special Warrants (valued at $10,000) at the same terms as described above.

AEONIAN RESOURCES LTD.

Notes to the financial statements

(Expressed in Canadian dollars)

For the years ended October 31, 2024 and 2023

6. SHAREHOLDERS' EQUITY (cont'd...)

Warrants

Warrant transactions are summarized as follows:

	Number of Warrants	Weighted Average Exercise Price
Balance, October 31, 2022	-	$ -
Issued	3,700,000	0.08
Balance, October 31, 2023	3,700,000	0.08
Issued upon conversion of special warrants	10,677,000	0.10
Balance, October 31, 2024	14,377,000	$ 0.11

As at October 31, 2024, the following warrants are outstanding and exercisable:

Number of Warrants	Exercise Price	Expiry Date
70,000	$0.12	One year from listing date
10,607,000	$ 0.10 first year
	$0.25 second year	Two years from listing date
1,200,000	$ 0.10 first year
	$0.25 second year	April 21, 2025
2,500,000	$ 0.07	September 1, 2026

7. RELATED PARTY TRANSACTIONS

Key management consists of personnel having the authority and responsibility for planning, directing and controlling the activities of the Company, which are the directors and executive officers of the Company.

The Company entered into the following transactions with key management during the year ended October 31, 2024:

a) The Company carries out exploration work through SGDS-Hive, a company controlled by the director and CEO. During year ended October 31, 2024, the Company paid or accrued $Nil (2023 - $100,027) in exploration expenses and $Nil (2023 - $2,513) in office and miscellaneous and corporate and shareholder communication to SGDS-Hive. As of October 31, 2024, the Company had $149 (2023 - $2,001) payable to SGDS-Hive for expense reimbursement.

On May 15, 2023, SGDS-Hive forgave accounts payable of $67,281 and agreed to turn the balance of $180,000 into a long-term loan without interest (Note 5). During the year ended October 31, 2024, the Company repaid $18,000 (2023 - $Nil) to SGDS-Hive. As of October 31, 2024, the loan balance is $162,000 (2023 - $180,000).

b) the Company paid or accrued management fees of $4,000 (2023 - $35,000) to a director and President of the Company.

c) the Company paid or accrued management fees of $Nil (2023 - $12,500) to a director and Corporate Secretary of the Company.

AEONIAN RESOURCES LTD.

Notes to the financial statements

(Expressed in Canadian dollars)

For the years ended October 31, 2024 and 2023

7. RELATED PARTY TRANSACTIONS (cont'd...)

d) the Company paid or accrued consulting fees of $Nil (2023 - $25,550) in exploration expenses and $Nil (2023 - $26,900) in consulting fees to a company controlled by a director of the Company.

The Company also recorded $Nil (2023 - $60,000) of share-based compensation to this related company for a share issuance below market value (Note 6).

e) the Company paid or accrued $29,863 (2023 - $26,987) of professional fees to a company controlled by the CFO of the Company. As of October 31, 2024, the Company had $12,258 (2023 - $Nil) payable to a company controlled by the CFO.

Due to related parties do not bear interest, are unsecured and repayable on demand.

8. FAIR VALUE MEASUREMENT AND RISK MANAGEMENT

IFRS 13, Fair Value Measurement, establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The following table sets forth the Company’s financial instruments measured at fair value by level within the fair value hierarchy:

October 31, 2024	Level 1	Level 2	Level 3
Financial assets at FVTPL
Cash	$ 120,770	$ -	$ -
October 31, 2023	Level 1	Level 2	Level 3
Financial assets at FVTPL
Cash	$ 118,604	$ -	$ -

Financial risk management

The Company’s objective in risk management is to maintain its ability to continue as a going concern. It is exposed to the following risks:

Liquidity risk

Liquidity risk is the risk that the Company might not be able to meet its obligations and commitments as they come due. As at October 31, 2024, the Company had cash of $120,770 (2023 - $118,604) and a working capital deficiency of $7,270 (2023 – working capital of $143,257).

AEONIAN RESOURCES LTD.
Notes to the financial statements
(Expressed in Canadian dollars)
For the years ended October 31, 2024 and 2023

8. FAIR VALUE MEASUREMENT AND RISK MANAGEMENT (cont'd...)

Liquidity risk (cont'd...)

The Company intends to continue relying on the issuance of securities to finance its future activities; however, there can be no assurance that such financing will be available on a timely basis under terms acceptable to the Company.

Credit risk

Credit risk arises from cash held with financial institutions as well as credit exposure on outstanding receivables. The Company’s cash is held at high-credit rating financial institutions. Receivables only consist of refundable government goods and services tax. The Company has minimal credit risk.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and equity prices.

i. Interest rate risk

Interest rate risk arises from changes in market rates of interest that could adversely affect the Company. The Company’s exposure to interest rate risk is insignificant.

ii. Foreign exchange risk

As at October 31, 2024 and 2023, the majority of the Company’s cash was held in Canadian dollars, the Company’s functional and reporting currency. The majority of the Company’s accounts payable and accrued liabilities are denominated in Canadian dollars. Currency risk is not significant.

iii. Equity price risk

Equity price risk arises from market fluctuations in equity prices that could adversely affect the Company’s operations. The Company’s current exposure to equity price risk is limited to declines in the values and volumes including those of its own shares, which could impede its ability to raise additional funds when required.

9. CAPITAL MANAGEMENT

The Company’s capital management objective is to ensure its ability to continue as a going concern to meet its operational obligations and to maintain capital access to fund its mineral exploration activities in British Columbia, Canada.

The capital that the Company manages is the total of liabilities and equity on the statements of financial position. The Company may modify the capital structure to meet its funding needs by issuing new equity shares and/or debt instruments, disposing of assets or bringing in joint venture partners. To facilitate the management of its capital, the Company prepares annual budgets approved by the Board of Directors. The budget is reviewed and updated periodically to account for changes in the expenditures and economic conditions. The Company is not subject to any externally imposed capital requirements. There were no changes in the Company’s approach to capital management during the year ended October 31, 2024.

AEONIAN RESOURCES LTD.

Notes to the financial statements

(Expressed in Canadian dollars)

For the years ended October 31, 2024 and 2023

10. SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS

During the year ended October 31, 2024, 10,677,000 Special Warrants, valued at $525,144, were converted into Units at no additional cost.

During the year ended October 31, 2023, the Company

a) has $180,000 of exploration and evaluation assets financed by the long-term loan as of October 31, 2023.
b) 2,500,000 share units valued at $125,000 were issued to purchase property claims (Note 6).
c) 200,000 special warrants valued at $10,000 were recorded in issuance costs.

11. INCOME TAXES

A reconciliation of income taxes at statutory rates with the reported taxes is as follows:

	Year ended October 31, 2024	Year ended October 31, 2023
Loss for the year	$ (264,321)	$ (186,915)
Statutory Canadian corporate tax rate	27%	27%
Anticipated tax recovery	$ (71,000)	$ (50,000)
Non-deductible expenses	-	16,000
Change in tax benefits not recognized	71,000	34,000
Total income tax recovery	$ -	$ -

The significant components of the Company's unrecognized deductible temporary differences are as follows:

	October 31, 2024	Expiry	October 31, 2023	Expiry
Non-capital losses carried forward	$ 430,000	2042 - 2044	$ 166,000	2042 - 2043
Unrecognized deductible temporary differences	$ 430,000		$ 166,000

AEONIAN RESOURCES LTD.

Notes to the financial statements

(Expressed in Canadian dollars)

For the years ended October 31, 2024 and 2023

11. INCOME TAXES (cont'd...)

The following is the analysis of recognized deferred tax assets and deferred tax liabilities:

	October 31, 2024	October 31, 2023
Deferred tax liabilities
Long-term loan	$ (14,000)	$ (18,000)
Exploration and evaluation assets	(35,000)	(35,000)
Deferred tax liabilities	(49,000)	(53,000)
Deferred tax assets
Non-capital losses carried forward	49,000	53,000
Deferred tax assets	49,000	53,000
Net deferred tax assets (liabilities)	$ -	$ -

Tax attributes are subject to review, and potential adjustment by tax authorities.

12. PROPOSED TRANSACTION WITH ALTINA CAPITAL CORP. ("ALTINA")

The Company entered into an agreement dated November 15, 2024 amending and restating its amalgamation agreement with Altina Capital Corp. ("Altina") dated March 27, 2024 (the "Original Agreement" and, as amended and restated, the "Amended Agreement") for a proposed qualifying transaction involving the merger of the Company and Altina (the "Transaction").

Altina was incorporated on August 23, 2019 under the laws of British Columbia and is a Capital Pool Company ("CPC") as defined in the TSX Venture Exchange (TSX-V) Policy 2.4. On September 21, 2020, Altina completed its initial public offering.

Pursuant to the Amended Agreement, in connection with the Transaction and as a condition to its closing, both the Company and Altina will complete individual private placements (the "Amended Concurrent Financing") for minimum combined aggregate gross proceeds of $800,000 on the following terms:

Altina will complete a private placement (the "Altina Private Placement") of Altina Units at a price of $0.10 per Altina Unit. Each Altina Unit will be comprised of one common share in the capital of Altina (an "Altina Share") and one Altina Share purchase warrant (an "Altina Warrant"), with each Altina Warrant exercisable to acquire one additional Altina Share at an exercise price of $0.15 per share for a period of two years from the date of issuance; and
The Company will complete a private placement (the "Aeonian Private Placement") of units (each, an "Aeonian Unit") at a price of $0.10 per Aeonian Unit. Each Aeonian Unit will be comprised of one common share in the capital of the Company (each, an "Aeonian Share") that qualifies as a "flow-through share" and one-half of one Aeonian Share purchase warrant (an "Aeonian Warrant"), with each whole Aeonian Warrant exercisable to acquire one additional Aeonian Share at an exercise price of $0.15 per share for a period of two years from the date of issuance.

AEONIAN RESOURCES LTD.
Notes to the financial statements
(Expressed in Canadian dollars)
For the years ended October 31, 2024 and 2023

12. PROPOSED TRANSACTION WITH ALTINA CAPITAL CORP. ("ALTINA") (cont'd...)

Completion of the proposed transaction is subject to a number of conditions, including, but not limited to, completion and execution of the letter of intent, followed by the execution of a definitive agreement in respect of the proposed transaction, completion by parties of satisfactory due diligence, satisfaction by the parties of all applicable filing and listing requirements pursuant to Policy 2.4, TSX-V, and acceptance and receipt of all applicable regulatory, corporate and shareholder approvals, including the approval of the TSX-V.

On January 3, 2025, the Amended Agreement was further amended to extend the period of the agreement to February 15, 2025.

13. EVENTS SUBSEQUENT TO THE REPORTING PERIOD

On December 30, 2024, the Company closed a private placement by issuing 1,300,000 flow-through share units (“Unit”) at $0.10 per Unit for total proceeds of $130,000. Each Unit is composed of one flow-through share and one half non-flow-through common share purchase warrant. Each full warrant will be exercisable into one common share until the date that is two years from the date of listing at a price of $0.15. The Company paid $1,350 finder’s fees and issued 13,500 finder’s warrants exercisable at $0.14 per share and with the same terms as the warrants issued with the Unit otherwise.

The Company received $80,000 subscription in advance as of October 31, 2024.

SCHEDULE "D"

MANAGEMENT'S DISCUSSION AND ANALYSIS OF AEONIAN FOR THE YEARS ENDED OCTOBER 31, 2024 AND 2023

[see attached]

AEONIAN RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the Years Ended

October 31, 2024 and 2023

(Expressed in Canadian Dollars)

AEONIAN RESOURCES LTD.
Management Discussion and Analysis
For the year ended October 31, 2024
(Expressed in Canadian dollars)

GENERAL

This Management’s Discussion and Analysis (“MD&A”) is dated April 14, 2025.

Aeonian Resources Ltd. (“Aeonian” or the “Company”) was incorporated on September 15, 2020 under the laws of British Columbia, Canada.

The Company’s head office is located at 330 – 470 Granville Street, Vancouver, British Columbia, Canada.

This MD&A of the Company has been prepared based on available information up to the date of this report, April 14, 2025, and should be read in conjunction with the Company’s audited financial statements and related notes for the years ended October 31, 2024 and 2023, which have been prepared in accordance with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). All monetary amounts are expressed in Canadian dollars unless stated otherwise.

FORWARD-LOOKING STATEMENTS

Information and statements contained in this MD&A that are not historical facts are forward-looking information within the meaning of National Instrument 51-102 Continuous Disclosure Obligations of the Canadian Securities Administrators that involve risks and uncertainties.

This MD&A contains forward-looking statements, such as estimates and statements regarding the Company’s goals and future plans, including words to the effect that the Company expects a stated result or event to occur. These forward-looking statements are subject to known or unknown risks and uncertainties, which could cause actual results or performance of the Company to differ materially from results implied by such forward-looking information. Factors that could cause the actual results to differ include commodity price fluctuations, capital market access, global economy and politics, government regulations, environmental restrictions, exploration results, mineral title disputes, limitation on insurance coverage and availability of consultants delivering timely services, as well as those factors discussed in the section entitled “Risks and Uncertainties” in this MD&A.

Although the Company has attempted to identify important factors that could affect the Company or may cause actual actions, events or results to differ, there may be other causing factors out of the Company’s anticipation or estimation. Forward-looking statements contained herein are made as of the date of this MD&A and the Company disclaims any obligation to update any forward-looking statements, whether because of new information, future events or results otherwise. Accordingly, readers are advised not to place undue reliance on forward-looking statements.

PROPOSED TRANSACTION WITH ALTINA CAPITAL CORP. (“ALTINA”)

The Company entered into an agreement dated November 15, 2024 amending and restating its amalgamation agreement with Altina Capital Corp. (“Altina”) dated March 27, 2024 (the “Original Agreement” and, as amended and restated, the “Amended Agreement”) for a proposed qualifying transaction involving the merger of the Company and Altina (the “Transaction’).

Altina was incorporated on August 23, 2019 under the laws of British Columbia and is a Capital Pool Company (“CPC”) as defined in the TSX Venture Exchange (TSX-V) Policy 2.4. On September 21, 2020, Altina completed its initial public offering.

AEONIAN RESOURCES LTD.
Management Discussion and Analysis
For the year ended October 31, 2024
(Expressed in Canadian dollars)

common shares, representing approximately 75% of the 31,902,100 common shares (on a non-diluted basis) of the combined company (the "Resulting Issuer") expected to be outstanding after completion of the proposed transaction. Pursuant to the Amended Agreement, in connection with the Transaction and as a condition to its closing, both the Company and Altina will complete individual private placements (the "Amended Concurrent Financing") for minimum combined aggregate gross proceeds of $800,000 on the following terms:

Altina will complete a private placement (the "Altina Private Placement") of Altina Units at a price of $0.10 per Altina Unit. Each Altina Unit will be comprised of one common share in the capital of Altina (an "Altina Share") and one Altina Share purchase warrant (an "Altina Warrant"), with each Altina Warrant exercisable to acquire one additional Altina Share at an exercise price of $0.15 per share for a period of two years from the date of issuance; and
The Company will complete a private placement (the "Aeonian Private Placement") of units (each, an "Aeonian Unit") at a price of $0.10 per Aeonian Unit. Each Aeonian Unit will be comprised of one common share in the capital of the Company (each, an "Aeonian Share") that qualifies as a "flow-through share" and one-half of one Aeonian Share purchase warrant (an "Aeonian Warrant"), with each whole Aeonian Warrant exercisable to acquire one additional Aeonian Share at an exercise price of $0.15 per share for a period of two years from the date of issuance.

On January 3, 2025, the Amended Agreement was further amended to extend the period of the agreement to February 15, 2025.

MINERAL PROPERTY

Koocanusa Property (British Columbia)

The Koocanusa Property consists of 38 mining claims located in Cranbrook, British Columbia, Canada. As of October 31, 2024, the Company incurred a cumulative staking cost of $40,481 (2023 - $40,481).

On July 3, 2023, the Company entered into a purchase agreement with Earthwise Minerals Corp. pursuant to which the Company paid $10,000 and incurred $8,000 in exploration expenditures.

AEONIAN RESOURCES LTD.
Management Discussion and Analysis
For the year ended October 31, 2024
(Expressed in Canadian dollars)

| | Koocanusa Property
(British Columbia) |
| --- | --- |
| Balance, October 31, 2022 | $ 255,396 |
| Acquisition - share units | 125,000 |
| Acquisition - cash | 25,000 |
| Staking costs and application fees | 14,568 |
| Exploration | |
| Data and research | 62,328 |
| Consulting | 660 |
| Field | 51,745 |
| Maintenance | 2,536 |
| Project administration | 3,233 |
| Report | 15,745 |
| Survey | 46,400 |
| Travel | 8,667 |
| Balance, October 31, 2023 | 611,278 |
| Exploration | |
| Travel | 3,954 |
| BC mining exploration tax credit | (53,309) |
| Balance, October 31, 2024 | $ 561,923 |

Exploration update

Exploration by Aeonian on the Koocanusa Project commenced in August 2020 with field visits to the known mineral occurrences on the Property. Additional lithological mapping and sampling across the property combined with a compilation of prior work led Aeonian to identify a Cu trend. This trend appears to follow a stratigraphic horizon in siltstone near the base of the Gateway Formation and is referred to as the Koo Trend by Aeonian. Later in June 2021, a program of lithological mapping, grab sampling, soil sampling, and ground geophysical surveying was conducted along the Koo Trend which confirmed the presence of disseminated copper mineralization in bedrock.

The most recent work on the Koocanusa Property was a UAV magnetic surveying carried out over six different grids on the property during May 2023. The magnetic interpretation maps indicate prominent lineations of magnetic lows striking in different directions. These are indicative of geological structure such as faults, shear zones, and/or contacts and thus are exploration targets, especially where they intersect. They reflect zones of weakness which are conducive to the pooling of mineralizing fluids.

Independent professional geologist, Afzaal Pirzada PGeo., visited the Property on March 27, 2023, and July 17, 2023, to verify the previous exploration work on the property, to view local geological conditions, rock outcrops, local structural trends, and controls of mineralization. Four grab rock samples were collected during March 2023 visit. The results of samples indicate copper values in the range of 113 parts per million (ppm) to 456 ppm indicating a potential for sedimentary copper style of mineralization. These values are consistent with historical and current sampling data on the Property. Pirzada authored an updated National Instrument 43-101 Technical Report on the Koocanusa Property with an effective date of November 20, 2024.

Based on his observations, Pirzada stated that “based on its past exploration history, favourable geological and tectonic setting, presence of surface mineralization, and the results of present study, it is concluded that the Property is a property of merit and possesses a good potential discovery of sedimentary copper and other mineralization. Good road access, nearby powerlines, and gas lines together with abundant availability of exploration and mining services in the vicinity makes it a worthy mineral exploration target. The historical and current exploration data collected by various operators on the Property provides the basis for follow-up work programs. In the Author’s opinion, the character of the Koocanusa Gold Property is sufficient to merit the following phased work program, where the second phase is contingent upon the results of the first phase.”

AEONIAN RESOURCES LTD.
Management Discussion and Analysis
For the year ended October 31, 2024
(Expressed in Canadian dollars)

targets with drilling and trenching activities to recover core and test grades and continuity at depth.

Qualified Persons

The technical contents of this document have been reviewed and approved by Andy Randell, P.Geo; Mr. Randell is the CEO of Aeonian and is a Qualified Person as defined by Canadian Securities Administrators National Instrument 43-101 "Standards of Disclosure for Mineral Projects".

SELECTED ANNUAL INFORMATION

The following table provides a brief summary of the Company's financial operations. For more detailed information, refer to the Financial Statements.

As at October 31,

	2024	2023	2022
Current assets	$ 142,910	$ 148,364	$ 151,348
Non-current assets	573,923	611,278	255,396
Total assets	716,833	759,642	406,744
Current liabilities	150,180	5,107	286,472
Non-current liabilities	109,973	113,534	-
Shareholders' equity	456,680	641,001	120,272
Total liabilities and shareholders' equity	716,833	759,642	406,744
Working capital (deficiency)	$ (7,270)	$ 143,257	$ (135,124)

For the year ended October 31,

	2024	2023	2022
Revenue	$ -	$ -	$ -
Expenses	(264,321)	(186,915)	(154,443)
Loss and comprehensive loss for the year	$ (264,321)	$ (186,915)	$ (154,443)
Basic and diluted loss per share	$ (0.01)	$ (0.02)	$ (0.08)
Weighted average number of common shares outstanding – Basic and diluted	20,955,715	8,180,648	1,902,648

REVIEW OF FINANCIAL RESULTS

Years ended October 31, 2024 and 2023

For the year ended October 31, 2024, the Company incurred net loss of $264,321 as compared to a net loss $186,915 for the comparative year ended October 31, 2023.

AEONIAN RESOURCES LTD.
Management Discussion and Analysis
For the year ended October 31, 2024
(Expressed in Canadian dollars)

The major items were as follows:

Accretion and interest of $25,601 (2023 - $11,134) is related to the $180,000 long term loan agreement entered into with the CEO and director of the Company on May 15, 2023 and interest charge of $3,546 (2023 - $Nil) from suppliers.

During the year ended October 31, 2024, the Company recognized a gain of $11,162 on loan extinguishment, as the Company amended the loan repayment terms. During the comparative year ended October 31, 2023, the Company also recognized a gain on loan forgiveness of $141,675 which consists of $64,075 of loan principal forgiven and $77,600 of interest forgiven on the loan.

Corporate and shareholder communication of $2,178 (2023 - $118,928) consists of expenses related to activities creating awareness for the Company and its projects. The higher expenses in the comparative year are due to the Company’s financing activities and the extension of some marketing contracts from the prior year.
Consulting of $Nil (2023 - $34,138) is mainly paid to a company controlled by a director for general geological consulting service that is not related to Koocanusa Property.
Management fees consist of $4,000 (2023 - $35,000) paid to the President and director of the Company, $Nil (2023 - $12,500) to the Corporate Secretary and director of the Company.
Professional fees of $229,501 (2023 - $51,255) mainly consists of $87,750 (2023 - $Nil) of audit related fees, $104,888 (2023 - $21,206) of legal fees, $29,863 (2023 - $26,987) of accounting fees paid to the CFO of the Company and $7,000 (2023 - $Nil) for tax preparation and filing.
Share-based compensation of $Nil (2023 - $60,000) is related to shares issued to a director of the Company at below market value.

QUARTERLY INFORMATION

The Company was not a reporting issuer as at October 31, 2024 and as a result quarterly reporting is not required.

LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN

The Company is in the exploration stage and no revenue has been generated to date. As at October 31, 2024, the Company had cash of $120,770 (2023 - $118,604) and a working capital deficiency of $7,270 (2023 – working capital of $143,257).

In the past, operating capital and exploration requirements have been funded primarily from equity financing and the Company will need to arrange equity or other financings in order to continue in operation. While the Company has been successful in raising capital in the past, there can be no assurance that such financing will be available to the Company in the amount required or that it can be obtained on terms satisfactory to the Company. The Company’s current financial situation indicates material uncertainties that cast significant doubt about the Company’s ability to continue as a going concern.

Cash Flows

In operating activities, the Company used $97,189 in the year ended October 31, 2024, as compared with $154,298 in the comparative year ended October 31, 2023.

In financing activities, the Company also received $80,000 flow-through share units subscription. During the comparative year ended October 31, 2023, the Company received $192,500 of proceeds from issuance of shares and share units and $332,350 from issuance of special warrants.

AEONIAN RESOURCES LTD.
Management Discussion and Analysis
For the year ended October 31, 2024
(Expressed in Canadian dollars)

In investing activities, the Company received BC Mining Exploration Tax Credit of $53,309 during the year ended October 31, 2024. During the year ended October 31, 2024, the Company spent $3,954 (2023 - $277,524) on exploration and purchased $12,000 (2023 - $Nil) of reclamation bonds.

Long term loan with the CEO and director of the Company

On May 15, 2023, the Company entered into a loan agreement with Strata Geodata Services (“SGDS-Hive”), a company controlled by the Company’s CEO and director Andy Randell. Pursuant to the loan agreement, SGDS-Hive forgave $267,281 in accounts payable and accrued liabilities in return for a cash payment of $20,000 (paid) and a loan in the amount of $180,000, resulting in a gain on debt settlement of $67,281 ($64,075 net of GST). The loan in the amount of $180,000 will be repaid according to the following schedule:

(a) $80,000 on or before May 15, 2025, the second anniversary of this agreement; and
(b) $100,000 on or before May 15, 2026, the third anniversary of this agreement.

The loan bears no interest and is unsecured.

SUBSEQUENT EVENTS

The Company received $80,000 subscription in advance as of October 31, 2024.

OUTSTANDING SHARE DATA

The following table summarizes the Company’s outstanding share data as of the date of this MD&A:

	Number of securities
Common shares	25,202,100
Warrants	15,040,500

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements.

RELATED PARTY TRANSACTIONS

The Company entered into the following transactions with key management during the year ended October 31, 2024:

a) The Company carries out exploration work through SGDS-Hive, a company controlled by the director and CEO. During the year ended October 31, 2024, the Company paid or accrued $Nil (2023 - $100,027) in exploration expenses and $Nil (2023 - $2,513) in office and miscellaneous and corporate and shareholder communication to SGDS-Hive. As of October 31, 2024, the Company had $149 (2023 - $2,001) payable to SGDS-Hive for expense reimbursement.

On May 15, 2023, SGDS-Hive forgave accounts payable of $67,281 and agreed to turn the balance of $180,000 into a long-term loan without interest. During the year ended October 31, 2024, the Company repaid $18,000 (2023 - $Nil) to SGDS-Hive. As of October 31, 2024, the loan balance is $162,000 (2023 - $180,000).

AEONIAN RESOURCES LTD.
Management Discussion and Analysis
For the year ended October 31, 2024
(Expressed in Canadian dollars)

b) the Company paid or accrued management fees of $4,000 (2023 - $35,000) to a director and President of the Company.

c) the Company paid or accrued management fees of $Nil (2023 - $12,500) to a director and Corporate Secretary of the Company.

d) the Company paid or accrued consulting fees of $Nil (2023 - $25,550) in exploration expenses and $Nil (2023 - $26,900) in consulting fees to a company controlled by a director of the Company.

The Company also recorded $Nil (2023 - $60,000) of share-based compensation to this related company for a share issuance below market value.

Due to related parties do not bear interest, are unsecured and repayable on demand.

FINANCIAL INSTRUMENTS AND RELATED RISKS

Financial risk management

The Company’s objective in risk management is to maintain its ability to continue as a going concern. It is exposed to the following risks:

Liquidity risk

Credit risk

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and equity prices.

i. Interest rate risk

Interest rate risk arises from changes in market rates of interest that could adversely affect the Company. The Company’s exposure to interest rate risk is insignificant.

ii. Foreign exchange risk

iii. Equity price risk

AEONIAN RESOURCES LTD.
Management Discussion and Analysis
For the year ended October 31, 2024
(Expressed in Canadian dollars)

own shares, which could impede its ability to raise additional funds when required.

RISKS AND UNCERTAINTIES

The Company’s business is the exploration and development of mineral properties. As a result, the Company’s operations are speculative. The Company has no history of profitable operations, and its present business is at an early stage. As such, the Company is subject to many risks common to such enterprises, including under-capitalization, cash shortages and limitations with respect to personnel, financial and other resources, and the lack of revenues. There is no assurance that the Company will be successful in achieving a return on shareholders' investment.

Whether a mineral deposit will be commercially viable depends on a number of factors, which include, receipt of adequate financing; correct interpretation of geological data; feasibility and other studies; the particular nature of the mineral deposit, such as size grade, metallurgy and physical structure; expected and real metal recoveries; proximity to infrastructure and labour; the cost of water and power; climactic conditions; metal prices; fluctuations in currency exchange rates and metal prices; timely granting of necessary permits; government regulations and taxes; and environmental protection and regulations. The effect of these factors cannot accurately be predicted, but in combination these risk factors may adversely affect the Company’s business.

The risks and uncertainties described in this section are not inclusive of all risks and uncertainties to which the Company may be subject. Furthermore, the Company may face additional risks and uncertainties not presently known to the Company and its management or risks currently seen as immaterial may impair the Company’s business in the future.

Early Stage - Need for Additional Funds - The Company has no history of profitable operations, and its present business is at an early stage. As such, the Company is subject to many risks common to such enterprises, including under-capitalization, cash shortages and limitations with respect to personnel, financial and other resources, and the lack of revenues. There is no assurance that the Company will be successful in achieving a return on shareholders’ investment and the likelihood of success must be considered in light of its early stage of operations.

Exploration and Development Risks - Resource property acquisition, exploration, development, and operation are a highly speculative business that involves significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of precious metals and other minerals may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. Major expenses may be required to locate and establish economically viable mineral deposits, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the acquisition, exploration or development programs planned by the Company will result in a profitable commercial mining operation. The potential for any project to eventually become an economically viable operation depends on numerous factors including: the quantity and quality of the minerals discovered if any, the proximity to infrastructure, metal and mineral prices (which vary considerably over time) and government regulations. The exact effect these factors can have on any given exploration property cannot accurately be predicted but the effect can be materially adverse.

Environmental Risk - Current or future environmental laws and regulations may affect the operations of the Company. These laws and regulations set various standards regulating certain aspects of health and environmental quality. They provide for penalties and other liabilities for the violation of such standards and establish, in certain circumstances, obligations to rehabilitate current and former facilities and locations where operations are or were conducted. Furthermore, the permission to operate could be withdrawn temporarily where there is evidence of serious breaches of health and safety, or even permanently in the case of extreme breaches. Significant liabilities could be imposed on the Company for damages, clean-up costs or penalties in the event of certain discharges into the environment, environmental damages caused by previous owners of acquired properties or non-compliance with environmental laws or regulations. The Company intends to minimize these risks by taking steps to ensure compliance with environmental, health and safety laws and regulations and operating to international environmental standards.

Commodity Prices - The market price of precious metals and other minerals is volatile and cannot be controlled.

Conflicts - The Company’s directors and officers serve as directors or officers or may be associated with other reporting companies or have significant shareholdings in other public companies. To the extent that such other companies may participate in business or asset acquisitions, dispositions, or ventures in which the Company may participate, the directors

AEONIAN RESOURCES LTD.
Management Discussion and Analysis
For the year ended October 31, 2024
(Expressed in Canadian dollars)

and officers of the Company may have a conflict of interest in negotiating and concluding terms respecting the transaction.

Dependence on Key Personnel - The Company is very dependent upon the personal efforts and commitment of its existing management. To the extent that management's services would be unavailable for any reason, a disruption to the operations of the Company could result, and other persons would be required to manage and operate the Company.

Competition - The mineral industry is intensely competitive in all its phases. The Company competes with many other mineral exploration companies who have greater financial resources and technical capacity.

Political Risk - The Company’s operations and investments may be affected by local political and economic developments including: expropriation; nationalization; invalidation of governmental orders; permits or agreements pertaining to property rights; failure to enforce existing laws; failure to uphold property rights; political unrest; labour disputes; inability to obtain or delays in obtaining necessary mining permits; opposition to mining from local, environmental or other non-governmental organizations; government participation; royalties, duties, rates of exchange, high rates of inflation, price controls, exchange controls, currency fluctuations; taxation and changes in laws, regulations or policies; as well as by laws and policies of Canada affecting foreign trade, investment and taxation.

SCHEDULE “E”

UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS OF AEONIAN FOR THE THREE MONTHS ENDED JANUARY 31, 2025

AEONIAN RESOURCES LTD.

Interim Condensed Financial Statements
For the three months ended January 31, 2025
(Expressed in Canadian Dollars)
(Unaudited – Prepared by Management)

AEONIAN RESOURCES LTD.
INTERIM CONDENSED STATEMENTS OF FINANCIAL POSITION
(Expressed in Canadian dollars)
AS AT,

	Notes	January 31, 2025 (Unaudited)	October 31, 2024 (Audited)
ASSETS
Current
Cash		$ 148,280	$ 120,770
Receivables		24,783	22,140
Total current assets		173,063	142,910
Reclamation bonds	4	12,000	12,000
Prepaids	7	20,000	-
Exploration and evaluation assets	4	564,323	561,923
Total assets		$ 769,386	$ 716,833
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Accounts payable and accrued liabilities		$ 171,651	$ 137,773
Due to related parties	7	18,970	12,407
Total current liabilities		190,621	150,180
Long-term loan	5, 7	116,289	109,973
Total liabilities		306,910	260,153
Shareholders' equity
Share capital	6	1,115,406	987,645
Subscription received in advance		-	80,000
Reserves	6	889	-
Accumulated deficit		(653,819)	(610,965)
Total shareholders' equity		462,476	456,680
Total liabilities and shareholders' equity		$ 769,386	$ 716,833

Nature of operations (Note 1)
Going concern (Note 2)
Proposed transaction with Altina Capital Corp. (Note 11)

On behalf of the Board:

"Andy Randell" Director "Branden Haynes" Director

The accompanying notes are an integral part of these interim condensed financial statements.

AEONIAN RESOURCES LTD.
INTERIM CONDENSED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
(Expressed in Canadian dollars)
(Unaudited)

	Notes	Three months ended January 31, 2025	Three months ended January 31, 2024
EXPENSES
Accretion and interest	5	$ 9,649	$ 6,560
Corporate and shareholder communication		-	381
Filing fees		440	-
Office and miscellaneous		168	722
Professional fees	7	32,597	67,792
Loss and comprehensive loss for the period		$ (42,854)	$ (75,455)
Basic and diluted loss per common share		$ (0.00)	$ (0.01)
Weighted average number of common shares outstanding - basic and diluted		24,354,274	13,225,100

The accompanying notes are an integral part of these interim condensed financial statements.

AEONIAN RESOURCES LTD.
INTERIM CONDENSED STATEMENTS OF CASH FLOWS
(Expressed in Canadian dollars)
(Unaudited)

	Three months ended January 31, 2025	Three months ended January 31, 2024
CASH FLOWS USED IN OPERATING ACTIVITIES
Net loss for the period	$ (42,854)	$ (75,455)
Items not involving cash:
Accretion of interest	6,316	6,560
Changes in non-cash working capital items:
Receivables	(2,643)	(2,143)
Accounts payable and accrued liabilities	31,478	32,372
Due to related parties	6,563	10,349
Net cash used in operating activities	(1,140)	(28,317)
CASH FLOWS USED IN INVESTING ACTIVITIES
Prepaids	(20,000)	-
Net cash used in investing activities	(20,000)	-
CASH FLOWS FROM FINANCING ACTIVITIES
Shares issued for cash	50,000	-
Share issuance costs	(1,350)	-
Net cash from financing activities	48,650	-
Change in cash during the period	27,510	(28,317)
Cash, beginning of period	120,770	118,604
Cash, end of period	$ 148,280	$ 90,287
Interest paid	$ -	$ -

Supplemental disclosures with respect to cash flows (Note 10)

The accompanying notes are an integral part of these interim condensed financial statements.

AEONIAN RESOURCES LTD.
INTERIM CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Expressed in Canadian dollars)
(Unaudited)

	Share Capital		Special Warrants
	Number	Amount	Number	Amount	Subscription received in advance	Reserves	Accumulated deficit	Total
Balance, October 31, 2023	13,225,100	$ 462,501	10,677,000	$ 525,144	$ -	$ -	$ (346,644)	$ 641,001
Net loss for the period	-	-	-	-	-	-	(75,455)	(75,455)
Balance, January 31, 2024	13,225,100	462,501	10,677,000	525,144	-	-	(422,099)	565,546
Subscription received in advance	-	-	-	-	80,000	-	-	80,000
Conversion of special warrants	10,677,000	525,144	(10,677,000)	(525,144)	-	-	-	-
Net loss for the period	-	-	-	-	-	-	(188,866)	(188,866)
Balance, October 31, 2024	23,902,100	987,645	-	-	80,000	-	(610,965)	456,680
Shares issued in private placement	1,300,000	130,000	-	-	(80,000)	-	-	50,000
Share issuance costs	-	(2,239)	-	-	-	889	-	(1,350)
Net loss for the period	-	-	-	-	-	-	(42,854)	(42,854)
Balance, January 31, 2025	25,202,100	$ 1,115,406	-	$ -	$ -	$ 889	$ (653,819)	$ 462,476

The accompanying notes are an integral part of these interim condensed financial statements.

AEONIAN RESOURCES LTD.
Notes to the Interim Condensed Financial Statements
For the three months ended January 31, 2025
(Expressed in Canadian dollars)
(Unaudited)

NATURE OF OPERATIONS

Aeonian Resources Ltd. (“Aeonian” or the “Company”) was incorporated on September 15, 2020 under the laws of British Columbia, Canada.

The Company’s head office is located at Suite 330 – 470 Granville Street, Vancouver, BC, Canada.

BASIS OF PRESENTATION

Statement of compliance

These unaudited interim condensed financial statements, including comparatives that are unaudited, have been prepared in accordance with IAS 34 (“IAS 34”) using accounting policies consistent with the IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

These interim condensed financial statements have been prepared using accounting policies consistent with those used in the Company’s audited annual financial statements for the year ended October 31, 2024 except for income tax expense which is recognized and disclosed for the full financial year in the audited financial statements.

These interim condensed financial statements were authorized by the Board of Directors on April 14, 2025.

Basis of presentation

Functional and presentation currency

Going concern

AEONIAN RESOURCES LTD.
Notes to the Interim Condensed Financial Statements
For the three months ended January 31, 2025
(Expressed in Canadian dollars)
(Unaudited)

BASIS OF PRESENTATION (cont'd...)

Going concern

These financial statements have been prepared in accordance with IFRS on a going concern basis, which contemplates that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. Accordingly, these financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. As at January 31, 2025, the Company has an accumulated deficit of $653,819 (October 31, 2024 - $610,965), has a working capital deficiency of $17,558 (October 31, 2024 - $7,270) and has incurred significant losses. These material uncertainties may cast significant doubt as to the ability of the Company to meet its obligations as they come due, and accordingly, the appropriateness of the use of accounting principles applicable to a going concern. The recovery of amounts capitalized for exploration and evaluation assets at January 31, 2025 and October 31, 2024 in the statements of financial position is dependent upon the ability of the Company to arrange appropriate financing to complete the development and continued exploration of the properties. The Company plans to raise funds primarily through the issuance of shares or obtain profitable operations. The outcome of these matters cannot be predicted at this time.

MATERIAL ACCOUNTING POLICIES

These Interim Condensed Financial Statements have been prepared using accounting policies consistent with those used in the Company's audited consolidated financial statements for the year ended October 31, 2024. The Company did not adopt any new accounting standards during the period ended January 31, 2025.

The significant estimates and judgments are the same as those disclosed in the Company's annual audited financial statements for the year ended October 31, 2024.

EXPLORATION AND EVALUATION ASSETS

The Koocanusa Property consists of 38 mining claims located in Cranbrook, British Columbia, Canada. As of January 31, 2025, the cumulative staking cost is $40,481 (October 31, 2024 - $40,481).

On July 3, 2023, the Company entered into a purchase agreement with Earthwise Minerals Corp. pursuant to which the Company paid $10,000 and incurred $8,000 in exploration expenditures.

	Koocanusa Property (British Columbia)
Balance, October 31, 2023	$ 611,278
Exploration
Travel	3,954
BC mining exploration tax credit	(53,309)
Balance, October 31, 2024	561,923
Exploration
Report	2,400
Balance, January 31, 2025	$ 564,323

AEONIAN RESOURCES LTD.
Notes to the Interim Condensed Financial Statements
For the three months ended January 31, 2025
(Expressed in Canadian dollars)
(Unaudited)

4. EXPLORATION AND EVALUATION ASSETS (cont'd...)

Title to resource properties

Although the Company has taken steps to verify the title to exploration properties in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company’s title. Property title may be subject to unregistered prior agreements or transfers and title may be affected by undetected defects.

Reclamation bonds

During the year ended October 31, 2024, the Company paid $12,000 to Kootenay Silver Inc. who transferred its permit deposits to the Company.

Realization of assets

Environmental

AEONIAN RESOURCES LTD.

Notes to the Interim Condensed Financial Statements

For the three months ended January 31, 2025

(Expressed in Canadian dollars)

(Unaudited)

5. LONG-TERM LOAN

On May 15, 2023, the Company entered into a loan agreement with Strata Geodata Services ("SGDS-Hive"), a company controlled by the Company's CEO and director Andy Randell. Pursuant to the loan agreement, SGDS-Hive settled $267,281 in accounts payable and accrued liabilities for a cash payment of $20,000 (paid) and a loan in the amount of $180,000 that will be repaid according to the following schedule:

(a) $80,000 on or before May 15, 2025, the second anniversary of this agreement; and
(b) $100,000 on or before May 15, 2026, the third anniversary of this agreement.

The loan bears no interest and is unsecured.

The long-term loan activities during the three months ended January 31, 2025 and the year ended October, 2024 are as follows:

		Loan
Balance at October 31, 2023		$ 113,534
Repayment of loan		(18,000)
Gain on loan extinguishment		(11,162)
Accretion of interest		25,601
Balance at October 31, 2024		109,973
Accretion of interest		6,316
Balance at January 31, 2025		$ 116,289
	January 31, 2025	October 31, 2024
Current	$ -	$ -
Long-term	116,289	109,973
	$ 116,289	$ 109,973

AEONIAN RESOURCES LTD.
Notes to the Interim Condensed Financial Statements
For the three months ended January 31, 2025
(Expressed in Canadian dollars)
(Unaudited)

6. SHAREHOLDERS’ EQUITY

Authorized - unlimited number of common shares without par value.

Share issuance

At January 31, 2025, the Company had 25,202,100 (October 31, 2024 – 23,902,100) common shares issued and outstanding.

During the three months ended January 31, 2025:

On December 30, 2024, the Company closed a private placement by issuing 1,300,000 flow-through share units at $0.10 per unit for total proceeds of $130,000. Each unit is composed of one flow-through share and one half non-flow-through common share purchase warrant. Each full warrant is exercisable into one common share until the date that is two years from the date of listing at a price of $0.15. There was no value assigned to the common share purchase warrant or the flow-through aspect of the unit. The Company paid $1,350 finder’s fees and issued 13,500 finder’s warrants (valued at $889 using the Black-Scholes Option Pricing Model) exercisable at $0.14 per share and with the same terms as the warrants issued with the unit otherwise.

During the year ended October 31, 2024:

On February 9, 2024, 10,677,000 Special Warrants outstanding were all converted into Units at no additional cost.

Special warrants

Special warrant transactions are summarized as follows:

	Number of Warrants
Balance, October 31, 2023	10,677,000
Converted into share units	(10,677,000)
Balance, October 31, 2024 and January 31, 2025	-

Each of the Company’s issued special warrants are convertible into a common share unit of the Company for no additional consideration. Upon conversion, each unit consists of one common share and one share purchase warrant (“Unit”). Conversion can occur anytime at the option of the holder, subject to automatic conversion that is the earlier of: (i) the third business day after the date on which a receipt for a final prospectus to qualify for distribution of the shares is received by the Company from the British Columbia Securities Commission; and (ii) the date that is one year following closing of the private placement (“Special Warrants”). Special warrants were issued at different subscription prices, and share purchases warrants included in the Units contain different terms.

On February 9, 2024, 10,677,000 Special Warrants outstanding were all converted into Units at no additional cost.

There were no special warrants issued during the three months ended January 31, 2025 or the year ended October 31, 2024. At January 31, 2025, the Company had Nil (October 31, 2024 - Nil) Special Warrants issued and outstanding.

AEONIAN RESOURCES LTD.
Notes to the Interim Condensed Financial Statements
For the three months ended January 31, 2025
(Expressed in Canadian dollars)
(Unaudited)

SHAREHOLDERS’ EQUITY (cont’d...)

Warrants

On December 30, 2024, the Company issued 650,000 share purchase warrants in a private placement. Each warrant is exercisable into one common share until the date that is two years from the date of listing at a price of $0.15.

The Company also issued 13,500 finder’s warrants exercisable at $0.14 per share and with the same terms. The fair value ($889; $0.066 per warrant) of the finder’s warrants was determined by using Black Scholes model.

Warrant transactions are summarized as follows:

	Number of Warrants	Weighted Average Exercise Price
Balance, October 31, 2023	3,700,000	$ 0.08
Issued upon conversion of special warrants	10,677,000	0.10
Balance, October 31, 2024	14,377,000	0.11
Issued in private placement	663,500	0.15
Balance, January 31, 2025	15,040,500	$ 0.11

As at January 31, 2025, the following warrants are outstanding and exercisable:

Number of Warrants	Exercise Price	Expiry Date
70,000	$0.12	One year from listing date
10,607,000	$ 0.10 first year
	$0.25 second year	Two years from listing date
1,200,000	$ 0.10 first year
	$0.25 second year	April 21, 2025
650,000	$0.15	Two years from listing date
13,500	$0.14	Two years from listing date
2,500,000	$0.07	September 1, 2026

AEONIAN RESOURCES LTD.

Notes to the Interim Condensed Financial Statements

For the three months ended January 31, 2025

(Expressed in Canadian dollars)

(Unaudited)

7. RELATED PARTY TRANSACTIONS

The Company entered into the following transactions with key management during the three months ended January 31, 2025:

a) The Company carries out exploration work through SGDS-Hive, a company controlled by the director and CEO. As of January 31, 2025, the Company had $149 (October 31, 2024 - $149) payable to SGDS-Hive for expense reimbursement.

On May 15, 2023, SGDS-Hive forgave accounts payable of $67,281 and agreed to turn the balance of $180,000 into a long-term loan without interest (Note 5). During the year ended October 31, 2024, the Company repaid $18,000 to SGDS-Hive. As of January 31, 2025, the loan balance is $162,000 (October 31, 2024 - $162,000).

b) the Company paid or accrued $6,250 (2024 - $11,125) of professional fees to a company controlled by the CFO of the Company. As of January 31, 2025, the Company had $18,821 (October 31, 2024 - $12,258) payable to a company controlled by the CFO.

c) The Company advanced $20,000 (2024 - $Nil) to a company controlled by a director for exploration program to be carried out.

Due to related parties do not bear interest, are unsecured and repayable on demand.

8. FAIR VALUE MEASUREMENT AND RISK MANAGEMENT

IFRS 13, Fair Value Measurement, establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The following table sets forth the Company’s financial instruments measured at fair value by level within the fair value hierarchy:

October 31, 2024	Level 1	Level 2	Level 3
Financial assets at FVTPL
Cash	$ 120,770	$ -	$ -
January 31, 2025	Level 1	Level 2	Level 3
Financial assets at FVTPL
Cash	$ 148,280	$ -	$ -

AEONIAN RESOURCES LTD.
Notes to the Interim Condensed Financial Statements
For the three months ended January 31, 2025
(Expressed in Canadian dollars)
(Unaudited)

8. FAIR VALUE MEASUREMENT AND RISK MANAGEMENT (cont'd...)

Financial risk management (cont'd...)

The Company’s objective in risk management is to maintain its ability to continue as a going concern. It is exposed to the following risks:

Liquidity risk

Liquidity risk is the risk that the Company might not be able to meet its obligations and commitments as they come due. As at January 31, 2025, the Company had cash of $148,280 (October 31, 2024 - $120,770) and a working capital deficiency of $17,558 (October 31, 2024 - $7,270).

Credit risk

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and equity prices.

i. Interest rate risk

Interest rate risk arises from changes in market rates of interest that could adversely affect the Company. The Company’s exposure to interest rate risk is insignificant.

ii. Foreign exchange risk

As at January 31, 2025 and October 31, 2024, the majority of the Company’s cash was held in Canadian dollars, the Company’s functional and reporting currency. The majority of the Company’s accounts payable and accrued liabilities are denominated in Canadian dollars. Currency risk is not significant.

iii. Equity price risk

9. CAPITAL MANAGEMENT

AEONIAN RESOURCES LTD.
Notes to the Interim Condensed Financial Statements
For the three months ended January 31, 2025
(Expressed in Canadian dollars)
(Unaudited)

10. SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS

During the three months ended January 31, 2025, the Company

a) has $2,400 (January 31, 2024 - $Nil) of exploration and evaluation assets included in accounts payable and accrued liabilities as of January 31, 2025.
b) issued 13,500 finder’s warrants valued at $889, which was recorded as share issuance costs (Note 6).

There were no significant non-cash financing or investing activities during the three months ended January 31, 2024.

11. PROPOSED TRANSACTION WITH ALTINA CAPITAL CORP. ("ALTINA")

Altina will complete a private placement (the "Altina Private Placement") of Altina Units at a price of $0.10 per Altina Unit. Each Altina Unit will be comprised of one common share in the capital of Altina (an "Altina Share") and one Altina Share purchase warrant (an "Altina Warrant"), with each Altina Warrant exercisable to acquire one additional Altina Share at an exercise price of $0.15 per share for a period of two years from the date of issuance; and
The Company will complete a private placement (the "Aeonian Private Placement") of units (each, an "Aeonian Unit") at a price of $0.10 per Aeonian Unit. Each Aeonian Unit will be comprised of one common share in the capital of the Company (each, an "Aeonian Share") that qualifies as a "flow-through share" and one-half of one Aeonian Share purchase warrant (an "Aeonian Warrant"), with each whole Aeonian Warrant exercisable to acquire one additional Aeonian Share at an exercise price of $0.15 per share for a period of two years from the date of issuance.

On January 3, 2025, the Amended Agreement was further amended to extend the period of the agreement to February 15, 2025.

SCHEDULE “F”

MANAGEMENT’S DISCUSSION AND ANALYSIS OF AEONIAN FOR THE THREE MONTHS ENDED JANUARY 31, 2025

AEONIAN RESOURCES LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For The Three Months Ended January 31, 2025

(Expressed in Canadian Dollars)

AEONIAN RESOURCES LTD.
Management Discussion and Analysis
For the three months ended January 31, 2025
(Expressed in Canadian dollars)

GENERAL

Aeonian Resources Ltd. ("Aeonian" or the "Company") was incorporated on September 15, 2020 under the laws of British Columbia, Canada.

The Company's principal business activity is the acquisition and exploration of mineral property interests. The Company is in the exploration stage and substantially all the Company's efforts are devoted to financing and developing these property interests. There has been no determination whether the Company's interests in unproven exploration and evaluation assets contain economically recoverable mineral resources.

The Company's head office is located at Suite 330 – 470 Granville Street, Vancouver, British Columbia, Canada.

The following management's discussion and analysis ("MD&A") of the Company has been prepared as of April 14, 2025. This MD&A should be read in conjunction with the Company's unaudited interim condensed financial statements and the accompanying notes for the three months ended January 31, 2025, and the audited financial statements and the notes thereto for the years ended October 31, 2024 and 2023.

The Company prepares its financial statements in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). The financial statements have been prepared using the accrual basis of accounting except for cash flow information. All figures are expressed in Canadian dollars except where otherwise indicated.

Management is responsible for the preparation and integrity of the Financial Statements, including the maintenance of appropriate information systems, procedures and internal controls. Management is also responsible for ensuring that information disclosed externally, including the financial statements and MD&A, is complete and reliable.

FORWARD-LOOKING STATEMENTS

This MD&A contains forward-looking statements, such as estimates and statements regarding the Company's goals and future plans, including words to the effect that the Company expects a stated result or event to occur. These forward-looking statements are subject to known or unknown risks and uncertainties, which could cause actual results or performance of the Company to differ materially from results implied by such forward-looking information. Factors that could cause the actual results to differ include commodity price fluctuations, capital market access, global economy and politics, government regulations, environmental restrictions, tariffs, exploration results, mineral title disputes, limitation on insurance coverage and availability of consultants delivering timely services, as well as those factors discussed in the section entitled "Risks and Uncertainties" in this MD&A.

Although the Company has attempted to identify important factors that could affect the Company or may cause actual actions, events or results to differ, there may be other causing factors out of the Company's anticipation or estimation. Forward-looking statements contained herein are made as of the date of this MD&A and the Company disclaims any obligation to update any forward-looking statements, whether because of new information, future events or results otherwise. Accordingly, readers are advised not to place undue reliance on forward-looking statements.

PROPOSED TRANSACTION WITH ALTINA CAPITAL CORP. ("ALTINA")

AEONIAN RESOURCES LTD.
Management Discussion and Analysis
For the three months ended January 31, 2025
(Expressed in Canadian dollars)

Pursuant to the Original and the Amended Agreement, Altina will acquire all of the issued and outstanding securities of the Company on a one for one basis, resulting in a reverse takeover of Altina. Not including securities to be issued under the Concurrent Financing (defined below), former shareholders of Aeonian will hold, in aggregate, at least 23,902,100 common shares, representing approximately 75% of the 31,902,100 common shares (on a non-diluted basis) of the combined company (the "Resulting Issuer") expected to be outstanding after completion of the proposed transaction. Pursuant to the Amended Agreement, in connection with the Transaction and as a condition to its closing, both the Company and Altina will complete individual private placements (the "Amended Concurrent Financing") for minimum combined aggregate gross proceeds of $800,000 on the following terms:

Altina will complete a private placement (the "Altina Private Placement") of Altina Units at a price of $0.10 per Altina Unit. Each Altina Unit will be comprised of one common share in the capital of Altina (an "Altina Share") and one Altina Share purchase warrant (an "Altina Warrant"), with each Altina Warrant exercisable to acquire one additional Altina Share at an exercise price of $0.15 per share for a period of two years from the date of issuance; and
The Company will complete a private placement (the "Aeonian Private Placement") of units (each, an "Aeonian Unit") at a price of $0.10 per Aeonian Unit. Each Aeonian Unit will be comprised of one common share in the capital of the Company (each, an "Aeonian Share") that qualifies as a "flow-through share" and one-half of one Aeonian Share purchase warrant (an "Aeonian Warrant"), with each whole Aeonian Warrant exercisable to acquire one additional Aeonian Share at an exercise price of $0.15 per share for a period of two years from the date of issuance.

On January 3, 2025, the Amended Agreement was further amended to extend the period of the agreement to February 15, 2025.

MINERAL PROPERTY

Koocanusa Property (British Columbia)

The Koocanusa Property consists of 38 mining claims located in Cranbrook, British Columbia, Canada. As of January 31, 2025, the Company incurred a cumulative staking cost of $40,481 (October 31, 2024 - $40,481).

On July 3, 2023, the Company entered into a purchase agreement with Earthwise Minerals Corp. pursuant to which the Company paid $10,000 and incurred $8,000 in exploration expenditures.

AEONIAN RESOURCES LTD.
Management Discussion and Analysis
For the three months ended January 31, 2025
(Expressed in Canadian dollars)

	Koocanusa Property (British Columbia)
Balance, October 31, 2023	$ 611,278
Exploration
Travel	3,954
BC mining exploration tax credit	(53,309)
Balance, October 31, 2024	561,923
Exploration
Report	2,400
Balance, January 31, 2025	$ 564,323

Exploration update

The Phase One program recommended would consist of building on target zones through additional mapping, soil sampling and geophysical survey work, which was given an estimated budget of $204,380. Phase Two would expand on favourable targets with drilling and trenching activities to recover core and test grades and continuity at depth.

Qualified Persons

AEONIAN RESOURCES LTD.
Management Discussion and Analysis
For the three months ended January 31, 2025
(Expressed in Canadian dollars)

SELECTED ANNUAL INFORMATION

The following table provides a brief summary of the Company’s financial operations. For more detailed information, refer to the Financial Statements.

As at October 31,

	2024	2023	2022
Current assets	$ 142,910	$ 148,364	$ 151,348
Non-current assets	573,923	611,278	255,396
Total assets	716,833	759,642	406,744
Current liabilities	150,180	5,107	286,472
Non-current liabilities	109,973	113,534	-
Shareholders' equity	456,680	641,001	120,272
Total liabilities and shareholders' equity	716,833	759,642	406,744
Working capital (deficiency)	$ (7,270)	$ 143,257	$ (135,124)

For the year ended October 31,

	2024	2023	2022
Revenue	$ -	$ -	$ -
Expenses	(264,321)	(186,915)	(154,443)
Loss and comprehensive loss for the year	$ (264,321)	$ (186,915)	$ (154,443)
Basic and diluted loss per share	$ (0.01)	$ (0.02)	$ (0.08)
Weighted average number of common shares outstanding – Basic and diluted	20,955,715	8,180,648	1,902,648

REVIEW OF FINANCIAL RESULTS

Three months ended January 31, 2025 and 2024

For the three months ended January 31, 2025, the Company incurred net loss of $42,854 as compared to a net loss $75,455 for the comparative three-month period ended January 31, 2024.

The major items were as follows:

Accretion and interest of $9,649 (2024 - $6,560) is mainly related to the long term loan agreement entered into with the CEO and director of the Company.
Professional fees of $32,597 (2024 - $67,792) consists of $Nil (2024 - $50,000) audit accrual, $26,347 (2024 - $6,667) legal fees, and $6,250 (2024 - $11,125) accounting fees paid to the CFO of the Company.

AEONIAN RESOURCES LTD.
Management Discussion and Analysis
For the three months ended January 31, 2025
(Expressed in Canadian dollars)

QUARTERLY INFORMATION

The Company was not a reporting issuer as at January 31, 2025 and as a result quarterly reporting is not required.

LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN

The Company is in the exploration stage and no revenue has been generated to date. As at January 31, 2025, the Company had cash of $148,280 (October 31, 2024 - $120,770) and a working capital deficiency of $17,558 (October 31, 2024 - $7,270).

In the past, operating capital and exploration requirements have been funded primarily from equity financing and the Company will need to arrange equity or other financings in order to continue in operation. While the Company has been successful in raising capital in the past, there can be no assurance that such financing will be available to the Company in the amount required or that it can be obtained on terms satisfactory to the Company. The Company's current financial situation indicates material uncertainties that cast significant doubt about the Company's ability to continue as a going concern.

Cash Flows

In operating activities, the Company used cash of $1,140 in the three months ended January 31, 2025, as compared with a cash outflow of $28,317 in the comparative three months ended January 31, 2024.

In investing activities, the Company used cash of $20,000 in the three months ended January 31, 2025, as compared with a cash outflow of $Nil in the comparative three months ended January 31, 2024.

In financing activities, the Company completed a flow-through financing by issuing 1,300,000 share units at $0.10 per unit for gross proceeds of $130,000. The Company paid $1,350 cash finder's fees. There were no financing activities during the comparative three months ended January 31, 2024.

Long term loan with the CEO and director of the Company

On May 15, 2023, the Company entered into a loan agreement with Strata Geodata Services ("SGDS-Hive"), a company controlled by the Company's CEO and director Andy Randell. Pursuant to the loan agreement, SGDS-Hive forgave $267,281 in accounts payable and accrued liabilities in return for a cash payment of $20,000 (paid) and a loan in the amount of $180,000 that will be repaid according to the following schedule:

(a) $80,000 on or before May 15, 2025, the second anniversary of this agreement; and
(b) $100,000 on or before May 15, 2026, the third anniversary of this agreement.

The loan bears no interest and is unsecured.

SUBSEQUENT EVENTS

None

AEONIAN RESOURCES LTD.
Management Discussion and Analysis
For the three months ended January 31, 2025
(Expressed in Canadian dollars)

OUTSTANDING SHARE DATA

The following table summarizes the Company’s outstanding share data as of the date of this MD&A:

	Number of securities
Common shares	25,202,100
Warrants	15,040,500

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements.

RELATED PARTY TRANSACTIONS

The Company entered into the following transactions with key management during the three months ended January 31, 2025:

On May 15, 2023, SGDS-Hive forgave accounts payable of $67,281 and agreed to turn the balance of $180,000 into a long-term loan without interest (Note 5). During the year ended October 31, 2024, the Company repaid $18,000 to SGDS-Hive. As of January 31, 2025, the loan balance is $162,000 (October 31, 2024 - $162,000).

c) The Company advanced $20,000 (2024 - $Nil) to a company controlled by a director for exploration program to be carried out.

Due to related parties do not bear interest, are unsecured and repayable on demand.

FINANCIAL INSTRUMENTS AND RELATED RISKS

Financial risk management

The Company’s objective in risk management is to maintain its ability to continue as a going concern. It is exposed to the following risks:

Liquidity risk

AEONIAN RESOURCES LTD.
Management Discussion and Analysis
For the three months ended January 31, 2025
(Expressed in Canadian dollars)

Credit risk

Credit risk arises from cash held with financial institutions as well as credit exposure on outstanding receivables. The Company's cash is held at high-credit rating financial institutions. Receivables only consist of refundable government goods and services tax. The Company has minimal credit risk.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and equity prices.

i. Interest rate risk

Interest rate risk arises from changes in market rates of interest that could adversely affect the Company. The Company's exposure to interest rate risk is insignificant.

ii. Foreign exchange risk

As at January 31, 2025 and October 31, 2024, the majority of the Company's cash was held in Canadian dollars, the Company's functional and reporting currency. The majority of the Company's accounts payable and accrued liabilities are denominated in Canadian dollars. Currency risk is not significant.

iii. Equity price risk

Equity price risk arises from market fluctuations in equity prices that could adversely affect the Company's operations. The Company's current exposure to equity price risk is limited to declines in the values and volumes including those of its own shares, which could impede its ability to raise additional funds when required.

RISKS AND UNCERTAINTIES

The Company's business is the exploration and development of mineral properties. As a result, the Company's operations are speculative. The Company has no history of profitable operations, and its present business is at an early stage. As such, the Company is subject to many risks common to such enterprises, including under-capitalization, cash shortages and limitations with respect to personnel, financial and other resources, and the lack of revenues. There is no assurance that the Company will be successful in achieving a return on shareholders' investment.

Early Stage - Need for Additional Funds - The Company has no history of profitable operations, and its present business is at an early stage. As such, the Company is subject to many risks common to such enterprises, including under-capitalization, cash shortages and limitations with respect to personnel, financial and other resources, and the lack of revenues. There is no assurance that the Company will be successful in achieving a return on shareholders' investment and the likelihood of success must be considered in light of its early stage of operations.

AEONIAN RESOURCES LTD.
Management Discussion and Analysis
For the three months ended January 31, 2025
(Expressed in Canadian dollars)

processing facilities at a particular site. It is impossible to ensure that the acquisition, exploration or development programs planned by the Company will result in a profitable commercial mining operation. The potential for any project to eventually become an economically viable operation depends on numerous factors including: the quantity and quality of the minerals discovered if any, the proximity to infrastructure, metal and mineral prices (which vary considerably over time) and government regulations. The exact effect these factors can have on any given exploration property cannot accurately be predicted but the effect can be materially adverse.

Environmental Risk - Current or future environmental laws and regulations may affect the operations of the Company. These laws and regulations set various standards regulating certain aspects of health and environmental quality. They provide for penalties and other liabilities for the violation of such standards and establish, in certain circumstances, obligations to rehabilitate current and former facilities and locations where operations are or were conducted. Furthermore, the permission to operate could be withdrawn temporarily where there is evidence of serious breaches of health and safety, or even permanently in the case of extreme breaches. Significant liabilities could be imposed on the Company for damages, clean-up costs or penalties in the event of certain discharges into the environment, environmental damages caused by previous owners of acquired properties or non-compliance with environmental laws or regulations. The Company intends to minimize these risks by taking steps to ensure compliance with environmental, health and safety laws and regulations and operating to international environmental standards.

Commodity Prices - The market price of precious metals and other minerals is volatile and cannot be controlled.

Conflicts - The Company's directors and officers serve as directors or officers or may be associated with other reporting companies or have significant shareholdings in other public companies. To the extent that such other companies may participate in business or asset acquisitions, dispositions, or ventures in which the Company may participate, the directors and officers of the Company may have a conflict of interest in negotiating and concluding terms respecting the transaction.

Dependence on Key Personnel - The Company is very dependent upon the personal efforts and commitment of its existing management. To the extent that management's services would be unavailable for any reason, a disruption to the operations of the Company could result, and other persons would be required to manage and operate the Company.

Competition - The mineral industry is intensely competitive in all its phases. The Company competes with many other mineral exploration companies who have greater financial resources and technical capacity.

Political Risk - The Company's operations and investments may be affected by local political and economic developments including: expropriation; nationalization; invalidation of governmental orders; tariffs, permits or agreements pertaining to property rights; failure to enforce existing laws; failure to uphold property rights; political unrest; labour disputes; inability to obtain or delays in obtaining necessary mining permits; opposition to mining from local, environmental or other non-governmental organizations; government participation; royalties, duties, rates of exchange, high rates of inflation, price controls, exchange controls, currency fluctuations; taxation and changes in laws, regulations or policies; as well as by laws and policies of Canada affecting foreign trade, investment and taxation.

SCHEDULE “G”

UNAUDITED PRO FORMA STATEMENT OF FINANCIAL POSITION OF THE RESULTING ISSUER AS AT SEPTEMBER 30, 2024

[see attached]

AEONIAN RESOURCES CORP.
(Formerly Altina Capital Corp.)

PRO-FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(Unaudited)
(Expressed in Canadian Dollars)

SEPTEMBER 30, 2024

AEONIAN RESOURCES CORP.
(Formerly Altina Capital Corp.)
PRO-FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(Expressed in Canadian Dollars – Unaudited)

	Altina Capital Corp. September 30, 2024	Aeonian Resources Ltd. January 31, 2025	Note	Pro-forma Adjustments	Pro-forma Consolidated
	$	$		$	$
Current assets
			3c	(79,600)
			3b	(14,500)
			3b	(149,000)
Cash	222,185	148,280	3b	771,000	898,365
Amounts receivable	-	24,783		-	24,783
Total current assets	222,185	173,063		527,900	923,148
Non-current assets
Reclamation bonds	-	12,000		-	12,000
Prepaids	-	20,000		-	20,000
Exploration and evaluation assets	-	564,323		-	564,323
Total assets	222,185	769,386		527,900	1,519,471
Current liabilities
Accounts payable and accrued liabilities	28,276	171,651		-	199,927
Subscription received	149,000	-	3b	(149,000)	-
Due to related parties	-	18,970		-	18,970
Total current liabilities	177,276	190,621		(149,000)	218,897
Non-current liabilities
Long-term loan	-	116,289		-	116,289
Total liabilities	177,276	306,910		(149,000)	335,186
Shareholders' equity
			3b	(14,500)
			3b	(8,035)
			3d	800,000
			3b	771,000
Share capital	484,380	1,115,406	3d	(484,380)	2,663,871
			3b	8,035
			3d	70,714
Contributed surplus	79,192	889	3d	(79,192)	79,638
			3c	(79,600)
			3d	(825,805)
Deficit	(518,663)	(653,819)	3d	518,663	(1,559,224)
Total shareholders' equity	44,909	462,476		676,900	1,184,285
Total liabilities and shareholders' equity	222,185	769,386		527,900	1,519,471

The accompanying notes are an integral part of the pro-forma consolidated statement of financial position.

AEONIAN RESOURCES CORP.
(Formerly Altina Capital Corp.)
NOTES TO PRO-FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(Expressed in Canadian Dollars – Unaudited)

BASIS OF PRESENTATION

Altina Capital Corp. (TSX-V: ALTN.P) (the “Company” or “Altina”) was incorporated on August 23, 2019 under the laws of British Columbia and is a Capital Pool Company as defined in the TSX Venture Exchange (“TSX-V”) Policy 2.4. On September 21, 2020, the Company completed its initial public offering. The Company’s common shares are listed for trading on the TSX-V under the trading symbol ALTN.P. The head office and the records and registered office is located at 25th Floor, 700 W Georgia St. Vancouver, British Columbia, V7Y 1B3.

The unaudited pro-forma consolidated statement of financial position has been prepared by management for disclosure in the filing statement of Altina dated April 14, 2025, in conjunction with the acquisition of 100% interest in Aeonian Resources Ltd. (“Aeonian”).

This unaudited pro-forma consolidated statement of financial position has been compiled in accordance with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), applied on a basis consistent with Aeonian’s accounting policies.

The unaudited pro-forma consolidated statement of financial position is not necessarily indicative of the financial position or results of operations which would have resulted if the combination had actually occurred as set out in Note 2.

The unaudited pro-forma consolidated statement of financial position has been derived from and should be read in conjunction with the following:

i) the interim financial statements of the Company for the nine months ended September 30, 2024; and
ii) the interim financial statements of Aeonian for the three months ended January 31, 2025.

The unaudited pro-forma consolidated statement of financial position has been prepared assuming the acquisition and associated financings as described in Notes 2 and 3 closed on September 30, 2024.

It is management’s opinion that this unaudited pro-forma consolidated statement of financial position includes all adjustments necessary for the fair presentation of the acquisition. The unaudited pro-forma consolidated statement of financial position is not intended to reflect the financial position or results of operations of the Company, which would have actually resulted had the acquisition been effected on the dates indicated. Actual amounts recorded upon consummation of the acquisition will differ from those recorded in the unaudited pro-forma consolidated statement of financial position and the differences may be material.

PROPOSED SHARE EXCHANGE

Further to the non-binding letter of intent on February 11, 2024, on March 27, 2024, the Company entered into a definitive Amalgamation Agreement (the “Amalgamation Agreement”) with Aeonian to proceed with a proposed qualifying transaction involving the merger of the Company and Aeonian. The Amalgamation Agreement was further amended and restated on November 15, 2024.

Pursuant to the Amalgamation Agreement, Altina will acquire all of the issued and outstanding securities of Aeonian on a one for one basis, resulting in a reverse takeover of Altina. Not including securities to be issued under the Concurrent Financing (defined below), former shareholders of Aeonian will hold, in aggregate, at least 23,902,100 common shares, representing approximately 75% of the 31,902,100 common shares (on a non-diluted basis) of the combined company (the "Resulting Issuer") expected to be outstanding after completion of the proposed transaction.

Because the former shareholders of Aeonian will obtain control of the Resulting Issuer, the transaction is considered a purchase of Altina’s operation by Aeonian and is accounted for as a reverse acquisition.

After the completion of the proposed transaction, Altina will change its name to “Aeonian Resources Corp.”.

AEONIAN RESOURCES CORP.

(Formerly Altina Capital Corp.)

NOTES TO PRO-FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(Expressed in Canadian Dollars – Unaudited)

3. PRO-FORMA ADJUSTMENTS

The unaudited pro-forma consolidated statement of financial position was prepared based on the following assumptions:

a) The unaudited pro-forma consolidated statement of financial position gives effect to the transactions as if they had been in effect as at September 30, 2024.

b) The Company completes a private placement of issuing 7,710,000 units at a price of $0.10 per unit for gross proceeds of $771,000 ($149,000 received as of September 30, 2024). Each unit is comprised of one common share in the capital of the Company and one share purchase warrant, with each warrant exercisable to acquire one additional share at an exercise price of $0.15 per share for a period of two years from the date of issuance. The Company paid $14,500 finders’ fee and issued 145,000 finders’ warrants that are valued at $8,035 as determined by using Black Scholes model.

c) The Company incurs $79,600 of legal, accounting, audit and filing fees in relation with this transaction.

d) The transaction will constitute a reverse takeover. Although Altina will be regarded as the legal parent and continuing company, Aeonian will be the acquirer for accounting purposes. Consequently, Aeonian will be deemed to be a continuation of the reporting entity, and control of the assets and operations of Altina will be deemed to have been acquired in consideration for the issuance of the Resulting Issuer’s shares to the former shareholders of Altina. At the time of the transaction, Altina will not constitute a business as defined under IFRS 3 Business Combination; therefore, the transaction will be accounted for under IFRS 2 Share-Based Payment, where the difference between the consideration given to acquire Altina and the net assets of Altina assumed is recorded as listing expense. The net assets assumed pursuant to the acquisition are as follows:

Fair value of consideration
Fair value of 8,000,000 Altina common shares at $0.10 per share	$ 800,000
Fair value of 800,000 Altina options revalued (see note e below)	70,714
Total purchase consideration	870,714
Net assets acquired	44,909
Listing expense	$ 825,805

The net assets of Altina assumed of $44,909 are recognized initially at fair value. It is assumed the carrying amounts of Altina’s net assets approximates their fair value.

AEONIAN RESOURCES CORP.
(Formerly Altina Capital Corp.)
NOTES TO PRO-FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(Expressed in Canadian Dollars – Unaudited)

PRO-FORMA ADJUSTMENTS (continued)

e) The assumptions used in the Black-Scholes option price model for a valuation of options are as follows:

Assumptions	700,000 existing options exercisable at $0.10 per share	100,000 existing options exercisable at $0.24 per share
Risk free interest rate	2.90%	2.90%
Volatility	125%	125%
Expected life of options	6 years	7.42 years
Dividend rate	0%	0%

SHARE CAPITAL AND RESERVES

Share capital in the unaudited pro-forma consolidated financial position is comprised of the following:

	Notes	Number of shares issued	Share capital	Reserves
			$	$
Aeonian, balance, prior to share exchange		25,202,100	1,115,406	889
Altina, balance, prior to share exchange		8,000,000	484,380	79,192
Altina shares issued to Aeonian shareholders	3d	25,202,100	800,000	-
Fair value of 800,000 options retained by Altina directors, officers and consultants	3d	-	-	70,714
Aeonian share capital and reserves eliminated	3d	(25,202,100)	(484,380)	(79,192)
		33,202,100	1,915,406	71,603
Concurrent financing – Altina private placement	3b	7,710,000	771,000	-
Share issue costs – cash finders’ fee	3b	-	(14,500)	-
Share issue costs – finders’ warrants	3b	-	(8,035)	8,035
Balance, September 30, 2024		40,912,100	2,663,871	79,638

INCOME TAXES

The pro-forma effective income tax rate that will be applicable to the operations of the Company is 27%.

AI assistant

Aeonian Resources — Proxy Solicitation & Information Statement 2025

47909_rns_2025-04-29_3dc53f21-a74a-4c38-a27f-fc7e6ff69a61.pdf

ALTINA CAPITAL CORP.

TABLE OF CONTENTS

PART II – INFORMATION CONCERNING AEONIAN

PART III – INFORMATION CONCERNING THE RESULTING ISSUER

PART IV – RISK FACTORS

PART V – GENERAL MATTERS

GLOSSARY

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

INFORMATION PERTAINING TO AEONIAN

NOTICE TO INVESTORS

Presentation Currency

Financial Statement Information

Market Data

SUMMARY OF FILING STATEMENT

THE COMPANIES

Altina

Altina Sub

Aeonian

THE QUALIFYING TRANSACTION

The Resulting Issuer

Concurrent Financing

The Amalgamation

Effective Date

Representations and Warranties

Conditions Precedent to Altina's Obligations

Termination

Interests of Any Insider, Promoter or Control Person

Interests Of Experts

Conditional Listing Approval

Summary Risk Factors

PART I - INFORMATION CONCERNING ALTINA

Corporate Structure

Name and Incorporation

Intercorporate Relationships

General Development of Altina's Business

History

The Qualifying Transaction

The Altina Financing

Selected Financial Information and Management's Discussion and Analysis

Selected Financial Information

Management's Discussion and Analysis

Description of Securities of Altina

Common Shares

Stock Option Plan

Summary of Plan

Stock Options Granted

Prior Sales

Stock Exchange Price

Non-Arm’s Length Party Transaction

Legal Proceedings

Auditor, Transfer Agent and Registrar

Material Contracts

Trends

The Koocanusa Property

Property Description and Location

Mineral Claim - Work Requirement:

Environmental Concerns

Access

Climate

Physiography

History and Previous Work

Gold Creek - MINFILE #082GSW022

2012 – Geological mapping of NNW and NE trending Faults

Jake Copper – MINFILE #082GSW070

Yahk Mountain Zone, Silver Fox – MINFILE# 082GSW072

Twin 5 – MINFILE #082GSW090

Local Geology

Creston Formation

Kitchener Formation

Van Creek Formation

Nicol Creek Formation

Sheppard Formation

Gateway Formation

Phillips Formation

Roosville Formation

Intrusive Rocks

Structural Geology and Metamorphism

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