Anquiro Ventures Ltd.

ANQUIRO VENTURES LTD.

2026 Notice of Annual General and Special Meeting of Shareholders

ANNUAL

Management Information Circular

GENERAL

AND SPECIAL

MEETING

Place: Suite 303, 595 Howe Street Vancouver, British Columbia Canada, V6C 2T5 Time: 10:00 a.m. (Vancouver Time) Date: APRIL 24, 2026

With respect to a Proposed Qualifying Transaction and Amalgamation involving Anquiro Ventures Ltd. and Black Pine Resources Corp.

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 information circular.

Anquiro Ventures Ltd. Suite 303, 595 Howe Street Vancouver, British Columbia, V6C 2T5

Dear Securityholders:

The Directors of Anquiro Ventures Ltd. (" AQR ") invite you to attend the annual general and special meeting (the " Meeting ") of the shareholders of AQR (the " AQR Shareholders ") to be held at Suite 303, 595 Howe Street, Vancouver, British Columbia at 10:00 a.m. (Vancouver time), on April 24, 2026.

At the Meeting, AQR Shareholders will be asked to consider and vote, among other things, upon a business combination between AQR and Black Pine Resources Corp. (" Black Pine "), whereby AQR will acquire Black Pine by way of an amalgamation and 100% of the issued and outstanding securities of Black Pine will be owned by the Resulting Issuer (as defined in the accompanying management information circular dated February 23, 2026 of AQR (the " Circular "), which transaction will constitute the Qualifying Transaction (as defined in the Circular) of AQR pursuant to Policy 2.4 of the TSX Venture Exchange, as announced by AQR on February 24, 2023, May 10, 2023, June 19, 2023, November 2, 2023, February 1, 2024, May 21, 2024, October 17, 2024, November 12, 2024, November 14, 2024, December 23, 2024, March 3, 2025, and January 28, 2026 and as more particularly described in the Circular.

The transaction will benefit the AQR Shareholders by allowing them to participate in the future upside and growth potential of Black Pine and the Sugarloaf Property (as defined in the Circular). Additionally, following the completion of the Qualifying Transaction, AQR Shareholders will benefit from the opportunity of liquidity with AQR stock as a company able to trade publicly on the TSX Venture Exchange.

The record date for determining the AQR Shareholders eligible to receive notice of and vote at the Meeting is the close of business on February 23, 2026.

Detailed information in respect of the Transaction (as defined in the Circular) is set out in the Circular. Please review the Circular carefully as it has been prepared to help you make an informed decision on the Transaction.

Please read the Circular carefully, including the Schedules to the Circular. The Circular contains detailed information regarding, among other things, the Transaction and related matters that the AQR Shareholders will be voting on at the Meeting. The Transaction constitutes the Qualifying Transaction of AQR. All summaries of and references to the Transaction in the Circular are qualified in their entirety by reference to the complete text of the Merger Agreement (as defined in the Circular) which can be viewed under AQR's profile on SEDAR+ at www.sedarplus.ca. You are urged to carefully read the full text of the Merger Agreement.

After thorough review and analysis, the board of directors of AQR has determined that the Transaction is in the best interests of AQR and that the Transaction is fair to the Shareholders. THE BOARD OF DIRECTORS OF AQR HAS UNANIMOUSLY APPROVED THE TERMS OF THE TRANSACTION AND RECOMMENDS THAT YOU VOTE IN FAVOUR OF THE TRANSACTION AT THE MEETING FOR THE REASONS SET OUT IN THE CIRCULAR.

On behalf of AQR, we thank you for your past and ongoing support.

Sincerely,

(Signed) " Keturah Nathe" Keturah Nathe Chief Executive Officer

Anquiro Ventures Ltd. Suite 303, 595 Howe Street Vancouver, British Columbia, V6C 2T5

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the " Meeting ") of the holders of common shares (the " AQR Shareholders ") of Anquiro Ventures Ltd. (" AQR ") will be held at Suite 303, 595 Howe Street, Vancouver, British Columbia at 10:00 a.m. (Vancouver time) on April 24, 2026, for the following purposes:

to receive and consider the audited consolidated financial statements of AQR for the financial years ended June 30, 2025 and June 30, 2024, together with the independent auditor's report thereon;
to appoint DMCL LLP, Chartered Professional Accountants, as auditors of AQR for the ensuing year and to authorize the board of directors of AQR to fix the auditor's remuneration;
to elect directors for the ensuing year;
to consider and, if thought fit, to pass an ordinary resolution the full text of which is set forth in Schedule A to the accompanying management information circular (the " Circular ") approving, confirming and ratifying AQR's omnibus equity compensation plan, as more particularly described in the Circular;
to consider and, if thought fit, to pass, by Majority of the Minority Approval (as defined in the Circular), with or without variation, the Transaction Resolution (as defined in the Circular), the full text of which is set forth in Schedule A to the Circular, to approve the Transaction (as defined in the Circular) whereby AQR will acquire Black Pine Resources Corp. (" Black Pine ") by way of an amalgamation between Black Pine and a wholly owned subsidiary of AQR, pursuant to the Merger Agreement (as defined in the Circular); and
to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

Accompanying this notice are the Circular, a form of proxy, and a financial statement request form. The Circular provides information relating to the matters to be addressed at the Meeting or any adjournment or postponement thereof and is incorporated into this notice.

The record date for determining the AQR Shareholders eligible to receive notice of and vote at the Meeting is the close of business on February 23, 2026.

Detailed information in respect of the Transaction is set out in the Circular. Please review the Circular carefully as it has been prepared to help you make an informed decision on the Transaction.

Please read the Circular carefully, including the Schedules to the Circular. The Circular contains detailed information regarding, among other things, the Transaction and related matters that the AQR Shareholders will be voting on at the Meeting or any adjournment or postponement thereof. The Transaction constitutes the Qualifying Transaction (as defined in the Circular) of AQR. All summaries of and references to the Transaction in the Circular are qualified in their entirety by reference to the complete text of the Merger Agreement which can be viewed under AQR's profile on SEDAR+ at www.sedarplus.ca. You are urged to carefully read the full text of the Merger Agreement.

AQR's audited financial statements for the financial years ended June 30 2024 and June 30, 2025 and the related MD&A can be viewed under AQR's profile on www.sedarplus.ca.

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AQR Shareholders are entitled to vote at the Meeting either in person or by proxy. Those who are unable to attend the Meeting are requested to read, complete, sign and mail, phone or email the enclosed form of proxy in accordance with the instructions set out in the proxy and in the Circular.

DATED at Vancouver, British Columbia, on March 20, 2026.

BY ORDER OF THE BOARD

" Keturah Nathe "

Keturah Nathe, President, CEO and Director

GLOSSARY .................................................................................................................................................. 1 INFORMATION REGARDING THIS CIRCULAR ......................................................................................... 9 Cautionary Note Regarding Forward-Looking Information........................................................................ 9 Financial Statement Presentation ........................................................................................................... 10 Technical Information .............................................................................................................................. 11 CIM Definition Standards ..................................................................................................................... 11 Qualified Person .................................................................................................................................. 11 SUMMARY OF CIRCULAR ........................................................................................................................ 12 The Meeting ............................................................................................................................................. 12 Receiving the Financial Statements .................................................................................................... 12 Appointment of Auditors ...................................................................................................................... 12 Electing Directors ................................................................................................................................. 13 Approval and Ratification of the Omnibus Plan ................................................................................... 13 Approval of the Transaction ................................................................................................................. 13 Anquiro Ventures Ltd. .............................................................................................................................. 14 The Transaction ....................................................................................................................................... 14 Black Pine Resources Corp. ................................................................................................................... 14 General Development of the Business of Black Pine .............................................................................. 15 Concurrent Financing .............................................................................................................................. 15 Interests of Insiders, Promoters and Control Persons ............................................................................ 15 Non-Arm's Length and Related Party Transaction .................................................................................. 19 Information about the Resulting Issuer .................................................................................................... 20 Available Funds ....................................................................................................................................... 21 Selected Pro Forma Financial Information .............................................................................................. 21 Selected Financial Information of AQR ............................................................................................... 22 Selected Financial Information of Black Pine ...................................................................................... 22 Trading Price ........................................................................................................................................... 23 Sponsorship ............................................................................................................................................. 23 Conflicts of Interest .................................................................................................................................. 23 Interests of Experts .................................................................................................................................. 24 Risk Factors ............................................................................................................................................. 25 MEETING AND PROXY RELATED INFORMATION ................................................................................. 27 Proxy Related Matters ............................................................................................................................. 27 Appointment of Proxyholder ................................................................................................................ 27 Voting by Proxy .................................................................................................................................... 27 Completion and Return of Proxy .......................................................................................................... 27 Notice-and-Access ............................................................................................................................... 27 Non-Registered Holders ...................................................................................................................... 28 NOBOs ................................................................................................................................................. 28 OBOs ................................................................................................................................................... 28 Revocability of Proxy ........................................................................................................................... 28 Voting Shares and Principal Holders Thereof ..................................................................................... 29 Interest of Certain Persons in Matters To Be Acted Upon................................................................... 30 Requisite Securityholder Approvals ........................................................................................................ 31 Matters To Be Acted Upon at the Meeting .............................................................................................. 32 Receipt of Financial Statements .......................................................................................................... 32 Appointment of Auditors ...................................................................................................................... 32 Election of Directors ............................................................................................................................. 32 Approval and Ratification of the Omnibus Plan ................................................................................... 35 Approval of the Transaction ................................................................................................................. 43 Other Business .................................................................................................................................... 44 Executive Compensation ......................................................................................................................... 44 Compensation Discussion and Analysis .............................................................................................. 44

Option-Based Awards .......................................................................................................................... 45 Summary Compensation Table ........................................................................................................... 45 Incentive Plan Awards ......................................................................................................................... 45 Pension Plan Benefits .......................................................................................................................... 45 Termination and Change of Control Benefits ...................................................................................... 45 Director Compensation ........................................................................................................................ 45 Incentive Stock Option Plan ................................................................................................................. 46 Corporate Governance Disclosure .......................................................................................................... 47 Independence of Members of Board ................................................................................................... 47 Management Supervision by Board..................................................................................................... 47 Participation of Directors in Other Reporting Issuers .......................................................................... 47 Orientation and Continuing Education ................................................................................................. 48 Ethical Business Conduct .................................................................................................................... 48 Nomination of Directors ....................................................................................................................... 48 Compensation of Directors and the CEO ............................................................................................ 48 Board Committees ............................................................................................................................... 48 Assessments ........................................................................................................................................ 48 Expectations of Management .............................................................................................................. 48 Audit Committee ...................................................................................................................................... 49 Audit Committee's Charter ................................................................................................................... 49 Composition of the AQR Audit Committee .......................................................................................... 49 Relevant Education and Experience.................................................................................................... 49 Audit Committee Oversight .................................................................................................................. 49 Reliance on Certain Exemptions ......................................................................................................... 49 Pre-Approval Policies and Procedures ................................................................................................ 49 External Auditors Service Fees (By Category) .................................................................................... 49 Exemption in Section 6.1 of NI 52-110 ................................................................................................ 50 Indebtedness of Directors and Executive Officers .................................................................................. 50 Interest of Informed Persons in Material Transactions ............................................................................ 50 Additional Information .............................................................................................................................. 51 INFORMATION CONCERNING AQR ........................................................................................................ 52 Corporate Structure ................................................................................................................................. 52 Name, Address and Incorporation ....................................................................................................... 52 Intercorporate Relationships ................................................................................................................ 52 General Development of the Business .................................................................................................... 52 History of AQR ..................................................................................................................................... 52 The Transaction ................................................................................................................................... 54 Selected Financial Information ................................................................................................................ 59 Management's Discussion and Analysis ................................................................................................. 60 Description of Securities .......................................................................................................................... 60 AQR Shares ......................................................................................................................................... 60 AQR Options ........................................................................................................................................ 60 Stock Option Plan .................................................................................................................................... 60 Prior Sales ............................................................................................................................................... 62 Trading Price and Volume ....................................................................................................................... 62 Non-Arm's Length Transactions .............................................................................................................. 62 Non-Arm's Length Qualifying Transaction and Related Party Transaction ............................................. 63 Legal Proceedings ................................................................................................................................... 66 Auditor, Transfer Agents and Registrars ................................................................................................. 67 Auditor .................................................................................................................................................. 67 Transfer Agent and Registrar .............................................................................................................. 67 Material Contracts ................................................................................................................................... 67 INFORMATION CONCERNING BLACK PINE .......................................................................................... 68 Corporate Structure ................................................................................................................................. 68 Name and Incorporation ...................................................................................................................... 68 Intercorporate Relationships ................................................................................................................ 68

Description of the Business ..................................................................................................................... 68 Three Year History ............................................................................................................................... 68 The Sugarloaf Property and the Property Agreement ......................................................................... 69 Technical Report .................................................................................................................................. 70 Significant Acquisitions or Dispositions.............................................................................................. 105 Selected Financial Information .............................................................................................................. 106 Management's Discussion and Analysis ............................................................................................... 106 Description of Securities ........................................................................................................................ 106 Black Pine Shares.............................................................................................................................. 106 Black Pine Options............................................................................................................................. 107 Subscription Receipts ........................................................................................................................ 107 Warrants ............................................................................................................................................ 107 Consolidated Capitalization ................................................................................................................... 107 Prior Sales ............................................................................................................................................. 108 Executive Compensation ....................................................................................................................... 108 Compensation Discussion and Analysis ............................................................................................ 108 Compensation Objectives and Principles .......................................................................................... 108 Elements of Compensation ................................................................................................................ 108 Compensation of Directors ................................................................................................................ 109 Summary Compensation Table ......................................................................................................... 109 Employment, Consulting and Management Agreements ...................................................................... 110 Employment, Consulting and Management Agreements ...................................................................... 110 Legal Proceedings ................................................................................................................................. 111 Material Contracts ................................................................................................................................. 112 INFORMATION CONCERNING THE RESULTING ISSUER .................................................................. 113 Corporate Structure ............................................................................................................................... 113 Name and Incorporation .................................................................................................................... 113 Intercorporate Relationships .............................................................................................................. 113 Description of the Business ................................................................................................................... 113 Business Objectives and Milestones ..................................................................................................... 113 Description of Securities ........................................................................................................................ 114 Shares ................................................................................................................................................ 114 Warrants ............................................................................................................................................ 114 Resulting Issuer Equity Awards ......................................................................................................... 114 Pro Forma Consolidated Capitalization ................................................................................................. 114 Fully Diluted Share Capital .................................................................................................................... 115 Available Funds and Principal Purposes ............................................................................................... 116 Funds Available .................................................................................................................................. 116 Principal Purposes of Funds Available .............................................................................................. 116 Selected Pro Forma Financial Information ............................................................................................ 117 Dividend Policy ...................................................................................................................................... 117 Principal Securityholders ....................................................................................................................... 117 Officers, Directors and Promoters ......................................................................................................... 118 Name, Occupation and Security Holdings ......................................................................................... 118 Management ...................................................................................................................................... 120 Promoter ............................................................................................................................................ 122 Cease Trade Orders, Bankruptcies, Penalties or Sanctions ............................................................. 122 Penalties and Sanctions .................................................................................................................... 125 Interests of Management and Others in Material Transactions ......................................................... 125 Conflicts of Interest ............................................................................................................................ 126 Other Reporting Issuer Experience ................................................................................................... 127 Audit Committee and Corporate Governance ................................................................................... 128 Executive Compensation ....................................................................................................................... 131 Compensation Discussion and Analysis ............................................................................................ 132 Pension Plan Benefits ........................................................................................................................ 132 Employment, Consulting and Management Agreements .................................................................. 132

Compensation of Directors ................................................................................................................ 134 Indebtedness of Directors and Officers ................................................................................................. 134 Investor Relations Arrangements .......................................................................................................... 134 Security Based Compensation .............................................................................................................. 134 Omnibus Equity Compensation Plan ................................................................................................. 134 Resulting Issuer Options .................................................................................................................... 135 Escrowed Securities .............................................................................................................................. 135 Escrowed Securities .......................................................................................................................... 135 Other Resale Restrictions .................................................................................................................. 138 Auditor, Transfer Agent and Registrar ................................................................................................... 139 Risk Factors ........................................................................................................................................... 139 GENERAL MATTERS............................................................................................................................... 152 Other Material Facts .............................................................................................................................. 152 Sponsorship ........................................................................................................................................... 152 Interests of Experts ................................................................................................................................ 152 AQR Board Approval ............................................................................................................................. 152 SCHEDULE A AQR SHAREHOLDER RESOLUTIONS .......................................................................... 153 SCHEDULE B AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF AQR FOR THE YEARS ENDED JUNE 30, 2025 AND 2024 .......................................................................................................... 154 SCHEDULE C AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF AQR FOR THE YEARS ENDED JUNE 30, 2024 AND 2023 .......................................................................................................... 155 SCHEDULE D AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF AQR FOR THE YEARS ENDED JUNE 30, 2023 AND 2022 .......................................................................................................... 156 SCHEDULE E UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF AQR FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2025 ........................................................... 157 SCHEDULE F AUDITED FINANCIAL STATEMENTS OF BLACK PINE FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 ............................................................................................................. 158 SCHEDULE G AUDITED FINANCIAL STATEMENTS OF BLACK PINE FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 ............................................................................................................. 159 SCHEDULE H AUDITED FINANCIAL STATEMENTS OF BLACK PINE FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 ............................................................................................................. 160 SCHEDULE I UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS OF AQR AS AT DECEMBER 31, 2025 ............................................................................................................................... 161 SCHEDULE J MANAGEMENT'S DISCUSSION AND ANALYSIS OF AQR FOR THE YEAR ENDED JUNE 30, 2025 .......................................................................................................................................... 162 SCHEDULE K MANAGEMENT'S DISCUSSION AND ANALYSIS OF AQR FOR THE YEAR ENDED JUNE 30, 2024 .......................................................................................................................................... 163 SCHEDULE L MANAGEMENT'S DISCUSSION AND ANALYSIS OF AQR FOR THE YEAR ENDED JUNE 30, 2023 .......................................................................................................................................... 164 SCHEDULE M MANAGEMENT'S DISCUSSION AND ANALYSIS OF AQR FOR THE SIX MONTHS ENDED DECEMBER 31, 2025 ................................................................................................................. 165 SCHEDULE N MANAGEMENT'S DISCUSSION AND ANALYSIS OF BLACK PINE FOR THE YEAR ENDED DECEMBER 31, 2025 ................................................................................................................. 166 SCHEDULE O MANAGEMENT'S DISCUSSION AND ANALYSIS OF BLACK PINE FOR THE YEAR ENDED DECEMBER 31, 2024 ................................................................................................................. 167 SCHEDULE P MANAGEMENT'S DISCUSSION AND ANALYSIS OF BLACK PINE FOR THE YEAR ENDED DECEMBER 31, 2023 ................................................................................................................. 168 SCHEDULE Q AQR AUDIT COMMITTEE CHARTER ............................................................................ 169 SCHEDULE R OMNIBUS PLAN .............................................................................................................. 172 CERTIFICATE OF ANQUIRO VENTURES LTD...................................................................................... 173 CERTIFICATE OF BLACK PINE RESOURCES CORP. ......................................................................... 174 ACKNOWLEDGEMENT – PERSONAL INFORMATION ........................................................................ 175

GLOSSARY

Unless the context otherwise requires or where otherwise provided, the following words and terms shall have the meanings set forth below when used in this Circular.

" Affiliate " has the meaning ascribed thereto in Policy 1.1.

" Amalco " means the entity resulting from the Amalgamation.

" Amalco Shares " means the common shares in the capital of Amalco, as constituted following the Amalgamation.

" Amalgamation " means the amalgamation of AcquisitionCo and Black Pine under the BCBCA to form Amalco.

" Amalgamation Application " means the amalgamation application to be filed by AcquisitionCo and Black Pine and with the Registrar in accordance with Section 275(1)(a) of the BCBCA.

" AcquisitionCo " means 1504671 B.C. Ltd., a British Columbia corporation that is a wholly owned subsidiary of AQR.

" AcquisitionCo Shares " means the common shares in the capital of AcquisitionCo.

" AFC " means Anquiro Financial Corp., a British Columbia corporation.

" AFC Merger Agreement " means the second amended and restated merger agreement dated May 21, 2024.

" AFC SPA " means the share purchase agreement dated October 17, 2024, between AQR and Richard Barnett.

" AQR " means Anquiro Ventures Ltd., a corporation incorporated under the laws of the Province of British Columbia, Canada.

" AQR Audit Committee " means the audit committee of AQR.

" AQR Board " means the board of directors of AQR.

" AQR Options " means incentive stock options of AQR.

" AQR Shareholders " means holders of AQR Shares.

" AQR Shares " means the common shares in the capital of AQR.

" Articles of Amalgamation " means the articles of amalgamation of AcquisitionCo and Black Pine in respect of the Amalgamation that are required by the BCBCA to be filed with the Registrar in order to effect the Amalgamation.

" Associate " has the meaning ascribed thereto in Policy 1.1.

" Author " means Robert A. Lunceford, MSc., CPG.

" Available Funds " has the meaning ascribed thereto under " Summary of Circular – Available Funds ".

" Award Agreement " has the meaning ascribed thereto in the Omnibus Plan.

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

" BCSC " means the British Columbia Securities Commission.

" Black Pine " means Black Pine Resources Corp., a corporation incorporated under the laws of the Province of British Columbia, Canada.

" Black Pine Board " means the board of directors of Black Pine.

" Black Pine Option Plan " means the current stock option plan of Black Pine.

" Black Pine Options " means options to purchase Black Pine Shares.

" Black Pine Shareholders " means the holders of Black Pine Shares.

" Black Pine Shares " means the common shares in the capital of Black Pine.

" Capital Pool Company " or " CPC " has the meaning ascribed thereto in Policy 2.4.

" CEO " means chief executive officer.

" CFO " means chief financial officer.

" CIM Definition Standards " means the Canadian Institute of Mining, Metallurgy and Petroleum Definition Standards for Mineral Resources and Mineral Reserves adopted by the CIM Council on May 10, 2014, which are incorporated by reference in NI 43-101.

" Circular " means this management information circular and includes all schedules hereto.

" collateral benefit " has the meaning ascribed thereto in MI 61-101.

" Completion of the Qualifying Transaction " has the meaning ascribed thereto in Policy 2.4.

" Concurrent Financing " means a non-brokered private placement completed jointly by AQR and Black Pine of a minimum of 11,000,000 Subscription Receipts, up to a maximum of 15,000,000 Subscription Receipts, at a price per Subscription Receipt of $0.10, whereby AQR and Black Pine have the option, at their discretion, to issue up to an additional 10,000,000 Subscription Receipts, for an aggregate of 25,000,000 Subscription Receipts.

" Concurrent Financing Closing Date " means the date of completion of the Concurrent Financing.

" Control Person " has the meaning ascribed thereto in Policy 1.1.

" CPC Escrow " means the escrow of the CPC Escrowed Shares under the CPC Escrow Agreement.

" CPC Escrow Agreement " means the escrow agreement dated August 30, 2017, between AQR, Computershare Investor Services Inc., as escrow agent, and certain AQR Shareholders.

" CPC Escrow Amendment " has the meaning ascribed thereto under " Information Concerning AQR – General Development of the Business – History of AQR ".

" CPC Escrowed Shares " means the AQR Shares that are subject to the CPC Escrow Agreement.

" CTO " means a "failure-to-file cease trade order" under Multilateral Instrument 11-103 – Failure-to-File Cease Trade Orders in Multiple Jurisdictions .

" Currency Rate " has the meaning ascribed thereto under " Information Regarding this Circular – Error! R eference source not found. ".

" Discounted Market Price " has the meaning ascribed thereto in Policy 1.1.

" Effective Date " means the effective date of the Amalgamation as set forth in and indicated on the certificate of amalgamation issued by the Registrar.

" Effective Time " means such time on the Effective Date as Black Pine and AQR, each acting reasonably, may agree to, such agreement to be evidenced by the filing of the Amalgamation Application.

" Escrow Release Conditions " means (a) the receipt by the SR Agent of the Escrow Release Notice confirming that (i) all conditions to the completion of the Amalgamation have been satisfied or waived, other than the release of the Escrowed Funds, and (ii) no material terms of the Merger Agreement have been modified and/or waived (unless such modifications or waivers were consented to by the parties); (b) the receipt of conditional approval from the TSXV for the listing of the Resulting Issuer Shares on the TSXV; (c) the receipt of all regulatory, shareholder and third-party approval, as applicable, required in connection with the Amalgamation; and (d) Black Pine will not be in breach or default of any of its covenants or obligations under the Subscription Receipt Certificates.

" Escrow Release Deadline " means the deadline for delivery of the Escrow Release Notice to the SR Agent, being 5:00 p.m. (Vancouver time) on April 30, 2026, or such later date as may be agreed upon in writing by Black Pine and AQR.

" Escrow Release Notice " means a duly executed notice from Black Pine and AQR to the SR Agent, confirming the satisfaction of the Escrow Release Conditions and directing the SR Agent to release the Escrowed Funds to Black Pine and AQR.

" Escrowed Funds " means the Escrowed Proceeds, together with all interest and other income earned thereon.

" Escrowed Proceeds " means up to $2,500,000 in gross proceeds from the Concurrent Financing.

" Existing Plan " means the current stock option plan of AQR, being a 15% fixed stock option plan, which was approved by shareholders on December 20, 2024.

" Final QT Exchange Bulletin " has the meaning ascribed thereto in Policy 2.4.

" Forward-Looking Information " has the meaning ascribed thereto under " Information Regarding this Circular – Cautionary Note Regarding Forward-Looking Information ".

" GBR " means Great Basin Resources Inc.

" GBR Closing Date " means the date of the closing of the transaction pursuant to the Property Agreement.

" IFRS " means International Financial Reporting Standards.

" Insider " has the meaning ascribed thereto in Policy 1.1.

"KMN Consulting Agreement" has the meaning ascribed thereto under " Information Concerning Black Pine – Executive Compensation - Employment, Consulting and Management Agreements ".

" Letter of Intent " means the letter of intent dated February 21, 2023, as amended, between AQR and Black Pine.

" Lock Up Agreements " has the meaning ascribed thereto under " Information Concerning the Resulting Issuer - Escrowed Securities - Other Resale Restrictions ".

" Majority of the Minority Approval " means the approval of the Transaction by the majority of the votes cast at the Meeting by AQR Shareholders, or by the written consent of AQR Shareholders holding more than 50% of the issued AQR Shares, other than: (a) Non-Arm's Length Parties to AQR; (b) Non-Arm's Length Parties to the Qualifying Transaction; (c) AQR, if it holds any AQR Shares; and (d) a Person acting jointly or in concert with a Person referred to in paragraph (a) or (b) in respect of the Transaction.

" Management Proxyholders " has the meaning ascribed thereto under " Meeting and Proxy Related Information – Proxy Related Matters – Appointment of Proxyholder ".

" Market Price " has the meaning ascribed thereto in the Omnibus Plan.

" Martel Consulting Agreement " has the meaning ascribed thereto under " Information Concerning Black Pine – Executive Compensation – Employment , Consulting and Management Agreements ".

" Material Adverse Change " means any change of circumstances or any event which has, or would reasonably be expected to have, a Material Adverse Effect in respect of an entity, any one or more changes, events or occurrences, and " Material Adverse Effect " means, in respect of an entity, any change (or any condition, event or development involving a prospective change) in the business, operations, affairs (including the employment status of key employees), assets, liabilities (including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise) capitalization, financial condition, licenses, permits, rights or privileges of an entity or any of its subsidiaries which in the judgment of the entity, acting reasonably in the circumstances, could reasonably be expected to materially and adversely affect the entity and its subsidiaries, taken as a whole, or the value of the securities of the entity and its subsidiaries, taken as a whole.

" MCTO " means a "management cease trade order", as defined in National Instrument 12-203 – Management Cease Trade Orders .

" MD&A " has the meaning ascribed thereto in NI 51-102.

" Meeting " means the annual general and special meeting of AQR Shareholders to be held on April 24, 2026, and any adjournment or postponement thereof, where AQR Shareholders will vote to approve, among other things, the Transaction and the Omnibus Plan, all as further described in this Circular.

" Merger Agreement " means the merger agreement dated October 17, 2024, as amended on November 12, 2024, May 20, 2025, October 30, 2025 and January 31, 2026, as may be further amended or amended and restated from time to time, between Black Pine, AcquisitionCo and AQR, a copy of which is available under AQR's profile on SEDAR+ at www.sedarplus.ca.

" MI 61-101 " means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions or any successor instrument(s).

" Name Change " means the amendment to the notice of articles of AQR to effect the name change of AQR to "Black Pine Holdings Corp." or such other name as the AQR Board may determine and is acceptable to the regulators.

" " Named Executive Officers or " NEOs " has the meaning ascribed thereto in Form 51-102F6 of NI 51-102 .

" NI 43-101 " means National Instrument 43-101 – Standards of Disclosure for Mineral Projects or any successor instrument(s).

" NI 51-102 " means National Instrument 51-102 – Continuous Disclosure Obligations or any successor instrument(s).

" NI 52-110 " means National Instrument 52-110 – Audit Committees or any successor instrument(s) .

" NI 54-101 " means National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer or any successor instrument(s) .

" Nominee " has the meaning ascribed thereto under " Meeting and Proxy Related Information – Proxy Related Matters – Non-Registered Holders ".

" Non-Arm's Length Party " has the meaning ascribed thereto in Policy 1.1.

" Non-Arm's Length Parties to the Qualifying Transaction " has the meaning ascribed thereto in Policy 2.4.

" Notice of Meeting " has the meaning ascribed thereto under " Meeting and Proxy Related Information – Proxy Related Matters – Voting by Proxy ".

" Omnibus Plan " has the meaning ascribed thereto under "Meeting and Proxy Related Information – Matters To Be Acted Upon at the Meeting – Approval and Ratification of the Omnibus Plan".

" Omnibus Plan Resolution " means the resolution set out under the heading " Omnibus Plan Resolution " in Schedule A hereto.

" Order " means (a) a cease trade order, (b) an order similar to a cease trade order, or (c) an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days.

" Participant " has the meaning ascribed thereto in the Omnibus Plan.

" Person " has the meaning ascribed thereto in Policy 1.1.

" Plan Administrator " has the meaning ascribed thereto in the Omnibus Plan.

" Plan of Operation " has the meaning ascribed thereto under " Summary of Circular – General Development of the Business of Black Pine ".

" Policy 1.1 " means Policy 1.1 – Interpretation of the TSXV Manual.

" Policy 2.4 " means Policy 2.4 – Capital Pool Companies of the TSXV Manual.

" Policy 5.9 " means Policy 5.9 – Protection of Minority Security Holders in Special Transactions of the TSXV Manual.

" Pro Forma Adjustments " means the pro forma adjustments discussed in the notes to the Pro Forma Financial Statements.

" Pro Forma Assumptions " means the pro forma assumptions discussed in the notes to the Pro Forma Financial Statements.

" Pro Forma Financial Statements " means the unaudited pro forma consolidated financial statements of AQR as at December 31, 2025, including the notes thereto, which are attached as Schedule I hereto.

" Promoter " has the meaning ascribed thereto in Policy 1.1.

" Property Agreement " means the letter of intent dated April 12, 2022, between GBR and Black Pine, as amended by an amending agreement dated effective as of July 15, 2024.

" Principal " has the meaning ascribed thereto in Policy 1.1.

" Qualifying Transaction " has the meaning ascribed thereto in Policy 2.4.

" QT Escrow " means the escrow of securities held by Principals of the Resulting Issuer under the QT Escrow Agreement.

" QT Escrow Agreement " means the TSXV Form 5D – Escrow Agreement to be entered into by the Resulting Issuer, Computershare Investor Services Inc., as escrow agent, and holders of QT Escrow Securities.

" QT Escrow Securities " means the Resulting Issuer Shares and securities of the Resulting Issuer convertible into Resulting Issuer Shares, as applicable, escrowed under the QT Escrow Agreement.

" Related Party Transaction " has the meaning ascribed to that term under MI 61-101 and includes a related party transaction that is determined by the TSXV to be a Related Party Transaction.

" Registrar " means the Registrar of Companies under the BCBCA.

" Resulting Issuer " means AQR that was formerly a CPC, which exists upon the issuance of the Final QT Exchange Bulletin.

" Resulting Issuer Audit Committee " means the audit committee of the Resulting Issuer.

" Resulting Issuer Board " means the board of directors of the Resulting Issuer.

" Resulting Issuer DSU " means a deferred share unit of the Resulting Issuer.

" Resulting Issuer Equity Awards " means Resulting Issuer Options, Resulting Issuer RSUs, Resulting Issuer PSUs, Resulting Issuer DSUs and Resulting Issuer SARs.

" Resulting Issuer Options " means stock options of the Resulting Issuer and includes stock options issued in exchange for Black Pine Options at the Effective Time.

" Resulting Issuer PSU " means a performance share unit of the Resulting Issuer.

" Resulting Issuer RSU " means a restricted share unit of the Resulting Issuer.

" Resulting Issuer SAR " means a stock appreciation right of the Resulting Issuer.

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

" Resulting Issuer Warrants " means common share purchase warrants of the Resulting Issuer and includes the common share purchase warrants to be issued in exchange for SR Warrants at the Effective Time.

" SEDAR+ " means the system for electronic document analysis and retrieval at www.sedarplus.ca.

" Simco " means Simco Financial and Corporate Services Inc.

" Simco Agreement " means the consulting agreement to be entered into between Simco and the Resulting Issuer.

" Simco Services " has the meaning ascribed thereto under " Information Concerning the Resulting Issuer – Executive Compensation – Employment, Consulting and Management Agreements ".

" SR Agent " means Simco, or such other parties as Black Pine and AQR may agree.

" SR Escrow Agreement " means the escrow agreement to be entered into among AQR, Black Pine and the SR Agent on the Concurrent Financing Closing Date, a copy of which will be made available under AQR's profile on SEDAR+ at www.sedarplus.ca on or after the Concurrent Financing Closing Date.

" SR Subscriber " means a subscriber for Subscription Receipts under the Concurrent Financing.

" SR Unit " means one unit of either Black Pine or AQR, as applicable, comprised of one Black Pine Share or one AQR Share, as applicable, and one SR Warrant.

" SR Warrants " means the common share purchase warrants comprising part of the SR Units issuable on conversion of the Subscription Receipts, with each SR Warrant exercisable for a period of three years after the date of its issuance to acquire one Black Pine Share or one AQR Share, as applicable, at the price per share of $0.20, subject to the SRW Acceleration Right.

" SRW Acceleration Right " means the right to accelerate the expiry time of the SR Warrants (as exchanged for Resulting Issuer Warrants), whereby if the closing price of the Resulting Issuer Shares exceeds $0.28 over a period of eight consecutive trading dates commencing four months from the date of the issuance of the SR Warrant, then the Resulting Issuer may give notice in writing within 30 days of such occurrence to the holder of the SR Warrant (as exchanged for Resulting Issuer Warrants) that such warrants shall expire at the accelerated expiry time, being 30 days from the date of the notice, unless previously exercised by the holder.

" Subscription Receipts " means the subscription receipts of Black Pine and AQR sold under the Concurrent Financing, with each Subscription Receipt being governed by its respective Subscription Receipt Certificate and convertible into one SR Unit.

" Subscription Receipt Certificate " means the subscription receipt certificates issued by Black Pine or AQR, as applicable, governing the Subscription Receipts.

" Subscription Receipt Conversion " means the automatic conversion of the issued and outstanding Subscription Receipts into an equivalent number of SR Units immediately prior to the Effective Time, assuming the Effective Time occurs prior to the Escrow Release Deadline.

" Sugarloaf Property " means the mineral property consisting of approximately 1,540 acres situated in the Gila National Forest, Grant County, New Mexico, with respect to which Black Pine has an option to acquire a 100% interest pursuant to the Property Agreement (subject to a 2% net smelter return royalty and further subject to a cash payment of US$1,000,000 payable to GBR upon the Sugarloaf Property attaining Commercial Production, as defined in the Property Agreement).

" Tax Act " means the Income Tax Act (Canada) and the regulations thereunder.

" Technical Report " means the independent NI 43-101 compliant technical report dated January 2, 2026, entitled " Geological Report and Summary of Field Examination, Sugarloaf Property, Grant County, New Mexico, USA ", prepared by the Author.

" Transaction " means the business combination between AQR and Black Pine, whereby AQR will acquire Black Pine by way of the Amalgamation and 100% of the issued and outstanding securities of Black Pine will be owned by the Resulting Issuer, which Transaction will constitute the Qualifying Transaction of AQR pursuant to Policy 2.4.

" Transaction Closing " means the completion of the Transaction.

" Transaction Closing Date " means the date of the Transaction Closing.

" Transaction Resolution " means the resolution set out under the heading " Transaction Resolution " in Schedule A hereto.

" Transfer Agent " means Computershare Investor Services Inc., the anticipated transfer agent and registrar of the Resulting Issuer Shares.

" TSXV " means the TSX Venture Exchange.

" TSXV Manual " means the Corporate Finance Manual of the TSXV.

INFORMATION REGARDING THIS CIRCULAR

Cautionary Note Regarding Forward-Looking Information

This Circular includes "forward-looking information" and "forward-looking statements" within the meaning of securities laws (referred to herein as " Forward-Looking Information "). All information, other than statements of historical facts, included in this Circular that addresses activities, events or developments that AQR or Black Pine expects or anticipates will or may occur in the future, including such things as future business strategy, competitive strengths, goals, expansion and growth of AQR's and Black Pine's businesses, operations, plans and other such matters is Forward-Looking Information. Forward-Looking Information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes, among others, information regarding: expectations regarding whether the Transaction will be completed, including whether conditions, including shareholder and regulatory approvals, to the Transaction will be satisfied, or the time for completing the Transaction; expectations for the effects of the Transaction, the potential benefits of the Transaction; statements relating to the business and future activities of, and developments related, to AQR and Black Pine after the date of this Circular; statements based on the audited financial statements of AQR or Black Pine; expectations for other economic, business, regulatory and/or competitive factors related to AQR, Black Pine or the digital marketing industry generally; the business objectives and milestones of the Resulting Issuer; the principal uses of available funds, including the funds to be used for anticipated investments; and other events or conditions that may occur in the future.

Investors are cautioned that Forward-Looking Information is not based on historical facts but instead is based on reasonable assumptions and estimates of management of AQR and Black Pine at the time they were made and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Resulting Issuer to be materially different from any future results, performance or achievements expressed or implied by such Forward-Looking Information. Such factors include, among others, Forward-Looking Information may prove inaccurate; the Resulting Issuer may issue additional equity securities diluting the ownership interest of existing Resulting Issuer shareholders; the Resulting Issuer's status as a reporting issuer may increase price volatility; AQR and Black Pine have negative operating cash flow and no history of earnings and have had negative cash flow from operating activities since inception; potential profitability of mineral properties is dependent upon many factors beyond the Resulting Issuer's control; substantial expenditures are required to establish commercial production on the Sugarloaf Property; the Resulting Issuer will rely on outside parties and the quality of such parties' work could adversely affect the business of the Resulting Issuer; the Resulting Issuer may enter into strategic alliances with third parties and be exposed to risks inherent in strategic alliances; the Resulting Issuer's future success depends on its continuing ability to attract, develop, motivate, and retain key management personnel; the Resulting Issuer can provide no assurances that its management's past experience will be sufficient to enable the Resulting Issuer to successfully operate as a public company; the Resulting Issuer may be subject to various potential conflicts of interest; the Resulting Issuer's employees, independent contractors and consultants may engage in fraudulent or other illegal activity; reputational loss may result in decreased customer confidence; failure or difficulty in implementing new or improved internal controls could harm the Resulting Issuer's results of operations or cause it to fail to meet its reporting obligations; the Resulting issuer's operations could be affected by economic risks; the Resulting Issuer may fail to apply proceeds effectively; the Resulting Issuer may fail to successfully integrate or obtain benefits from acquired businesses; the development of the Resulting issuer may require additional financing which is not guaranteed; sales forecasts could prove inaccurate; market price of Resulting Issuer Shares may be subject to wide price fluctuations; the Resulting Issuer may not manage growth effectively; the Resulting Issuer may fail to turn a profit or generate immediate revenues; the Resulting Issuer may be exposed to equity price risk; anti money-laundering laws could prevent the Resulting Issuer from distributing proceeds to shareholders if violated; existing and future laws and regulations may impede the Resulting Issuer's growth strategies, increase costs of doing business, or have other adverse effects on the business of the Resulting Issuer; challenging global financial conditions could negatively impact the ability of the Resulting Issuer to obtain financing or impact the price of its securities; the Resulting Issuer will be exposed to credit and liquidity risks; the Resulting Issuer may become involved in various claims, legal proceedings, and disputes; there can be no assurance that the Resulting Issuer will declare a dividend on a quarterly,

annual or other basis; the Resulting Issuer is exposed to foreign currency risk as the Sugarloaf Property is situated in the United States; mineral exploration and development involve a high degree of risk and few properties which are explored are ultimately developed into producing mines; the Resulting Issuer will not have an interest in any mineral property that presently contains any commercial ore; the grade of material ultimately mined may differ from that indicated by drilling or other laboratory results; failure to obtain mining equipment when needed may result in delays in the Resulting Issuer's exploration programs; the Resulting Issuer will be subject to risks and hazards typical of companies engaged in the mining industry; operations during mining cycle peaks are more expensive; there is no assurance that the Resulting Issuer will be able to acquire another mineral property of merit or that such an acquisition would be approved by the TSXV; the Sugarloaf Property is not a producing property and its ultimate success will depend on its operating ability to generate cash flow from producing properties in the future; the Resulting Issuer's operations are at an early stage of development and its success will depend on the outcome of proposed exploration programs; there can be no guarantee that the Resulting Issuer 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; no assurances can be given that the Resulting Issuer may not face challenges to the title of the Sugarloaf Property or subsequent properties it may acquire; there is no assurance that local community or native land claims with respect to the Resulting Issuer's property will not be asserted in the future; there is no guarantee the Resulting Issuer will be able to raise sufficient funding in the future to make required payments within prescribed time periods pursuant to the Property Agreement in order for the Resulting Issuer to explore and develop the Sugarloaf Property so as to maintain its interests therein; the mining industry is intensely competitive in all its phases; several of the Resulting Issuer's directors and officers act as directors and officers of other mineral exploration companies and situations may arise where these directors and officers will be in direct competition with the Resulting Issuer; environmental laws and regulations may affect the operations of the Resulting Issuer; social and environmental activism may affect the operations of the Resulting Issuer; health and safety laws and regulations may affect the operations of the Resulting Issuer; natural disasters, geopolitical instability, or other unforeseen events could adversely impact the Resulting Issuer; and not all risks to the Resulting Issuer's operations are insurable. Risks involving, among other things, the Transaction and the Resulting Issuer that may affect results of operations, earnings and expected benefits of the Transaction are discussed under the heading " Information Concerning the Resulting Issuer – Risk Factors ".

Although AQR and Black Pine have attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such 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 Information. Forward-Looking Information is made as of the date given and AQR and Black Pine do not undertake any obligation to revise or update any ForwardLooking Information other than as required by applicable law.

Financial Statement Presentation

This Circular contains financial information for AQR and Black Pine for the periods and dates indicated. The "selected financial information" and "selected pro forma financial information" of AQR and Black Pine in this Circular has been derived from (i) the audited consolidated financial statements of AQR for the years ended June 30, 2025 and 2024; (ii) the audited financial statements of AQR for the years ended June 30, 2024 and 2023; (iii) the audited financial statements of AQR for the years ended June 30, 2023 and 2022; (iv) the unaudited condensed consolidated interim financial statements of AQR for the three and six months ended December 31, 2025; (v) the audited financial statements of Black Pine for the years ended December 31, 2025 and 2024; (vi) the audited financial statements of Black Pine for the years ended December 31, 2024 and 2023; (vii) the audited financial statements of Black Pine for the years ended December 31, 2023 and 2022; and (viii) the Pro Forma Financial Statements, each of which have been prepared in accordance with IFRS and are included in this Circular, as follows:

Schedule B ─ the audited consolidated financial statements of AQR for the years ended June 30, 2025 and 2024;

Schedule ─ the audited consolidated financial statements of AQR for the years ended C Error! June 30, 2024 and 2023; Reference source not found.

Schedule D ─ the audited consolidated financial statements of AQR for the years ended June 30, 2023 and 2022;
Schedule E ─ the unaudited condensed consolidated financial statements of AQR for the three and six months ended December 31, 2025;
Schedule F ─ the audited financial statements of Black Pine for the years ended December 31, 2025 and 2024;
Schedule G ─ the audited financial statements of Black Pine for the years ended December 31, 2024 and 2023;

Schedule H

─ the audited financial statements of Black Pine for the years ended December 31, 2023 and 2022; and
the Pro Forma Financial Statements.
─

Technical Information

Except where otherwise stated, the disclosure in this Circular related to the Sugarloaf Property is based on the Technical Report prepared and published in accordance with NI 43-101.

The Sugarloaf Property is the only interest currently held by Black Pine and as such, is material to Black Pine for the purposes of NI 43-101. Black Pine will continue to assess the materiality of its assets as new assets are acquired or move into production.

CIM Definition Standards

Any reference to Proven, Probable, Measured, Indicated and Inferred Resources regarding the Sugarloaf Property have been used in accordance with the CIM Definition Standards, which are incorporated by reference in NI 43-101.

Qualified Person

Robert. A. Lunceford, MSc., CPG, the author of the Technical Report, is a qualified person for the purposes of NI 43-101 and has reviewed and approved the scientific and technical disclosure contained in this Circular.

SUMMARY OF CIRCULAR

The following is a summary of information relating to AQR, Black Pine 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 Circular.

The Meeting

The Meeting will be held at Suite 303, 595 Howe Street, Vancouver, British Columbia at 10:00 a.m. (Vancouver time), on April 24, 2026, for the following purposes:

(1) to receive and consider the audited consolidated financial statements of AQR for the financial years ended June 30, 2025 and June 30, 2024, together with the independent auditor's report thereon;
(2) to appoint DMCL LLP, Chartered Professional Accountants, as auditor of AQR for the ensuing year and to authorize the AQR Board to fix the auditor's remuneration;
(3) to elect directors for the ensuing year;
(4) to consider and, if thought fit, to pass an ordinary resolution, the full text of which is set forth in Schedule A hereto, approving, confirming and ratifying the Omnibus Plan, as more particular described herein;
(5) to consider and, if thought fit, to pass, by Majority of the Minority Approval, with or without variation, the Transaction Resolution, the full text of which is set forth in Schedule A hereto, to approve the Transaction, whereby AQR will acquire Black Pine by way of an amalgamation between Black Pine and Acquisition Co, a wholly owned subsidiary of AQR, pursuant to the Merger Agreement; and
(6) to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

The record date for determining the AQR Shareholders eligible to receive notice of and vote their AQR Shares at the Meeting is the close of business on February 23, 2026.

See " Meeting and Proxy Related Information – Proxy Related Matters " and " Meeting and Proxy Related Information – Requisite Securityholder Approvals ".

Receiving the Financial Statements

The audited consolidated financial statements of AQR for the financial years ended June 30, 2025 and 2024, and accompanying management disclosure and analysis have been prepared and will be sent to registered and beneficial AQR Shareholders who so request.

See " Meeting and Proxy Related Information – Proxy Related Matters " and " Meeting and Proxy Related Information– Requisite Securityholder Approvals ".

Appointment of Auditors

At the Meeting, AQR Shareholders will be asked to vote on the appointment of the external auditors and authorizing the AQR Board to set the external auditors' compensation. The AQR Board recommends that you VOTE FOR the reappointment of the external auditor and authorizing the AQR Board to set the external auditors' compensation. Unless otherwise instructed, it is the intention of the Management Proxyholders in

the enclosed proxy to vote in favour of the reappointment of the external auditors and authorizing the AQR Board to fix the external auditors' remuneration.

See " Meeting and Proxy Related Information – Matters To Be Acted Upon at the Meeting – Appointment of Auditors ".

Electing Directors

At the Meeting, AQR Shareholders will be asked to elect directors for the ensuing year.

The AQR Board presently consists of five directors, being Keturah Nathe, Joe DeVries, Christopher Cherry, Richard Barnett and Huitt Tracey, each of whom management of AQR propose to nominate for re-election at the Meeting until the next annual meeting of AQR Shareholders.

However, upon Completion of the Qualifying Transaction, it is anticipated that the AQR Board will be reconstituted, with Christopher Cherry and Huitt Tracey resigning, and with Richard Drew Martel, Elyssia Patterson and Richard Kern to be appointed as directors to fill the vacancies created by such resignations. Pursuant to Section 14.8 of the Articles of AQR, directors may appoint one or more additional directors, but the number of the directors appointed must not at any time exceed one-third of the number of current directors elected. As AQR has five directors, the Resulting Issuer will be appointing one additional director to the Resulting Issuer Board, being Elyssia Patterson. See " Information Concerning the Resulting Issuer - Officers, Directors and Promoters".

The AQR Board recommends that AQR Shareholders VOTE FOR the directors whom management of AQR propose to nominate for re-election at the Meeting. Unless otherwise instructed, it is the intention of the Management Proxyholders in the enclosed proxy to vote in favour of the election of directors whom management of AQR propose to nominate for re-lection at the Meeting.

See " Meeting and Proxy Related Information – Matters To Be Acted Upon at the Meeting – Election of Directors ".

Approval and Ratification of the Omnibus Plan

At the Meeting, AQR Shareholders will be asked to consider and, if thought appropriate, approve the Omnibus Plan Resolution.

The AQR Board recommends that you VOTE FOR the approval of the Omnibus Plan. Unless otherwise instructed, it is the intention of the Management Proxyholders in the enclosed proxy to vote in favour of the Omnibus Plan.

See " Meeting and Proxy Related Information – Matters To Be Acted Upon at the Meeting – Approval and Ratification of the " , " Information Concerning AQR – Stock Option Plan" , "Information Concerning the Resulting Issuer - Description of Securities – Resulting Issuer Equity Awards " and " Information Concerning the Resulting Issuer – Security Based Compensation ".

Approval of the Transaction

At the Meeting, AQR Shareholders will be asked to consider and, if thought appropriate, approve the Transaction by passing, with or without variation, the Transaction Resolution.

The AQR Board recommends that you VOTE FOR the approval of the Transaction Resolution. Unless otherwise instructed, it is the intention of the Management Proxyholders in the enclosed proxy to vote in favour of the Transaction.

See " Meeting and Proxy Related Information – Matters To Be Acted Upon at the Meeting – Approval of the Transaction ", " Information Concerning AQR – The Transaction ", " Information Concerning Black Pine " and " Information Concerning the Resulting Issuer ".

Anquiro Ventures Ltd.

AQR was incorporated pursuant to the provisions of the BCBCA on March 1, 2012, and completed its initial public offering on February 23, 2018. AQR has one subsidiary, AcquisitionCo, which is wholly-owned by AQR. The AQR Shares are listed on the TSXV under the symbol "AQR.P". Trading of the AQR Shares was suspended, effective at the open, on February 28, 2020, as a result of AQR having failed to complete a Qualifying Transaction within 24 months of its listing. Trading remains suspended as of the date of this Circular. The closing price of the AQR Shares on the TSXV on February 24, 2020, the last full day of trading immediately prior to the halt, was $0.035. The head office and registered and records office of AQR are located at Suite 303, 595 Howe Street, Vancouver, British Columbia V6C 2T5.

See " Information Concerning AQR – Corporate Structure " and " Information Concerning AQR – General Development of the Business ".

The Transaction

On October 17, 2024, AQR, AcquisitionCo, and Black Pine entered into the Merger Agreement. Pursuant to the Merger Agreement, AQR and Black Pine have agreed to complete the Transaction pursuant to which, among other things, AQR will acquire all of the issued and outstanding securities of Black Pine though the amalgamation of Black Pine and AcquisitionCo pursuant to the provisions of the BCBCA, which amalgamation will form Amalco. Each Black Pine Shareholder will be entitled to receive that number of Resulting Issuer Shares as is equal to the number of Black Pine Shares held by such Black Pine Shareholder immediately prior to the Effective Time, at a deemed price of $0.10 per share.

Immediately after the Transaction Closing, assuming the Subscription Receipt Conversion and no exercise of any Black Pine Options, it is anticipated there will be approximately 35,431,729 Resulting Issuer Shares issued and outstanding on an undiluted basis, of which approximately:

(a) 15,000,000 Resulting Issuer Shares will be held by SR Subscribers;
(b) 4,500,001 Resulting Issuer Shares will be held by former AQR Shareholders; and
(c) 15,931,728 Resulting Issuer Shares will be held by former Black Pine Shareholders (excluding SR Subscribers).

In 2024, AQR received conditional acceptance from the Exchange for the Qualifying Transaction, subject to AQR fulfilling all of the requirements of the Exchange. The conditional acceptance lapsed on February 28, 2025, and AQR is in the process of re-applying for conditional acceptance from the Exchange.

See " Information Concerning AQR – The Transaction " and " Information Concerning the Resulting Issuer ".

Black Pine Resources Corp.

Black Pine was incorporated under the BCBCA, on October 20, 2017, under the name "Digital Asset Management Corp." On February 23, 2021, Black Pine changed its name to "Black Pine Resources Corp." No public market exists for the securities of Black Pine as of the date hereof. The registered and records office and principal office of Black Pine are located at Suite 303, 595 Howe Street, Vancouver, British Columbia V6C 2T5.

See " Information Concerning Black Pine – Corporate Structure ".

General Development of the Business of Black Pine

Black Pine is a mineral exploration company focused on the acquisition and exploration of prospective mineral properties, focusing on exploring and developing copper and/or gold deposits. Black Pine is primarily seeking prospects in North America that host porphyry and/or sedimentary copper and gold deposits, from calc-alkaline to alkaline porphyry deposits, to higher grade volcanogenic massive sulphide (VMS) and skarn deposits.

Pursuant to the Property Agreement, Black Pine has an option to acquire a 100% interest in the Sugarloaf Property, subject to a 2% net smelter return royalty and further subject to a cash payment of US$1,000,000 payable to GBR upon the Sugarloaf Property attaining Commercial Production, as defined in the Property Agreement. The Sugarloaf Property is located in Gila National Forest, Grant County, New Mexico, and consists of approximately 1,540 acres.

See " Information Concerning Black Pine – Description of the Business " and " Information Concerning Black Pine –Consolidated Capitalization ".

Concurrent Financing

A finder's fee of up to 10% of the gross proceeds of the Concurrent Financing will be payable from the Escrowed Proceeds.

Each Subscription Receipt issued by Black Pine will be converted into one SR Unit, with each SR Unit comprised of one Black Pine Share and one SR Warrant. Each such SR Warrant will be exercisable by the holder thereof for a period of three years after the date of its issuance to acquire one Black Pine Share at a price per share of $0.20.

Each Subscription Receipt issued by AQR will be converted into one SR Unit, with each SR Unit comprised of one AQR Share and one SR Warrant. Each such SR Warrant will be exercisable by the holder thereof for a period of three years after the date of its issuance to acquire one AQR Share at a price per share of $0.20. All Subscription Receipts issued by AQR pursuant to the Concurrent Financing are subject to final approval of the Concurrent Financing and the Transaction by the TSXV. All securities issued by AQR pursuant to the Concurrent Financing shall be subject to a four month and a day hold period in Canada.

See " Information Concerning AQR – General Development of the Business – The Transaction – Concurrent Financing ".

Interests of Insiders, Promoters and Control Persons

Pine Board and the AQR Board of his or her disclosable interest and will recuse himself or herself from voting on matters relating to the Transaction that are to be approved prior to the Transaction Closing, and will not receive any consideration in connection with the Transaction, other than as described below.

As of the date of this Circular, the Principals of AQR listed in the table below hold an aggregate of 46.67% of the issued and outstanding AQR Shares and 21.03% of the issued and outstanding Black Pine Shares, in each case, on an undiluted basis, and an aggregate of 19.20% of the issued and outstanding Black Pine Shares, on a partially-diluted basis. Ms. Nathe, Mr. DeVries and Mr. Barnett collectively hold an aggregate of 37.78% of the issued and outstanding AQR Shares and 17.26% of the issued and outstanding Black Pine Shares, in each case, on an undiluted basis, and are anticipated to hold an aggregate of 15.66% of the issued and outstanding Resulting Issuer Shares, on a partially-diluted basis, at the Effective Time. The table below sets out the holdings of such Principals in the securities of AQR and Black Pine, as at the date hereof, and the anticipated holdings in the securities the Resulting Issuer, immediately after the Transaction Closing.

Name	Positions	Number and percentage of AQR Shares(1)	Number and percentage of Black Pine Shares(2)	Number and percentage of anticipated Resulting Issuer Shares(3)
Keturah Nathe(4)	Director, president and CEO of AQR; director of Black Pine; and proposed director and corporate secretary of the Resulting Issuer	100,000 AQR Shares 2.22%	750,000 Black Pine Shares 4.71%(11)	850,000 Resulting Issuer Shares 2.40%(18)
Teresa Cherry(5)	CFO and corporate secretary of AQR; consultant of Black Pine; and proposed CFO of the ResultingIssuer	100,000 AQR Shares 2.22%	Nil(12)	100,000 Resulting Issuer Shares 0.2819)
Joe DeVries(6)(7)	Director of AQR and Black Pine; and proposed director of theResultingIssuer	1,400,001 AQR Shares(9) 31.11%	1,750,000 Black Pine Shares(13) 10.98%(14)	3,150,001 Resulting Issuer Shares 8.89%(20)
Christopher Cherry	Director of AQR and proposed director of the Resulting Issuer	100,000 AQR Shares(10) 2.22%	500,000 Black Pine Shares 3.14%(15)	600,000 Resulting Issuer Shares 1.69%(21)

Name	Positions	Number and percentage of AQR Shares(1)	Number and percentage of Black Pine Shares(2)	Number and percentage of anticipated Resulting Issuer Shares(3)
Huitt Tracey	Director of AQR and proposed director of the Resulting Issuer	200,000 AQR Shares 4.44%	100,000 Black Pine Shares 0.63%(16)	300,000 Resulting Issuer Shares 0.85%(22)
Richard Barnett(8)	Director of AQR; CFO Black Pine; and proposed sole directorof Amalco.	200,000 AQR Shares 4.44%	250,000 Black Pine Shares 1.57%(17)	450,000 Resulting Issuer Shares 1.27%(23)

Notes:

(1) Percentages are calculated on an undiluted basis and are based on an aggregate of 4,500,001 AQR Shares issued and outstanding as of the date of this Circular. AQR does not have any convertible securities outstanding as of the date of this Circular.
(2) Percentages are calculated on an undiluted basis and are based on an aggregate of 15,931,728 Black Pine Shares issued and outstanding as of the date of this Circular. Black Pine also has 1,513,054 Black Pine Options outstanding as of the date of this Circular.
(3) Percentages are calculated on an undiluted basis and are based on an aggregate of 35,431,729 Resulting Issuer Shares anticipated to be outstanding on the Effective Date, assuming (i) the anticipated amount under the Concurrent Financing is raised, (ii) none of the persons listed in the table above participate, directly or indirectly, in the Concurrent Financing, (iii) the Subscription Receipt Conversion and (iv) no exercise of Black Pine Options or SR Warrants prior to the Effective Time. The Resulting Issuer is also anticipated to have 1,513,054 Resulting Issuer Options and 15,000,000 Resulting Issuer Warrants outstanding on the Effective Date, assuming (i) the anticipated amount under the Concurrent Financing is raised, (ii) the Subscription Receipt Conversion and (iii) no exercise of Black Pine Options or SR Warrants prior to the Effective Time.
(4) Ms. Nathe also holds 375,000 Black Pine Options, each exercisable for the purchase of one Black Pine Share at a price of $0.10 per share until March 31, 2027. At the Effective Time, such Black Pine Options will be exchanged for 375,000 Resulting Issuer Options with equivalent terms.
(5) Ms. Cherry also holds 175,000 Black Pine Options, each exercisable for the purchase of one Black Pine Share at a price of $0.10 per share until March 31, 2027. At the Effective Time, such Black Pine Options will be exchanged for 175,000 Resulting Issuer Options with equivalent terms.
(6) Mr. DeVries also holds 125,000 Black Pine Options, each exercisable for the purchase of one Black Pine Share at a price of $0.10 per share until March 31, 2027. At the Effective Time, such Black Pine Options will be exchanged for 125,000 Resulting Issuer Options with equivalent terms.
(7) Mr. Devries is the sole shareholder of Simco. Concurrently with the Transaction Closing, it is anticipated that the Resulting Issuer will enter into the Simco Agreement to retain Simco as an independent contractor to provide the Simco Services for consideration of $5,506.20 (plus GST) per month. The Resulting Issuer will also reimburse Simco for all reasonable out-of-pocket expenses, plus a 10% payment charge. See " Information Concerning the Resulting Issuer – Officers, Directors and Promoters " and " Information Concerning the Resulting Issuer – Executive Compensation – Employment, Consulting and Management Agreements ".
(8) Mr. Barnett also holds 175,000 Black Pine Options, each exercisable for the purchase of one Black Pine Share at a price of $0.10 per share until March 31, 2027. At the Effective Time, such Black Pine Options will be exchanged for 175,000 Resulting Issuer Options with equivalent terms.
(9) These AQR Shares are held indirectly through Simco Services Inc., a private company that is wholly owned by Mr. DeVries.
(10) These AQR Shares are held indirectly through Cherry Consulting Ltd., a private company that is wholly owned by Mr. Cherry.
(11) On a fully-diluted basis, assuming the exercise of 1,513,054 Black Pine Options, Ms. Nathe holds 6.45% of the Black Pine Shares.
(12) On a fully-diluted basis, assuming the exercise of 1,513,054 Black Pine Options, Ms. Cherry holds 1.00% of the Black Pine Shares.
(13) These Black Pine Shares are held as follows: 250,000 are held by Mr. DeVries directly, 500,000 are held by Mr. DeVries through G&O Energy Investments Ltd., a private company that is wholly owned by Mr. DeVries, and 1,000,000 are held by Mr. DeVries through Simco, a private company that is wholly owned by Mr. DeVries.
(14) On a fully-diluted basis, assuming the exercise of 1,513,054 Black Pine Options, Mr. DeVries holds 10.75% of the Black Pine Shares.
(15) On a fully-diluted basis, assuming the exercise of 1,513,054 Black Pine Options, Mr. Cherry holds 2.87% of the Black Pine Shares.
(16) On a fully-diluted basis, assuming the exercise of 1,513,054 Black Pine Options, Mr. Tracey holds 0.57% of the Black Pine Shares.
(17) On a fully-diluted basis, assuming the exercise of 1,513,054 Black Pine Options, Mr. Barnett holds 2.44% of the Black Pine Shares.
(18) On a fully-diluted basis, assuming (i) the amount under the Concurrent Financing is raised, (ii) Ms. Nathe does not participate, directly or indirectly, in the Concurrent Financing, (iii) the Subscription Receipt Conversion and (iv) the exercise of 1,513,054 Black Pine Options and 15,000,000 SR Warrants, Ms. Nathe holds 2.36% of the Resulting Issuer Shares.
(19) On a fully-diluted basis, assuming (i) the amount under the Concurrent Financing is raised, (ii) Ms. Cherry does not participate ,directly or indirectly, in the Concurrent Financing, (iii) the Subscription Receipt Conversion and (iv) the exercise of 1,513,054 Black Pine Options and 15,000,000 SR Warrants, Ms. Cherry holds 0.53% of the Resulting Issuer Shares.

(20) On a fully-diluted basis, assuming (i) the amount under the Concurrent Financing is raised, (ii) Mr. DeVries does not participate, directly or indirectly, in the Concurrent Financing, (iii) the Subscription Receipt Conversion and (iv) the exercise of 1,513,054 Black Pine Options and 15,000,000 SR Warrants, Mr. DeVries holds 6.30% of the Resulting Issuer Shares.
(21) On a fully-diluted basis, assuming (i) the amount under the Concurrent Financing is raised, (ii) Mr. Cherry does not participate, directly or indirectly, in the Concurrent Financing, (iii) the Subscription Receipt Conversion and (iv) the exercise of 1,513,054 Black Pine Options and 15,000,000 SR Warrants, Mr. Cherry holds 1.16% of the Resulting Issuer Shares.
(22) On a fully-diluted basis, assuming (i) the amount under the Concurrent Financing is raised, (ii) Mr. Tracey does not participate, directly or indirectly, in the Concurrent Financing, (iii) the Subscription Receipt Conversion and (iv) the exercise of 1,513,054 Black Pine Options and 15,000,000 SR Warrants, Mr. Tracey holds 0.58% of the Resulting Issuer Shares.
(23) On a fully-diluted basis, assuming (i) the amount under the Concurrent Financing is raised, (ii) Mr. Barnett does not participate, directly or indirectly, in the Concurrent Financing, (iii) the Subscription Receipt Conversion and (iv) the exercise of 1,513,054 Black Pine Options and 15,000,000 SR Warrants, Mr. Barnett holds 1.2% of the Resulting Issuer Shares.

Other than as described below, Black Pine has not entered into any agreement or arrangement under which compensation was provided during the most recently complete financial year or is payable in respect of services provided to Black Pine or its subsidiaries that were performed by a director or NEO, or performed by any other party but are services typically provided by a director or a NEO.

Concurrently with the Transaction Closing, it is anticipated that that the Resulting Issuer will enter into the Simco Agreement, pursuant to which Simco will provide the Simco Services to the Resulting Issuer. It is anticipated that, pursuant to the Simco Agreement with the Resulting Issuer, Simco will provide the Simco Services and for consideration of $5,506.20 (plus GST) per month. The Resulting Issuer will also reimburse Simco for all reasonable out-of-pocket expenses, plus a 10% payment charge. See " Information Concerning the Resulting Issuer – Executive Compensation - Employment, Consulting and Management Agreements ".

Black Pine entered into a consulting agreement with Richard Drew Martel (the "Martel Consulting Agreement") pursuant to which Mr. Martel agrees to act as Black Pine's CEO beginning on May 1, 2022, for a term of one year and renewable on a month-to-month basis, subject to a 30 day termination notice period. Under this consulting agreement, Mr. Martel is paid a base management fee of $7,500 per month, with bonuses to be considered and determined by the Black Pine Board on an annual basis, which may include stock options, special warrants or bonus fees. The Martel Consulting Agreement does not contain provisions relating to change of control, severance or constructive dismissal.

Black Pine entered into a consulting agreement with KMN Mgmt Inc. (the "KMN Consulting Agreement"), a company wholly owned by Keturah Nathe, pursuant to which KMN Mgmt Inc. agrees to act as Black Pine's securities and regulatory administrator beginning on May 1, 2022, for a term of one year and renewable on a month-to-month basis, subject to a 30 day termination notice period. Under the KMN Consulting Agreement, KMN Mgmt Inc. is paid a base management fee of $2,500 per month. The KMN Consulting Agreement does not contain provisions relating to change of control, severance or constructive dismissal.

Non-Arm's Length Transactions", " Information Concerning the Resulting Issuer – Officers, Directors and Promoters – Interests of Management and Others in Material Transactions ", " Information Concerning the Resulting Issuer – Officers, Directors and Promoters – Conflicts of Interest ", " Information Concerning the Resulting Issuer – Executive Compensation – Employment, Consulting and Management Agreements " and " Information Concerning the Resulting Issuer – Risk Factors ".

Non-Arm's Length and Related Party Transaction

The Transaction is a Non-Arm's Length Qualifying Transaction as the same parties and their Associates or Affiliates are Control Persons in both AQR and Black Pine. Furthermore, the Transaction may be considered a Related Party Transaction because (a) Ms. Keturah Nathe (President, CEO and a director of AQR) is also a director of Black Pine, Mr. Joe DeVries (a director of AQR) is also a director of Black Pine, and Mr. Richard Barnett (a director of AQR) is also the CFO of Black Pine; and (b) the aggregated holdings of the issued and outstanding AQR Shares and Black Pine Shares by Principals of AQR exceed 20%. See " Interests of Insiders, Promoters and Control Persons ".

As a Non-Arm's Length Qualifying Transaction and a Related Party Transaction, the Transaction must receive Majority of the Minority Approval pursuant to Policy 2.4 in conjunction with Policy 5.9, which incorporates the provisions of MI 61-101. As a result, the Transaction is conditional upon (among other things) the Transaction Resolution being approved at the Meeting by Majority of the Minority Approval. If Majority of the Minority Approval is obtained at the Meeting for the Transaction Resolution and all of the conditions precedent to the completion of the Transaction contained in the Merger Agreement have been satisfied or waived, the AQR Board intends to complete the Transaction in accordance with the terms of the Merger Agreement.

Policy 2.4 states that Majority of the Minority Approval is required if the proposed Qualifying Transaction is subject to Policy 5.9, which incorporates the provisions of MI 61-101. Generally speaking, MI 61-101 requires a reporting issuer, unless exempted, to obtain a formal valuation and minority shareholder approval where the transaction in question is a "business combination", an "issuer bid", an "insider bid" or a "related party transaction".

Consequently, AQR is required, unless an exemption is available, to obtain a formal valuation and minority shareholder approval in respect of the Transaction. AQR is not required to obtain a formal valuation because the AQR Shares are not listed on a prescribed stock exchange listed in MI 61-101. However, MI 61-101 does not provide an exemption from the requirement to obtain minority shareholder approval in respect of the Transaction. AQR must therefore obtain Majority of the Minority Approval of the Transaction in accordance with Policy 2.4.

In order to obtain Majority of the Minority Approval of the Transaction, Policy 2.4 requires that the Transaction be approved by the majority of votes cast by AQR Shareholders at the Meeting, other than (a) Non-Arm's Length Parties to AQR; (b) Non-Arm's Length Parties to the Qualifying Transaction; (c) AQR, if it holds any AQR Shares, and (d) a Person acting jointly or in concert with a Person referred to in paragraph (a) or (b) in respect of the Transaction.

To the knowledge of AQR and its directors and management, after reasonable inquiry, votes attaching to AQR Shares will be excluded for the purposes of the Majority of the Minority Approval of the Transaction Resolution as set out in the table below.

Name	Number of AQR Shares beneficially owned or over which control or direction is exercised as at the date hereof	Percentage of issued and outstanding AQR Shares as at the date hereof(1)
Keturah Nathe	100,000	2.22%
Teresa Cherry	100,000	2.22%
Joe DeVries	1,400,001	31.11%
ChristopherCherry	100,000	2.22%
Huitt Tracey	200,000	4.44%
Richard Barnett	200,000	4.44%
TOTAL	2,100,001	46.65%

Note:

(1) Percentages are on an undiluted basis and are based on an aggregate of 4,500,001 AQR Shares issued and outstanding as of the date of this Circular.

Information about the Resulting Issuer

The corporate name of the Resulting Issuer is anticipated to be "[Black Pine Resources Corp.]" or such other name as the AQR Board and the Black Pine Board may determine and is acceptable to the regulators. The Resulting Issuer's head office and registered and records office will be located at Suite 303, 595 Howe Street, Vancouver, British Columbia V6C 2T5.

See " Information Concerning the Resulting Issuer ".

Available Funds

The table below sets out the estimated funds available to the Resulting Issuer as at February 28, 2026, after giving effect to the Transaction (the " Available Funds ").

Source of funds	Amount(1)(3)	Amount(2)(3)
Estimated AQR working capital as at February 28, 2026	$(122,090)	$(122,090)
EstimatedBlack Pineworking capitalas atFebruary28,2026	176,883	176,883
Estimated Concurrent financing	$1,020,000	$2,020,000
Total estimated Available Funds:	$1,074,793	$2,074,793

Note:

(1) Assuming $1,500,000 is raised under the Concurrent Financing.
(2) Assuming $2,500,000 is raised under the Concurrent Financing.
(3) Assumes the maximum finder's fee is paid in connection with the Concurrent Financing. A finder's fee of up to 10% of the Escrowed Proceeds is payable from the Escrowed Funds on or after the date on which the Escrowed Funds will be released to Black Pine and AQR.

The table below sets out the proposed use of the Available Funds as at February 28, 2026, by the Resulting Issuer after giving effect to the Transaction.

Principal uses of estimated Available Funds	Amount(1)	Amount(2)
Exploration expenditures sufficient to satisfy the Property Agreement for the next 12 months	$300,000(3)(4)	$300,000(3)(4)
General and administrative	$319,972(5)	$319,972(5)
Estimated transaction costs	$209,000(6)	$309,000(6)
Unallocated working capital	$245,821(7)	$1,145,821(7)
Total uses of funds:	$1,074,793	$2,074,793

Notes:

(1) Assuming $1,500,000 is raised under the Concurrent Financing.
(2) Assuming $2,500,000 is raised under the Concurrent Financing.
(3) The Phase 1 exploration program recommended in the Technical Report is $300,000. See " Information Concerning Black Pine – Description of the Business – Technical Report ".
(4) Pursuant to the Property Agreement, an aggregate of US$300,000 (Paid) worth of exploration expenditures are required by no later than 1 year from the closing date of the Qualifying Transaction and expenditures paid by Black Pine prior to such date are applied against the first-year expenditures. As at December 31, 2025, AQR has expended $316,537
(5) The general and administrative costs are anticipated to be comprised of NEO salaries and management fees of $144,900, legal fees of $5,000, sustaining fees of $6,000, costs related to the annual general meeting of shareholders of the Resulting Issuer of $6,000, transfer agent and filing fees of $12,000, shareholder communication fees of $5,000, audit related fees of $25,000, travel fees of $10,000, office and administration fees of $66,072, consulting fees of $30,000 and additional miscellaneous costs of $10,000.
(6) Estimated transaction costs are anticipated to be comprised of TSXV filing fee of $10,000, legal fees of $40,000, transfer agent costs (including any costs associated with the Meeting) of $9,000, and additional finders fees of $150,000[(1),] or $250,000[(2)] .
(7) Unallocated working capital may be allocated to additional exploration program expenditures beyond what is sufficient to satisfy the exploration expenditure requirements pursuant to the Property Agreement.

See " Information Concerning the Resulting Issuer – Available Funds and Principal Purposes ".

Selected Pro Forma Financial Information

The table below sets out a summary of selected pro forma consolidated financial information of the Resulting Issuer as at December 31, 2025, after giving effect to the Pro Forma Adjustments and assuming the Pro Forma Assumptions. The table below should be read in conjunction with the Pro Forma Financial Statements attached as Schedule I hereto .

Balance sheet data	As of December 31, 2025
Current assets	$1,238,591
Totalassets	$1,663,204

Balance sheet data	As of December 31, 2025
Current liabilities	$483,365
Total liabilities	$483,365
Shareholders'equity	$1,179,839

See " Information Concerning the Resulting Issuer –

Selected Pro Forma Financial Information".

Selected Financial Information of AQR

The table below sets out certain selected financial information of AQR as at and for the dates and periods indicated, which information is derived from, and should be read in conjunction with, the financial statements of AQR attached as Schedule B, Schedule C, Schedule D and Schedule E hereto.

	As at and for the year ended June 30, 2025 (audited)	As at and for the year ended June 30, 2024 (audited)	As at and for the six months ended December 31, 2025 (unaudited)
Balance sheet data
Total assets	$66	$1,265	$108
Total liabilities	$122,014	$209,149	$118,352
Shareholders'equity (deficit)	$(121,948)	$(207,884)	$118,244

Summary operating results
Total revenues	Nil	Nil	Nil
Other items (gain) loss	$(144,251)	$(14,149)	$(26,479)
Total expenses	$58,315	$61,641	$22,775
Net (income) loss $(85,936) $47,492 $(3,704)

See " Information Concerning AQR – Selected Financial Information " and " Information Concerning AQR – Management's Discussion and Analysis ".

Selected Financial Information of Black Pine

The table below sets out certain selected financial information of Black Pine as at and for the dates and periods indicated, which information is derived from, and should be read in conjunction with, the financial statements of Black Pine attached as Schedule F, Schedule G and Schedule H hereto.

	As at and for the year ended December 31, 2025 (audited)	As at and for the year ended December 31, 2024 (audited)	As at and for the year ended December 31, 2023 (audited)
Balance sheet data
Total assets	$604,267	$405,230	$676,956
Total liabilities	$520,013	$147,726	$29,078
Shareholders'equity	$84,254	257,504	$647,878

Summary operating results
Revenue	$nil	$nil	$nil
Gross profit	$nil	$nil	$nil
Operating expenses	$173,250	$390,374	$371,322
Net loss before taxes	$173,250	$390,374	$371,322
Tax expense	$nil	$nil	$nil
Net loss	$173,250	$390,374	$371,322
Othercomprehensiveloss	$173,250	$390,374	$371,322
Total comprehensive loss	$173,250	$390,374	$371,322

Black Pine declared no cash dividends during the periods ended December 31, 2025, December 31, 2024, and December 31, 2023.

See " Information Concerning Black Pine – Selected Financial Information " and " Information Concerning Black Pine – Management's Discussion and Analysis ".

Trading Price

The AQR Shares have been posted for trading on the TSXV since February 23, 2018, under the trading symbol "AQR.P". Trading of the AQR Shares was suspended, effective at the open, on February 28, 2020, as a result of AQR having failed to complete a Qualifying Transaction within 24 months of its listing. Trading remains suspended as of the date of this Circular. The closing price of the AQR Shares on the TSXV on February 24, 2020, the last full day of trading immediately prior to the halt, was $0.035. AQR Shares remain halted as of the date of this Circular.

See " Information Concerning AQR – Trading Price and Volume ".

Sponsorship

Sponsorship for a Qualifying Transaction is required by Policy 2.4 unless an exemption or waiver from the sponsorship requirement is granted to AQR by the TSXV. [Subject to the satisfaction of certain conditions, the TSXV has granted AQR a waiver from the sponsorship requirements in respect of the Transaction.]

See " General Matters – Sponsorship ".

Conflicts of Interest

Mr. Richard Barnett is the CFO of Black Pine and a director of AQR. Ms. Keturah Nathe is a director of Black Pine and the CEO, President and a director of AQR. Mr. Joe DeVries is a director of each of Black Pine and AQR. As such, each of Ms. Nathe, Mr. DeVries and Mr. Barnett is a Non-Arm's Length Party and Insider to Black Pine and AQR. Each of Ms. Nathe, Mr. DeVries, and Mr. Barnett has informed the Black Pine Board and the AQR Board of his or her disclosable interest and will recuse himself or herself from voting on matters relating to the Transaction that are to be approved prior to the Transaction Closing, and will not receive any consideration in connection with the Transaction.

Mr. Joe DeVries is a "related party" (as such term is defined in MI 61-101) to AQR and is anticipated to be a "related party" to the Resulting Issuer on the Transaction Closing Date. Mr. Devries is also the sole shareholder of Simco. Concurrently with the Transaction Closing, it is anticipated that the Resulting Issuer will enter into the Simco Agreement to retain Simco as an independent contractor to provide the Simco Services for consideration of $5,506.20 (plus GST) per month. The Resulting Issuer will also reimburse Simco for all reasonable out-of-pocket expenses, plus a 10% payment charge.

Mr. Richard Kern, a director of Black Pine and a proposed director of the Resulting Issuer, is the president of GBR, which is the counterparty to the Property Agreement. Mr. Kern has advised the Black Pine Board of his disclosable interest and has recused himself from voting on matters relating to the Property Agreement. Mr. Kern has advised Black Pine that he has not received any consideration in connection with the Property Agreement.

In addition, certain directors and officers of the Resulting Issuer are associated with other reporting issuers or other corporations that may give rise to conflicts of interest. In accordance with the BCBCA, directors or officers of the Resulting Issuer who have a material interest in a material contract or a proposed material contract with the Resulting Issuer are required, subject to certain exceptions, to disclose that interest and generally abstain from voting on any resolution to approve the contract. In addition, the directors are required to act honestly and in good faith with a view to the best interests of the Resulting Issuer.

Some of the directors and officers of the Resulting Issuer have or will have either other employment or other business or time restrictions placed on them and, accordingly, these directors and officers of the Resulting Issuer will only be able to devote part of their time to the affairs of the Resulting Issuer.

Black Pine entered into a consulting agreement with Richard Drew Martel (the "Martel Consulting Agreement") pursuant to which Mr. Martel agrees to act as Black Pine's CEO beginning on May 1, 2022, for a term of one year and renewable on a month-to-month basis, subject to a 30 day termination notice period. Under this consulting agreement, Mr. Martel is paid a base management fee of $7,500 per month, with bonuses to be considered and determined by the Black Pine Board on an annual basis, which may include stock options, special warrants or bonus fees. The Martel Consulting Agreement does not contain provisions relating to change of control, severance or constructive dismissal.

Non-Arm's Length Transactions ", " Information Concerning the Resulting Issuer – Officers, Directors and Promoters – Interests of Management and Others in Material Transactions ", " Information Concerning the Resulting Issuer – Officers, Directors and Promoters – Conflicts of Interest ", " Information Concerning the Resulting Issuer – Executive Compensation – Employment, Consulting and Management Agreements " and " Information Concerning the Resulting Issuer – Risk Factors ".

Interests of Experts

No person or company who is named as having prepared or certified a part of this Circular or prepared or certified a report or valuation described or included in this Circular has, or will have, immediately following the Transaction Closing, any direct or indirect interest in Black Pine, AQR or the Resulting Issuer, other than as disclosed in this section.

DMCL LLP, Chartered Professional Accountants, are the auditors of AQR and have confirmed with respect to AQR that they are independent within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations.

Davidson & Company LLP are the auditors of Black Pine and have confirmed with respect to Black Pine that they are independent within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations.

R. A. Lunceford, MSc., CPG, an independent consulting geologist and "qualified person" as defined in NI 43-101 is the author responsible for the preparation of the Technical Report. As of the date hereof, Mr. Lunceford has not received, and will not receive, any registered or beneficial interest, direct or indirect in any securities or other property of AQR or Black Pine.

See " General Matters – Interests of Experts ".

Risk Factors

The following risk factors are not a definitive list of all risk factors associated with the Transaction. Additional risks and uncertainties, including those currently unknown or considered immaterial by AQR and Black Pine, may also adversely affect the Resulting Issuer Shares and/or the business of the Resulting Issuer following the Transaction Closing: Forward-Looking Information may prove inaccurate; the Resulting Issuer may issue additional equity securities diluting the ownership interest of existing Resulting Issuer shareholders; the Resulting Issuer's status as a reporting issuer may increase price volatility; AQR and Black Pine have negative operating cash flow and no history of earnings and have had negative cash flow from operating activities since inception; potential profitability of mineral properties is dependent upon many factors beyond the Resulting Issuer's control; substantial expenditures are required to establish commercial production on the Sugarloaf Property; the Resulting Issuer will rely on outside parties and the quality of such parties' work could adversely affect the business of the Resulting Issuer; the Resulting Issuer may enter into strategic alliances with third parties and be exposed to risks inherent in strategic alliances; the Resulting Issuer's future success depends on its continuing ability to attract, develop, motivate, and retain key management personnel; the Resulting Issuer can provide no assurances that its management's past experience will be sufficient to enable the Resulting Issuer to successfully operate as a public company; the Resulting Issuer may be subject to various potential conflicts of interest; the Resulting Issuer's employees, independent contractors and consultants may engage in fraudulent or other illegal activity; reputational loss may result in decreased customer confidence; failure or difficulty in implementing new or improved internal controls could harm the Resulting Issuer's results of operations or cause it to fail to meet its reporting obligations; the Resulting issuer's operations could be affected by economic risks; the Resulting Issuer may fail to apply proceeds effectively; the Resulting Issuer may fail to successfully integrate or obtain benefits from acquired businesses; the development of the Resulting issuer may require additional financing which is not guaranteed; sales forecasts could prove inaccurate; market price of Resulting Issuer Shares may be subject to wide price fluctuations; the Resulting Issuer may not manage growth effectively; the Resulting Issuer may fail to turn a profit or generate immediate revenues; the Resulting Issuer may be exposed to equity price risk; anti money-laundering laws could prevent the Resulting Issuer from distributing proceeds to shareholders if violated; existing and future laws and regulations may impede the Resulting Issuer's growth strategies, increase costs of doing business, or have other adverse effects on the business of the Resulting Issuer; challenging global financial conditions could negatively impact the ability of the Resulting Issuer to obtain financing or impact the price of its securities; the Resulting Issuer will be exposed to credit and liquidity risks; the Resulting Issuer may become involved in various claims, legal proceedings, and disputes; there can be no assurance that the Resulting Issuer will declare a dividend on a quarterly, annual or other basis; the Resulting Issuer is exposed to foreign currency risk as the Sugarloaf Property is situated in the United States; mineral exploration and development involve a high degree of risk and few properties which are explored are ultimately developed into producing mines; the Resulting Issuer will not have an interest in any mineral property that presently contains any commercial ore; the grade of material ultimately mined may differ from that indicated by drilling or other laboratory results; failure to obtain mining equipment when needed may result in delays in the Resulting Issuer's exploration programs; the Resulting Issuer will be subject to risks and hazards typical of companies engaged in the mining industry; operations

during mining cycle peaks are more expensive; there is no assurance that the Resulting Issuer will be able to acquire another mineral property of merit or that such an acquisition would be approved by the TSXV; the Sugarloaf Property is not a producing property and its ultimate success will depend on its operating ability to generate cash flow from producing properties in the future; the Resulting Issuer's operations are at an early stage of development and its success will depend on the outcome of proposed exploration programs; there can be no guarantee that the Resulting Issuer 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; no assurances can be given that the Resulting Issuer may not face challenges to the title of the Sugarloaf Property or subsequent properties it may acquire; there is no assurance that local community or native land claims with respect to the Resulting Issuer's property will not be asserted in the future; there is no guarantee the Resulting Issuer will be able to raise sufficient funding in the future to make required payments within prescribed time periods pursuant to the Property Agreement in order for the Resulting Issuer to explore and develop the Sugarloaf Property so as to maintain its interests therein; the mining industry is intensely competitive in all its phases; several of the Resulting Issuer's directors and officers act as directors and officers of other mineral exploration companies and situations may arise where these directors and officers will be in direct competition with the Resulting Issuer; environmental laws and regulations may affect the operations of the Resulting Issuer; social and environmental activism may affect the operations of the Resulting Issuer; health and safety laws and regulations may affect the operations of the Resulting Issuer; natural disasters, geopolitical instability, or other unforeseen events could adversely impact the Resulting Issuer; and not all risks to the Resulting Issuer's operations are insurable.

See " Information Concerning the Resulting Issuer – Risk Factors ."

MEETING AND PROXY RELATED INFORMATION

Proxy Related Matters

AQR is providing this Circular and a form of proxy in connection with management's solicitation of proxies for use at the Meeting. AQR will conduct its solicitation by mail and officers and employees of AQR may, without receiving special compensation, also telephone or make other personal contact at nominal cost. AQR will pay the cost of solicitation.

Appointment of Proxyholder

The purpose of a proxy is to designate persons who will vote the proxy on an AQR Shareholder's behalf in accordance with the instructions given by the AQR Shareholder in the proxy. The persons whose names are printed in the enclosed form of proxy are officers or directors of AQR (the " Management Proxyholders ").

An AQR Shareholder has the right to appoint a person other than a Management Proxyholder, to represent the AQR Shareholder at the Meeting by striking out the names of the Management Proxyholders and by inserting the desired person's name in the blank space provided or by executing a proxy in a form similar to the enclosed form. A proxyholder need not be an AQR Shareholder.

Voting by Proxy

Only registered AQR Shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Shares represented by a properly executed proxy will be voted or be withheld from voting on each matter referred to in the notice of meeting accompanying this Circular (the " Notice of Meeting ") in accordance with the instructions of the AQR Shareholder on any ballot that may be called for and if the AQR Shareholder specifies a choice with respect to any matter to be acted upon, the AQR Shares will be voted accordingly.

If an AQR Shareholder does not specify a choice and the AQR Shareholder has appointed one of the Management Proxyholders as proxyholder, the Management Proxyholder will vote in favour of the matters specified in the Notice of Meeting and in favour of all other matters proposed by management at the Meeting.

The enclosed form of proxy also gives discretionary authority to the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of the Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Circular, management of AQR knows of no such amendments, variations or other matters to come before the Meeting.

Completion and Return of Proxy

Completed forms of proxy must be deposited at the office of AQR's registrar and transfer agent, Computershare Investor Services Inc., Proxy Department, 320 Bay Street, 14[th] Floor, Toronto, ON M5H 4A6, by mail or facsimile, or vote by telephone or through the Internet in accordance with the instructions set out in the form of proxy accompanying this Circular not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting, unless the chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently.

Notice-and-Access

AQR is not sending this Circular to registered or beneficial AQR Shareholders using "notice-and-access" as defined under NI 54-101.

Non-Registered Holders

Only AQR Shareholders whose names appear on the records of AQR as the registered holders of AQR Shares or duly appointed proxyholders are permitted to vote at the Meeting. Most AQR Shareholders are "non-registered" shareholders because the AQR Shares they own are not registered in their names but instead registered in the name of a nominee such as a brokerage firm through which they purchased the AQR Shares; bank, trust company, trustee or administrator of self-administered RRSP's, RRIF's, RESP's and similar plans; or clearing agency such as The Canadian Depository for Securities Limited (a " Nominee "). If you purchased your AQR Shares through a broker, you are likely an unregistered holder.

In accordance with securities regulatory policy, AQR has distributed copies of the Meeting materials, being the Notice of Meeting, this Circular and the related proxy, to the Nominees for distribution to non-registered holders.

Nominees are required to forward the Meeting materials to non-registered holders to seek their voting instructions in advance of the Meeting. Shares held by Nominees can only be voted in accordance with the instructions of the non-registered holder. The Nominees often have their own form of proxy, mailing procedures and provide their own return instructions. If you wish to vote by proxy, you should carefully follow the instructions from the Nominee in order that your Shares are voted at the Meeting.

If you, as a non-registered holder, wish to vote at the Meeting in person, you should appoint yourself as proxyholder by writing your name in the space provided on the request for voting instructions or proxy provided by the Nominee and return the form to the Nominee in the envelope provided. Do not complete the voting section of the form as your vote will be taken at the Meeting.

In addition, Canadian securities legislation now permits AQR to forward meeting materials directly to "non objecting beneficial owners". If AQR or its agent has sent these materials directly to you (instead of through a Nominee), your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Nominee holding on your behalf. By choosing to send these materials to you directly, AQR (and not the Nominee holding on your behalf) has assumed responsibility for (i) delivering these materials to you and (ii) executing your proper voting instructions.

NOBOs

AQR is sending the proxy-related materials for the Meeting directly to "non objecting beneficial owners" as such term is defined under NI 54-101 (" NOBOs "). The name and address and information about NOBO holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Nominees holding on behalf of NOBOs. By choosing to send these materials to NOBOs directly, AQR (and not the Nominees holding on behalf of NOBOs) has assumed responsibility for (i) delivering these materials to NOBOs and (ii) executing the proper voting instructions of NOBOs.

OBOs

AQR is not paying for Nominees to deliver the proxy-related materials and Form 54-101F7 to "objecting beneficial owners", as such term is defined under NI 54-101 (" OBOs "). As a result, OBOs may not receive the Meeting materials.

Revocability of Proxy

Any registered AQR Shareholder who has returned a proxy may revoke it at any time before it has been exercised. In addition to revocation in any other manner permitted by law, a registered AQR Shareholder, his attorney authorized in writing or, if the registered AQR Shareholder is a Company, a Company under its corporate seal or by an officer or attorney thereof duly authorized, may revoke a proxy by instrument in

writing, including a proxy bearing a later date. The instrument revoking the proxy must be deposited at the registered office of AQR, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof, or with the chairman of the Meeting on the day of the Meeting. Only registered AQR Shareholders have the right to revoke a proxy. Non-Registered Holders who wish to change their vote must, at least seven days before the Meeting, arrange for their Nominees to revoke the proxy on their behalf.

Voting Shares and Principal Holders Thereof

There are 4,500,001 AQR Shares issued and outstanding as of the date of this Circular. Persons who are registered AQR Shareholders at the close of business on February 23, 2026 will be entitled to receive notice of and vote at the Meeting and will be entitled to one vote for each AQR Share held.

To the knowledge of the directors and executive officers of AQR, no person beneficially owns, controls or directs, directly or indirectly, AQR Shares carrying 10% or more of the voting rights attached to all AQR Shares, other than Mr. Joe DeVries, who owns 1,400,001 AQR Shares, representing 31.11% of the AQR Shares that are issued and outstanding as at the date of this Circular.

Black Pine entered into a consulting agreement with Richard Drew Martel (the "Martel Consulting Agreement") pursuant to which Mr. Martel agrees to act as Black Pine's CEO beginning on May 1, 2022, for a term of one year and renewable on a month-to-month basis, subject to a 30 day termination notice period. Under this consulting agreement, Mr. Martel is paid a base management fee of $7,500 per month, with bonuses to be considered and determined by the Black Pine Board on an annual basis, which may include stock options, special warrants or bonus fees. The Martel Consulting Agreement does not contain provisions relating to change of control, severance or constructive dismissal.

Interest of Certain Persons in Matters To Be Acted Upon

Except as described elsewhere in this Circular, management of AQR is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of (a) any director or executive officer of AQR, (b) any proposed nominee for election as a director of AQR or the Resulting Issuer, and (c) any associates or affiliates of any of the persons or companies listed in (a) and (b), in any matter to be acted on at the Meeting.

Black Pine entered into a consulting agreement with Richard Drew Martel (the "Martel Consulting Agreement") pursuant to which Mr. Martel agrees to act as Black Pine's CEO beginning on May 1, 2022, for a term of one year and renewable on a month-to-month basis, subject to a 30 day termination notice period. Under this consulting agreement, Mr. Martel is paid a base management fee of $7,500 per month, with bonuses to be considered and determined by the Black Pine Board on an annual basis, which may include stock options, special warrants or bonus fees. The Martel Consulting Agreement does not contain provisions relating to change of control, severance or constructive dismissal.

Resulting Issuer – Executive Compensation – Employment, Consulting and Management Agreements " and " Information Concerning the Resulting Issuer – Risk Factors ".

Requisite Securityholder Approvals

The requisite approval for the Omnibus Plan Resolution is a majority of votes cast by AQR Shareholders present in person or represented by proxy at the Meeting.

The requisite approval for the Transaction Resolution is Majority of the Minority Approval. The Transaction must be approved at the Meeting by a majority of votes cast on the Transaction Resolution excluding votes cast by any Non-Arm's Length Parties due to the Majority of the Minority Approval requirements imposed pursuant to Policy 2.4 in conjunction with Policy 5.9, which incorporates the provisions of MI 61-101.

Black Pine entered into a consulting agreement with Richard Drew Martel (the "Martel Consulting Agreement") pursuant to which Mr. Martel agrees to act as Black Pine's CEO beginning on May 1, 2022, for a term of one year and renewable on a month-to-month basis, subject to a 30 day termination notice period. Under this consulting agreement, Mr. Martel is paid a base management fee of $7,500 per month, with bonuses to be considered and determined by the Black Pine Board on an annual basis, which may include stock options, special warrants or bonus fees. The Martel Consulting Agreement does not contain provisions relating to change of control, severance or constructive dismissal.

Resulting Issuer – Executive Compensation – Employment, Consulting and Management Agreements " and " Information Concerning the Resulting Issuer – Risk Factors ".

Matters To Be Acted Upon at the Meeting

Receipt of Financial Statements

At the Meeting, the audited financial statements of AQR for the financial years ended June 30, 2025 and June 30, 2024, together with the report of the auditor thereon, will be placed before the AQR Shareholders. No vote by the AQR Shareholders is required with respect to this matter.

Appointment of Auditors

Unless otherwise instructed, the Management Proxyholders will vote for the re-appointment of DMCL LLP as the auditors of AQR, to hold office for the ensuing year at a remuneration to be fixed by the directors. DMCL LLP were first appointed as auditors on August 21, 2017.

Election of Directors

The directors of AQR are elected at each annual general meeting and hold office until the next annual general meeting or until their successors are appointed. In the absence of instructions to the contrary, the enclosed proxy will be voted for the nominees herein listed.

AQR currently has five (5) directors, all of whom are being nominated for re-election. At the Meeting, AQR Shareholders will be asked to re-elect the five (5) nominees set forth in the table below as directors of AQR, to hold office until the next annual meeting of the AQR Shareholders or until their successors are duly elected or appointed. Each of the nominees, if elected as a director of AQR, will hold office until the next annual meeting of AQR Shareholders or until his successor is duly elected or appointed or his office is vacated earlier in accordance with the articles and by-laws of AQR. Each director nominee will be elected on an individual basis and not as a member of a slate.

Management of AQR proposes to nominate each of the following persons for election as a director. Information concerning such persons, as furnished by the individual nominees, and each other person whose term office as a director will continue after the Meeting, is as follows:

Name, jurisdiction of residence and position	Principal occupation or employment and, if not a previously elected director, occupation during the past 5 years	Previous service as a director	Number of AQR Shares beneficially owned, controlled or directed, directly or indirectly(2)
Keturah Nathe Pitt Meadows, B.C. President, CEO and Director	Corporate Advisor for several public companies; CEO and President of American Biofuels Inc., since January 2019; and CEO and President of AQR since June 2017.	June 12, 2017	100,000 AQR Shares
Joe DeVries(1) Delta, B.C. Director	Business Manager for several public companies; CEO, President and a director of Altima Energy Inc.., and Petrichor EnergyInc.	March 1, 2012	1,400,001 AQR Shares(3)
Christopher Cherry(1) Vancouver, B.C. Director	Chartered Professional Accountant, (CPA, CA); self-employed management consultant providing management and accounting consulting services to public companies since 2007; director and/or officer of several public companies.	June 12, 2017	100,000 AQR Shares(4)

Name, jurisdiction of residence and position	Principal occupation or employment and, if not a previously elected director, occupation during the past 5 years	Previous service as a director	Number of AQR Shares beneficially owned, controlled or directed, directly or indirectly(2)
Richard Barnett(1) Port Moody, B.C. Director	Chartered Professional Accountant (CPA, CGA), director or CFO of several TSXV and CSE listed companies; CFO or Controller of public and private companies for over 26 years.	June 12, 2017	200,000 AQR Shares
Huitt Tracey Vancouver, B.C. Director	Licensed Realtor since May 2003.	June 12, 2017	200,000 AQR Shares

Notes:

(1) Member of the AQR Audit Committee.

(2) Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, as at the date hereof, based upon information furnished to AQR by individual directors. Unless otherwise indicated, such AQR Shares are held directly.

(3) These AQR Shares are held indirectly through Simco Services Inc., a private company controlled by Joe DeVries.

(4) These AQR Shares are held indirectly through Cherry Consulting Ltd., a private company controlled by Christopher Cherry.

No proposed director is to be elected under any arrangement or understanding between the proposed director and any other person or company, except the directors and executive officers of the company acting solely in such capacity.

Except as set out under " Information Concerning the Resulting Issuer – Officers, Directors and Promoters – Promoter

Richard Drew Martel may be considered to be a Promoter of Black Pine and the Resulting Issuer, as he took the initiative in founding and organizing the business of Black Pine. Mr. Martel is the CEO and President of Black Pine and is anticipated to act as CEO and a director of the Resulting Issuer. As of the date hereof, Mr. Martel owns 1,664,800 Black Pine Shares and holds 538,054 Black Pine Options, representing 13.82% of the Black Pine Shares on an undiluted basis, 13.38% on a partially-diluted basis, and 12.63% on a fullydiluted basis. Mr. Martel does not own any securities of AQR. Immediately after the Transaction Closing, Mr. Martel is anticipated to beneficially own, or control or direct 1,664,800 Resulting Issuer Shares and hold 538,054 Resulting Issuer Options, representing 4.69% of the anticipated issued and outstanding Resulting Issuer Shares on an undiluted basis (assuming (i) the anticipated amount under the Concurrent Financing is raised, (ii) Mr. Martel does not participate, directly or indirectly, in the Concurrent Financing, (iii) the Subscription Receipt Conversion and (iv) no exercise of Black Pine Options or SR Warrants prior to the Effective Time), 6.12% on a partially-diluted basis (assuming (i) the anticipated amount under the Concurrent Financing is raised, (ii) Mr. Martel does not participate, directly or indirectly, in the Concurrent Financing, (iii) the Subscription Receipt Conversion, and (iv) no exercise of Black Pine Options or SR Warrants prior to the Effective Time, other than the 538,054 Black Pine Options held by Mr. Martel) and 4.24% on a fully-diluted basis (assuming (i) the anticipated amount under the Concurrent Financing is raised, (ii) Mr. Martel does not participate, directly or indirectly, in the Concurrent Financing, (iii) the Subscription Receipt Conversion and (iv) the exercise of 1,513,054 Black Pine Options and 15,000,000 SR Warrants).

Cease Trade Orders, Bankruptcies, Penalties or Sanctions", to the knowledge of AQR, no proposed director (a) is, as at the date of this Circular, or has been, within 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including AQR) that (i) was subject to an Order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer, (b) is, as at the date of this Circular, or has been within 10 years before the date of this Circular, a director or executive officer of any company (including AQR) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal

under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, (c) has, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director, or (d) has been subject to (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

The table below sets out those directors of AQR that are, or have been within the five years prior to the date hereof, director or officers of other reporting issuers (or the equivalent) in Canada or elsewhere.

Director	Name of reporting issuer	Exchange	Position	From	To
Keturah Nathe	Nevada Lithium Resources Inc (NVLH)	CSE	Director	Jul 7/23	Present
	American Biofuels Inc. (ABS)	TSXV	Interim President, CEO, Director	Mar 20/19	Present
	Iconic Minerals Ltd. (ICM)	TSXV	Director	Jan 14/19	Present
	St. Georges Eco Mining (SX)	CSE	Director	Aug 2/21	Present
	Latin Explore Inc.	TSXV	President, CEO, Director	Jan 30/26	Present
Joe DeVries	Petrichor Energy Inc. (PTP)	TSXV	President, CEO, Director	Aug 25/05	Present
	Altima Energy Inc.(ARH)	TSXV	President, CEO, Director	Oct 28/16	Present
Christopher Cherry	American Biofuels Inc. (ABS)	TSXV	Director	Oct 25/18	Present
	AI Artificial Intelligence Ventures Inc.(AIVC)	TSXV	CFO	Oct 26/16	Present
	AuQ Gold Mining Inc. (AUQ)	TSXV	CFO	Jul 11/16	Present
	Blackwell Intelligence Inc. (BLKWF)	OTC Markets	CFO	Dec 31/21	Jul 6/22
	Christina Lake Cannabis Corp. (CLS)	CSE	Director	May 25/17	Present
	CloudMD Software & ServicesInc.(DOC)	TSXV	Director	Sep 24/19	Present
	Clydesdale Resources Inc. (CEO.H)	NEX	Director	Oct 6/16	Present
	Columbus Energy Limited (CEL.H)	NEX	CFO	Oct 1/16	Present
	Critical Reagent Processing Corp. (CRPC)	CSE	Director	Apr 4/18	Present
	Doubleview Gold Corp. (DBG)	TSXV	CFO and Director	Jul 17/17	Present

Director	Name of reporting issuer	Exchange	Position	From	To
	Energy Plug Technologies Corp (PLUG)	CSE	CFO and Director	Dec 21/16	Jun 28/22
	Eon Lithium Corp (EON	CSE	CFO	Jan 13/22	Present
	Gold Port Corporation (GPO)	CSE	CFO and Director	Jan 18/17	Present
	Harvest Gold Corporation (HVG)	TSXV	Director	Oct 1/14	Present
	Infinity Stone Ventures Corp. (GEMS)	CSE	Director	Jul 12/21	Present
	Leef Brands Inc. (LEEF)	CSE	Director	May 28/19	Nov 30/22
	Lightspeed Discoveries Inc. (LSD.H)	NEX	Director	Nov 12/19	Present
	Lithium South Development Corp. (LIS)	TSXV	CFO and Director	Nov 25/14	Present
	Lynx Global Digital Financial Corporation (LYNX)	CSE	CFO and Director	Jan 12/21	Present
	Medbright AI Investments Inc. (MBAI)	CSE	Director	Sep 17/21	Present
	NetCents Technology Inc. (NC)	CSE	CFO	Oct 1/18	May 21/21
	Petrichor Energy Inc. (PTP)	TSXV	Director	May 3/17	Present
	Treatment.com International Inc.(TRUE)	CSE	Director	Mar 31/21	Present
	WPD Pharmaceuticals Inc. (WBIO)	CSE	CFO	Dec 27/19	Aug 19/20
Richard Barnett	Altima Energy Inc.(ARH)	TSXV	CFO, Secretary and Director	Jul 31/09	Present
	Iconic Minerals Ltd. (ICM)	TSXV	CFO, Secretary	Jan 30/09	Present
	Petrichor Energy Inc. (PTP)	TSXV	CFO, Secretary and Director	Jul 31/09	Present
	St-Georges Eco-Mining Corp	CSE	CFO	May 22/15	Present
	Vault Strategic Mining Corp.	TSXV	CFO	Aug 2/22	Present
	American Biofuels Inc. (ABS)	TSXV	Director	Dec 3/08	Present
	Gold Port Corporation (GPO)	CSE	Director	Jul 20/20	Present
Huitt Tracey	Iconic Minerals Ltd. (ICM)	TSXV	Director	Jul 23/14	Present

Approval and Ratification of the Omnibus Plan

The AQR Board adopted the Omnibus Plan on January 27, 2026 and was last approved by the AQR Shareholders on December 20, 2024.

As at November 24, 2021, the TSXV amended its rules and policies regarding issuer security based compensation plans under TSXV Policy 4.4 Security Based Compensation . In order to comply with such amendments, on January 28, 2026, the AQR Board approved the adoption of an omnibus equity incentive plan (the " Omnibus Plan "), subject to the approval of the AQR Shareholders and the TSXV, and with the intention of having the Omnibus Plan implemented following the Transaction Closing. The Omnibus Plan will allow the Resulting Issuer to grant equity-based incentive awards in the form of Resulting Issuer Equity Awards, as described in further detail below.

A summary of the Omnibus Plan is set out below. The summary is qualified in its entirety by the full text of the Omnibus Plan. In the case of conflict between this summary and the Omnibus Plan, the terms of the Omnibus Plan will govern. The summary below uses certain terms that are defined in the Omnibus Plan, a copy of which can be found attached as Schedule R hereto.

The purpose of the Omnibus Plan is to, among other things: (i) provide the Resulting Issuer with an equityrelated mechanism to attract, retain and motivate qualified directors, officers, employees and consultants of the Resulting Issuer and its subsidiaries, (ii) reward directors, officers, employees and consultants that have been granted awards under the Omnibus Plan for their contributions toward the long-term goals and success of the Resulting Issuer, and (iii) enable and encourage such directors, officers, employees and consultants to acquire Resulting Issuer Shares as long-term investments in the Resulting Issuer.

The Omnibus Plan allows the grant of equity-based incentive awards in the form of Resulting Issuer Options, Resulting Issuer RSUs, Resulting Issuer PSUs, Resulting Issuer DSUs and Resulting Issuer SARs, as described in further detail below.

Shares Subject to the Omnibus Plan

The Omnibus Plan is a 10% rolling plan in that, subject to the adjustment provisions provided for therein (including a subdivision or consolidation of Resulting Issuer Shares), it provides that the aggregate maximum number of Resulting Issuer Shares that may be reserved for issuance under the Omnibus Plan, at any time, shall not exceed 10% of the issued and outstanding Resulting Issuer Shares at the time of implementation of the Omnibus Plan. Assuming the Subscription Receipt Conversion and that no Black Pine Options are exercised, it is anticipated that there will be 35,431,729 Resulting Issuer Shares issued and outstanding immediately following the Transaction Closing. As such, it is anticipated that there will be an aggregate of 3,543,173 Resulting Issuer Shares reserved for issuance under the Omnibus Plan, including 1,513,054 Resulting Issuer Shares reserved for issuance pursuant to the 1,513,054 Resulting Issuer Options anticipated to be issued in exchange for the 1,513,054 Black Pine Options outstanding as of the date of this Circular.

Insider Participation Limit

The Omnibus Plan provides that unless disinterested shareholder approval is obtained, the aggregate number of Resulting Issuer Shares (a) issuable to Insiders at any time (under all of the Resulting Issuer 's security-based compensation arrangements) cannot exceed ten (10%) percent of the Resulting Issuer's issued and outstanding Resulting Issuer Shares, and (b) issued to Insiders within any one-year period (under all of the Resulting Issuer's security-based compensation arrangements) cannot exceed ten (10%) percent of the issued and outstanding Resulting Issuer Shares.

Furthermore, the Omnibus Plan provides that for so long as Resulting Issuer Shares are listed and posted for trading on the TSXV, (a) not more than two (2%) percent of the issued and outstanding Resulting Issuer Shares may be granted to any one consultant in any 12 month period, (b) investor relations service providers may not receive any Resulting Issuer Equity Awards other the Resulting Issuer Options, (c) not more than an aggregate of two (2%) percent of the issued and outstanding Resulting Issuer Shares may be granted in aggregate pursuant to Resulting Issuer Equity Awards to investor relations service providers in any 12 month period, (d) unless the Resulting Issuer has obtained disinterested approval, not more than five (5%) percent of he issued and outstanding Resulting Issuer Shares may be issued to any one person in any 12 month period and (e) unless the Resulting Issuer has obtained disinterested shareholder approval,

the Resulting Issuer shall not decrease the exercise price or extend the term of Resulting Issuer Options previously granted to Insiders.

Except for so long as Resulting Issuer Shares are listed and posted for trading on the TSXV, any Resulting Issuer Shares issued by the Resulting Issuer through the assumption or substitution of outstanding stock options or other equity-based awards from an acquired company shall not reduce the number of Resulting Issuer Shares available for issuance pursuant to the exercise of Resulting Issuer Equity Awards granted under the Omnibus Plan.

Administration of the Omnibus Plan

The Plan Administrator will be determined by the Resulting Issuer Board, and will initially be the Resulting Issuer Board. The administration of the Omnibus Plan may in the future be delegated to a committee of the Resulting Issuer Board. The Plan Administrator determines which directors, officers, consultants and employees are eligible to receive Resulting Issuer Equity Awards under the Omnibus Plan, the time or times at which Resulting Issuer Equity Awards may be granted, the conditions under which Resulting Issuer Equity Awards may be granted or forfeited to the Resulting Issuer, the number of Resulting Issuer Shares to be covered by any Resulting Issuer Equity Award, the exercise price of any Resulting Issuer Equity Award, whether restrictions or limitations are to be imposed on Resulting Issuer Shares issuable pursuant to grants of any Resulting Issuer Equity Award, and the nature of any such restrictions or limitations, any acceleration of exercisability or vesting, or waiver of termination regarding any Resulting Issuer Equity Award, based on such factors as the Plan Administrator may determine.

In addition, the Plan Administrator interprets the Omnibus Plan and may adopt administrative rules, regulations, procedures and guidelines governing the Omnibus Plan or any Resulting Issuer Equity Awards granted under the Omnibus Plan as it deems appropriate.

Eligibility

All directors, officers, consultants and employees are eligible to participate in the Omnibus Plan. The extent to which any such individual is entitled to receive a grant of a Resulting Issuer Equity Award pursuant to the Omnibus Plan will be determined in the discretion of the Plan Administrator.

Types of Awards

Awards of Resulting Issuer Options, Resulting Issuer RSUs, Resulting Issuer PSUs, Resulting Issuer DSUs and Resulting Issuer SARs may be made under the Omnibus Plan. All of the Resulting Issuer Equity Awards described below are subject to the conditions, limitations, restrictions, exercise price, vesting, settlement and forfeiture provisions determined by the Plan Administrator, in its sole discretion, subject to such limitations provided in the Omnibus Plan, and will generally be evidenced by an Award Agreement. In addition, subject to the limitations provided in the Omnibus Plan and in accordance with applicable law, the Plan Administrator may accelerate or defer the vesting or payment of Resulting Issuer Equity Awards, cancel or modify outstanding Resulting Issuer Equity Awards, and waive any condition imposed with respect to Resulting Issuer Equity Awards or Resulting Issuer Shares issued pursuant to Resulting Issuer Equity Awards.

Options

A Resulting Issuer Option entitles a holder thereof to purchase a prescribed number of Resulting Issuer Shares at an exercise price set at the time of the grant. The Plan Administrator will establish the exercise price at the time each Resulting Issuer Option is granted, which exercise price must in all cases be not less than the Discounted Market Price for so long as Resulting Issuer Shares are listed and posted for trading on the TSXV. Subject to any accelerated termination as set forth in the Omnibus Plan, each Resulting Issuer Option expires on its respective expiry date. The Plan Administrator will have the authority to determine the vesting terms applicable to grants of Resulting Issuer Options, subject to the restrictions in

the Omnibus Plan relating to Resulting Issuer Options granted to investor relations service providers. Once a Resulting Issuer Option becomes vested, it shall remain vested and shall be exercisable until expiration or termination of the Resulting Issuer Option, unless otherwise specified by the Plan Administrator, or as otherwise set forth in any written employment agreement, consulting agreement, Award Agreement or other written agreement between the Resulting Issuer or a subsidiary of the Resulting Issuer and the Participant. The Plan Administrator has the right to accelerate the date upon which any Resulting Issuer Option becomes exercisable. The Plan Administrator may provide at the time of granting a Resulting Issuer Option that the exercise of that Resulting Issuer Option is subject to restrictions, in addition to those specified in the Omnibus Plan, such as vesting conditions relating to the attainment of specified performance goals.

Unless otherwise specified by the Plan Administrator at the time of granting a Resulting Issuer Option and set forth in the particular Award Agreement, an exercise notice must be accompanied by payment of the exercise price. The exercise price of Resulting Issuer Options must be fully paid by certified cheque, wire transfer, bank draft or money order payable to the Resulting Issuer or by such other means as might be specified by the Plan Administrator, which, to the extent permitted by and otherwise subject to the rules and policies of the TSXV, may include (i) through a net exercise process, (ii) through a cashless exercise process, or (iii) by any combination thereof. For more details regarding the net exercise process and the cashless exercise process, please see the Omnibus Plan.

Restricted Share Units

A Resulting Issuer RSU is a unit equivalent in value to a Resulting Issuer Share credited by means of a bookkeeping entry in the books of the Resulting Issuer which entitles the holder to receive one Resulting Issuer Share (or the value thereof) for each Resulting Issuer RSU after a specified vesting period. The Plan Administrator may, from time to time, subject to the provisions of the Omnibus Plan and such other terms and conditions as the Plan Administrator may prescribe, grant Resulting Issuer RSUs to any Participant in respect of services rendered by the applicable Participant in a taxation year (the " RSU Service Year ").

The number of Resulting Issuer RSUs (including fractional Resulting Issuer RSUs) granted at any particular time under the Omnibus Plan will be calculated by dividing (a) the amount of any bonus or similar payment that is to be paid in Resulting Issuer RSUs (including the elected amount, as applicable), as determined by the Plan Administrator, by (b) the greater of (i) the Discounted Market Price of a Resulting Issuer Share on the date of grant, or and (ii) such amount as determined by the Plan Administrator in its sole discretion. The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of Resulting Issuer RSUs, provided that, for so long as the Resulting Issuer Shares are listed and posted for trading on the TSXV, no RSUs may vest before the date that is one year following the date of grant.

Upon settlement, holders will receive (a) one Resulting Issuer Share in respect of each vested Resulting Issuer RSU, (b) a cash payment or (c) a combination of Resulting Issuer Shares and cash, in each case as determined by the Plan Administrator. Any such cash payments made by the Resulting Issuer shall be calculated by multiplying the number of Resulting Issuer RSUs to be redeemed for cash by the Market Price per Resulting Issuer Share as at the settlement date. Subject to the provisions of the Omnibus Plan and except as otherwise provided in an Award Agreement, no settlement date for any Resulting Issuer RSU shall occur, and no Resulting Issuer Share shall be issued or cash payment shall be made in respect of any Resulting Issuer RSU any later than the final business day of the third calendar year following the applicable RSU Service Year.

Performance Share Units

A Resulting Issuer PSU is a unit equivalent in value to a Resulting Issuer Share credited by means of a bookkeeping entry in the books of the Resulting Issuer which entitles the holder to receive one Resulting Issuer Share (or the value thereof) for each Resulting Issuer PSU after specific performance-based vesting criteria determined by the Plan Administrator, in its sole discretion, have been satisfied. The performance goals to be achieved during any performance period, the length of any performance period, the amount of any Resulting Issuer PSUs granted, the termination of a Participant's employment and the amount of any payment or transfer to be made pursuant to any Resulting Issuer PSU will be determined by the Plan

Administrator and by the other terms and conditions of any Resulting Issuer PSU, all as set forth in the applicable Award Agreement. The Plan Administrator may, from time to time, subject to the provisions of the Omnibus Plan and such other terms and conditions as the Plan Administrator may prescribe, grant Resulting Issuer PSUs to any Participant in respect of a bonus or similar payment in respect of services rendered by the applicable Participant in a taxation year (the " PSU Service Year ").

The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of Resulting Issuer PSUs, provided that, for so long as the Resulting Issuer Shares are listed and posted for trading on the TSXV, no PSUs may vest before the date that is one year following the date of grant. Upon settlement, holders will receive (a) one Resulting Issuer Share in respect of each vested Resulting Issuer PSU, (b) a cash payment, or (c) a combination of Resulting Issuer Shares and cash, in each case as determined by the Plan Administrator. Any such cash payments made by the Resulting Issuer to a Participant shall be calculated by multiplying the number of Resulting Issuer PSUs to be redeemed for cash by the Market Price per Resulting Issuer Share as at the settlement date. Subject to the provisions of the Omnibus Plan and except as otherwise provided in an Award Agreement, no settlement date for any Resulting Issuer PSU shall occur, and no Resulting Issuer Share shall be issued or cash payment shall be made in respect of any Resulting Issuer PSU any later than the final business day of the third calendar year following the applicable PSU Service Year.

Deferred Share Units

A Resulting Issuer DSU is a unit equivalent in value to a Resulting Issuer Share credited by means of a bookkeeping entry in the books of the Resulting Issuer which entitles the holder to receive one Resulting Issuer Share (or, at the election of the holder and subject to the approval of the Plan Administrator, the cash value thereof) for each Resulting Issuer DSU on a future date. The Board may fix from time to time a portion of the total compensation paid by the Resulting Issuer to an eligible person in a calendar year for service that are to be payable in the form of Resulting Issuer DSUs. In addition, subject to the prior approval of the Plan Administrator, certain persons designated by the Plan Administrator are given, subject to the provisions of the Omnibus Plan, the right to elect to receive a portion of his or her compensation owing to them in the form of Resulting Issuer DSUs.

The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of Resulting Issuer DSUs, provided that, for so long as the Resulting Issuer Shares are listed and posted for trading on the TSXV, no DSUs may vest before the date that is one year following the date of grant. The number of Resulting Issuer DSUs (including fractional Resulting Issuer DSUs) granted at any particular time will be calculated by dividing (a) the amount of any compensation elected to be paid by the issuance of Resulting Issuer DSUs that are paid in Resulting Issuer DSUs, by (b) the Market Price of a Resulting Issuer Share on the date of grant. Upon settlement, holders will receive (a) one Resulting Issuer Share in respect of each vested Resulting Issuer DSU, (b) a cash payment, or (c) a combination of Resulting Issuer Shares and cash, in each case as determined by the Plan Administrator in its sole discretion. Any cash payments made under the Omnibus Plan by the Resulting Issuer to a Participant in respect of Resulting Issuer DSUs to be redeemed for cash shall be calculated by multiplying the number of Resulting Issuer DSUs to be redeemed for cash by the Market Price per Resulting Issuer Share as at the settlement date.

Stock Appreciation Rights

A Resulting Issuer SAR is a right of a recipient to be paid compensation equivalent to an appreciation in the value of Resulting Issuer Shares over a certain period of time. Each Resulting Issuer SAR entitles the holder to receive, upon the payment of the exercise price in respect thereto, one Resulting Issuer Share (or, at the election of the holder and subject to the approval of the Plan Administrator, the cash value thereof) for each Resulting Issuer SAR on a future date.

The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of Resulting Issuer SARs, provided that, for so long as the Resulting Issuer Shares are listed and posted for trading on the TSXV, no SARs may vest before the date that is one year following the date of grant. Upon payment of the exercise price in respect of each Resulting Issuer SAR, which shall be the fair market value

of Resulting Issuer Shares as determined by the Plan Administrator at the time of grant, provided that such fair market value shall not be less than the minimum price permitted by applicable laws and the policies of the TSXV, holders will receive (a) one Resulting Issuer Share in respect of each vested Resulting Issuer SAR, (b) a cash payment, or (c) a combination of Resulting Issuer Shares and cash, in each case as determined by the Plan Administrator in its sole discretion. Any cash payments made under the Omnibus Plan by the Resulting Issuer to a Participant in respect of Resulting Issuer SAR to be redeemed for cash shall be calculated by multiplying the number of Resulting Issuer SAR to be redeemed for cash by the difference between the Market Price and the exercise price in respect of such Resulting Issuer SAR (assuming that the holder thereof has elected to exercise such Resulting Issuer SARs by way of a cashless exercise) per Resulting Issuer Share as at the settlement date.

Dividend Equivalents

Unless otherwise determined by the Plan Administrator, awards of Resulting Issuer RSUs, Resulting Issuer PSUs, Resulting Issuer DSUs and Resulting Issuer SARs shall be credited with dividend equivalents in the form of additional Resulting Issuer RSUs, Resulting Issuer PSU, Resulting Issuer DSUs and Resulting Issuer SARs, as applicable. Dividend equivalents shall vest in proportion to, and settle in the same manner as, the Resulting Issuer Equity Awards to which they relate. Such dividend equivalents shall be computed by dividing: (a) the amount obtained by multiplying the amount of the dividend declared and paid per Resulting Issuer Share by the number of Resulting Issuer RSUs, Resulting Issuer PSUs, Resulting Issuer DSUs and Resulting Issuer SARs, as applicable, held by the Participant on the record date for the payment of such dividend, by (b) the Market Price at the close of the first business day immediately following the dividend record date, with fractions computed to three decimal places. For clarity, any dividend equivalents granted shall be included in calculating the limits prescribed by the Omnibus Plan. If the Resulting Issuer does not have a sufficient number of available Resulting Issuer Shares under the Omnibus Plan to grant such dividend equivalents, the Resulting Issuer shall make such dividend payment in cash.

Term

While the Omnibus Plan does not stipulate a specific term for Resulting Issuer Equity Awards granted thereunder, other than the Resulting Issuer Options, which are subject to a maximum term of 10 years from the date of grant, subject to certain adjustments, as discussed below, shareholder approval is required to permit an Resulting Issuer Option to be exercisable beyond 10 years from its date of grant, except where an expiry date would have fallen within a blackout period of the Resulting Issuer under the Omnibus Plan. All Resulting Issuer Equity Awards must vest and settle in accordance with the provisions of the Omnibus Plan and any applicable Award Agreement, which Award Agreement may include an expiry date for a specific Resulting Issuer Equity Award.

Payment of Exercise Price

A Participant may elect to exercise such Options on a cashless basis (a " Cashless Exercise "). A "Cashless Exercise" means the exercise of an Option where the Company has an arrangement with a brokerage firm pursuant to which the brokerage firm will loan money to the Participant to purchase the Shares underlying the Option and then the brokerage firm sells a sufficient number of Shares to cover the exercise price of the Option in order to repay the loan made to the Participant and receives an equivalent number of Shares from the exercise of the Options as were sold to cover the loan and the Participant then receives the balance of the Shares or the cash proceeds from the balance of the Shares. Pursuant to a Cashless Exercise, a Participant shall deliver a properly executed Exercise Notice together with irrevocable instructions to a broker providing for assignment to the Company of the proceeds of a sale or loan with respect to some or all of the Shares being acquired upon the exercise of the Option. The Company reserves the right, in the Company's sole and absolute discretion, to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise, including with respect to one or more Participants specified by the Company notwithstanding that such program or procedures may be available to other Participants.

Termination of Employment or Services

The table below describes the impact of certain events upon the Participants under the Omnibus Plan, including termination for cause, resignation, termination without cause, disability, death or retirement, subject, in each case, to the terms of a Participant's applicable employment agreement, consulting agreement, Award Agreement or other written agreement and subject to applicable employment standards legislation or regulations applicable to the Participant's employment or other engagement with the Resulting Issuer or any of its subsidiaries.

Event	Provisions
Termination for Cause	Any unvested Resulting Issuer Equity Awards held that have not been exercised, settled or surrendered as of the Termination Date shall be immediately forfeited and cancelled for no consideration and the Participant shall not be entitled to any damages or other amounts in respect of such cancelled Resulting Issuer Equity Awards. Any vested Resulting Issuer Equity Awards may, subject to the terms of the Omnibus Plan be exercised, settled or surrendered to the Resulting Issuer by the Participant at any time during the period that terminates on the date that is 90 days after the Termination Date, with any Resulting Issuer Equity Award that has not been exercised, settled or surrendered at the end of such period shall be immediately forfeited and cancelled for no consideration and the Participant shall not be entitled to any damages or other amounts in respect of such cancelled Resulting Issuer Equity Awards.
Resignation
Termination without Cause
Disability	A portion of any Resulting Issuer Equity Award held by the Participant that has not vested as of the date of the Disability of such Participant will continue to vest for a period of 12 months following the date of such Disability in accordance with its terms and, if any such Resulting Issuer Equity Awards vest, shall be exercised, settled or surrendered to the Resulting Issuer by the Participant in accordance with this Plan; provided that with respect to any Resulting Issuer PSUs held by such Participant, the attainment of Performance Goals shall be assessed on the basis of actual achievement of the Performance Goals up to the Termination Date, if the applicable performance period has been completed and the Resulting Issuer can determine if the Performance Goals have been attained, failing which the Resulting Issuer will assume Target Performance. Notwithstanding the foregoing, if, following his or her Disability, the Participant breaches the terms of any restrictive covenant in the Participant's written or other applicable employment or other agreement with the Resulting Issuer or a subsidiary of the Resulting Issuer, any Resulting Issuer Equity Award held by the Participant that has not been exercised, surrendered or settled shall be immediately forfeited and cancelled for no consideration and the Participant shall not be entitled to any damages or other amounts in respect of such cancelled Resulting Issuer Equity Awards. For avoidance of doubt, if any Resulting Issuer Equity Awards have not: (i) vested; or (ii) been exercised, settled or surrendered to the Resulting Issuer by the Participant in accordance with this Plan, in each case, prior to the 12 month anniversary of the date of Disability, all such unvested and/or unexercised, unsettled or unsurrendered Resulting Issuer Equity Awards shall be immediately forfeited and cancelled for no consideration and the Participant shall not be entitled to any damages or other amounts in respect of such cancelled Resulting Issuer Equity Awards
Death	Any Resulting Issuer Equity Award held by the Participant that has not vested as of the date of the death of such Participant shall vest on such date and may, subject to the terms of the Omnibus Plan, be exercised, settled or surrendered to the Resulting Issuer by the Participant at any time during the period that terminates on the first anniversary of the date of death, provided that with respect to any Resulting Issuer PSUs held by such Participant, the attainment of performance goals shall be assessed on the basis

Event	Provisions
	of actual achievement of the performance goals up to the date of death of such Participant, if the applicable performance period has been completed and the Resulting Issuer can determine if the performance goals have been attained, failing which the Resulting Issuer will assume Target Performance. Any Resulting Issuer Equity Award that has not been exercised, settled or surrendered at the end of such period shall be immediately forfeited and cancelled and the Participant shall not be entitled to any damages or other amounts in respect of such cancelled Resulting Issuer Equity Awards.
Retirement	Any Resulting Issuer Equity Award held by the Participant that has not vested as of the date of Retirement shall continue to vest in accordance with its terms and, if any such Resulting Issuer Equity Awards vest, shall be exercised, settled or surrendered by the Resulting Issuer to the Participant provided that (a) with respect to any Resulting Issuer PSUs held by such Participant, the attainment of performance goals shall be assessed on the basis of actual achievement of the performance goals up to the Termination Date, if the applicable performance period has been completed and the Resulting Issuer can determine if the performance goals have been attained, failing which the Resulting Issuer will assume Target Performance, and (b) for so long as the Resulting Issuer Shares are listed and posted for trading on the TSXV, any such Resulting Issuer Equity Award shall expire within a reasonable period, not exceeding twelve (12) months from the Termination Date, following which the Participant shall not be entitled to any damages or other amounts in respect of such expired Resulting Issuer Equity Awards. Notwithstanding the foregoing, if, following his or her Retirement, the Participant breaches the terms of any restrictive covenant in the Participant's written or other applicable employment or other agreement with the Resulting Issuer or a subsidiary of the Resulting Issuer, any Resulting Issuer Equity Award held by the Participant that has not been exercised, surrendered or settled shall be immediately forfeited and cancelled for no consideration and the Participant shall not be entitled to any damages or other amounts in respect of such cancelled Resulting Issuer Equity Awards.

Event

Provisions

of actual achievement of the performance goals up to the date of death of such
Participant, if the applicable performance period has been completed and the Resulting
Issuer can determine if the performance goals have been attained, failing which the
Resulting Issuer will assume Target Performance. Any Resulting Issuer Equity Award
that has not been exercised, settled or surrendered at the end of such period shall be
immediately forfeited and cancelled and the Participant shall not be entitled to any
damages or other amounts in respect of such cancelled Resulting Issuer Equity
Awards.

Retirement

Any Resulting Issuer Equity Award held by the Participant that has not vested as of the
date of Retirement shall continue to vest in accordance with its terms and, if any such
Resulting Issuer Equity Awards vest, shall be exercised, settled or surrendered by the
Resulting Issuer to the Participant provided that (a) with respect to any Resulting Issuer
PSUs held by such Participant, the attainment of performance goals shall be assessed
on the basis of actual achievement of the performance goals up to the Termination
Date, if the applicable performance period has been completed and the Resulting
Issuer can determine if the performance goals have been attained, failing which the
Resulting Issuer will assume Target Performance, and (b) for so long as the Resulting
Issuer Shares are listed and posted for trading on the TSXV, any such Resulting Issuer
Equity Award shall expire within a reasonable period, not exceeding twelve (12) months
from the Termination Date, following which the Participant shall not be entitled to any
damages or other amounts in respect of such expired Resulting Issuer Equity Awards.
Notwithstanding the foregoing, if, following his or her Retirement, the Participant
breaches the terms of any restrictive covenant in the Participant's written or other
applicable employment or other agreement with the Resulting Issuer or a subsidiary of
the Resulting Issuer, any Resulting Issuer Equity Award held by the Participant that
has not been exercised, surrendered or settled shall be immediately forfeited and
cancelled for no consideration and the Participant shall not be entitled to any damages
or other amounts in respect of such cancelled Resulting Issuer Equity Awards.

The Plan Administrator may, in its discretion, at any time prior to, or following the events listed above, or in an employment agreement, consulting agreement, Award Agreement or other written agreement between the Resulting Issuer or a subsidiary of the Resulting Issuer and a person receiving an Resulting Issuer Equity Award under the Omnibus Plan, permit the acceleration or vesting of any or all Resulting Issuer Equity Awards or waive termination of any or all Resulting Issuer Equity Awards, all in the manner and on the terms as may be authorized by the Plan Administrator; provided that, for so long as Resulting Issuer Shares are listed and posted for trading on the TSXV, (a) no acceleration of the vesting of Resulting Issuer Options granted to investor relations service providers is permitted without prior TSXV acceptance; and (b) no Resulting Issuer Equity Awards (other than Resulting Issuer Options) may vest before the date that is one year following the date it is granted or issued, other than as may be permitted or not prohibited pursuant to TSXV policies.

At the Meeting, AQR Shareholders will be asked to consider and, if thought appropriate, approve the Omnibus Plan by passing, with or without variation, the Omnibus Plan Resolution, the full text of which is set forth in Schedule A hereto .

The Omnibus Plan requires approval by a majority of the votes cast by AQR Shareholders present in person or by proxy at the Meeting.

THE AQR BOARD UNANIMOUSLY RECOMMENDS THAT THE AQR SHAREHOLDERS APPROVE THE OMNIBUS PLAN. UNLESS OTHERWISE INSTRUCTED, IT IS THE INTENTION OF THE MANAGEMENT

PROXYHOLDERS IN THE ENCLOSED PROXY TO VOTE IN FAVOUR OF THE OMNIBUS PLAN RESOLUTION.

Approval of the Transaction

At the Meeting, AQR Shareholders will be asked to consider and, if thought appropriate, approve the Transaction by passing, with or without variation, the Transaction Resolution, the full text of which is set forth in Schedule A hereto .

See " Information Concerning AQR – General Development of the Business – The Transaction ", " Information Concerning Black Pine ", " Information Concerning the Resulting Issuer " and Schedule A for information and considerations regarding Black Pine, the Transaction, and the Transaction Resolution.

See also " Meeting and Proxy Related Information – Proxy Related Matters – Interest of Certain Persons in Matters To Be Acted Upon ", " Meeting and Proxy Related Information – Interest of Informed Persons in Material Transactions ", " Information Concerning AQR – Non-Arm's Length Transactions ", " Information Concerning AQR – Non-Arm's Length Qualifying Transaction and Related Party Transaction ", " Information Concerning Black Pine – Employment, Consulting and Management Agreements

Black Pine entered into a consulting agreement with Richard Drew Martel (the "Martel Consulting Agreement") pursuant to which Mr. Martel agrees to act as Black Pine's CEO beginning on May 1, 2022, for a term of one year and renewable on a month-to-month basis, subject to a 30 day termination notice period. Under this consulting agreement, Mr. Martel is paid a base management fee of $7,500 per month, with bonuses to be considered and determined by the Black Pine Board on an annual basis, which may include stock options, special warrants or bonus fees. The Martel Consulting Agreement does not contain provisions relating to change of control, severance or constructive dismissal.

Resulting Issuer – Executive Compensation – Employment, Consulting and Management Agreements " and " Information Concerning the Resulting Issuer – Risk Factors ".

The Transaction must receive Majority of the Minority Approval.

THE AQR BOARD UNANIMOUSLY RECOMMENDS THAT THE AQR SHAREHOLDERS APPROVE THE TRANSACTION. UNLESS OTHERWISE INSTRUCTED, IT IS THE INTENTION OF THE MANAGEMENT PROXYHOLDERS IN THE ENCLOSED PROXY TO VOTE IN FAVOUR OF THE TRANSACTION RESOLUTION.

Other Business

Management is not aware of any other matters to come before the Meeting, other than those set out in the Notice of Meeting. If other matters come before the Meeting, it is the intention of the Management Proxyholders, if named as proxyholders, to vote the same in accordance with their best judgment in such matters.

Executive Compensation

Compensation Discussion and Analysis

AQR currently makes no compensation payments to its executive officers or directors. After the Transaction Closing, the Resulting Issuer will implement the compensation policies discussed under " Information Concerning the Resulting Issuer – Executive Compensation –

Name and position	Salary, consulting fee, retainer or commission	Bonus	Committee or meeting fees	Value of perquisites	Value of all other compensation	Total compensation
Richard Drew Martel, Chief Executive Officer	$56,700	Nil	Nil	Nil	Nil	$56,700
Teresa Cherry, Chief Financial Officer	$56,700	Nil	Nil	Nil	Nil	$56,700

Compensation Discussion and Analysis".

Process for Determining Executive Compensation

The independent directors will review the levels of compensation for executive officers based on internal discussions, but to date have not yet established any formal objectives, criteria, or benchmark analyses.

Total compensation for executive officers may include base salary or management fee and long-term incentive stock options.

Hedging of Economic Risks in AQR's Securities

AQR has not adopted a policy forbidding directors and officers from purchasing financial instruments that are designed to hedge or offset a decrease in market value of AQR's securities granted as compensation or held, directly or indirectly, by directors or officers. AQR is not, however, aware of any directors or officers having entered into this type of transaction.

Option-Based Awards

AQR's stock option plan has been and will be used to provide share purchase options which are granted in consideration of the level of responsibility of the executive as well as his or her impact or contribution to the longer-term operating performance of AQR. In determining the number of options to be granted to the executive officers, the Board takes into account the number of options, if any, previously granted to each executive officer, and the exercise price of any outstanding options to ensure that such grants are in accordance with the policies of the TSXV, and closely align the interests of the executive officers with the interests of AQR Shareholders.

As there is currently no compensation committee, the independent directors of AQR (currently being Huitt Tracey and Richard Barnett) have the responsibility to administer the compensation policies related to the executive management of AQR, including option-based awards.

Summary Compensation Table

AQR currently has two Named Executive Officers, being Keturah Nathe, CEO, and Teresa Cherry, CFO. AQR has not paid any compensation to its NEOs during the financial years ended June 30, 2025, 2024, and 2023.

Incentive Plan Awards

AQR does not currently have any incentive plans, pursuant to which compensation that depends on achieving certain performance goals or similar conditions within a specified period is awarded, earned, paid or payable to its Named Executive Officers.

Outstanding Share-Based Awards and Option-Based Awards

As at June 30, 2025, there were no AQR Options issued and outstanding.

Value Vested Or Earned During The Year

There was no value vested in respect of option-based awards and share-based awards and no value earned in respect of non-equity incentive plan compensation by the NEOs of AQR during the financial year ended June 30, 2025.

Pension Plan Benefits

AQR does not have a pension plan that provides for payments or benefits to the NEOs at, following or in connection with retirement.

Termination and Change of Control Benefits

AQR and its subsidiaries have no employment contracts with any Named Executive Officer. Neither AQR, nor its subsidiaries, has a contract, agreement, plan or arrangement that provides for payments to a Named Executive Officer at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change of control of AQR or its subsidiaries, or a change in responsibilities of the NEO following a change in control.

Director Compensation

AQR did not paid any compensation to its directors during the financial year ended June 30, 2025.

AQR has no arrangements, standard or otherwise, pursuant to which directors are compensated by AQR or its subsidiaries for their services in their capacity as directors, or for committee participation, involvement

in special assignments or for services as consultant or expert during the financial year or subsequently, up to and including the date of this Circular.

Incentive Stock Option Plan

The Omnibus Plan allows AQR to grant AQR Options to its officers, employees, consultants and directors. The purpose of granting AQR Options is to assist AQR in compensating, attracting, retaining and motivating the directors, officers, consultants and employees of AQR, and to closely align the personal interests of such persons to that of the AQR Shareholders.

AQR is a Capital Pool Company listed on the TSXV. AQR adopted the Omnibus Plan on August 31, 2017. The terms of the Omnibus Plan provide that the number of AQR Shares which may be reserved for issuance under the Omnibus Plan (together with all other share compensation arrangements of AQR) shall not exceed 10% (being 450,000) of the number of AQR Shares outstanding at the closing of AQR's initial public offering, being 4,500,001.

The number of AQR Shares which may be issuable under the Omnibus Plan is subject to the following limitations (a) prior to the Completion of the Qualifying Transaction, to any individual director or officer may not exceed 5% of the AQR Shares outstanding at the closing of AQR's initial public offering; (b) prior to the Completion of the Qualifying Transaction, to all technical consultants may not exceed 2% of the AQR Shares outstanding at the closing of AQR's initial public offering; (c) after the Completion of the Qualifying Transaction, within a one-year period to any one optionee, shall not exceed 5% of the total number of issued and outstanding AQR Shares on the grant date of such options on an undiluted basis, unless AQR has obtained disinterested shareholder approval to exceed such limit; (d) after the Completion of the Qualifying Transaction, within a one-year period to Insiders as a group shall not exceed 10% of the total number of issued and outstanding Shares on the date of grant on an undiluted basis, unless AQR has obtained disinterested shareholder approval to exceed such limit; (e) after the Completion of the Qualifying Transaction, within a one-year period to any one consultant shall not exceed 2% of the total number of issued and outstanding AQR Shares on the date of grant on an undiluted basis; and (f) after the Completion of the Qualifying Transaction, within a one-year period to all eligible persons who undertake investor relations activities shall not exceed 2% in the aggregate of the total number of issued and outstanding AQR Shares on the date of grant on an undiluted basis.

No option may be exercised before Completion of the Qualifying Transaction unless the optionee agrees in writing to deposit the AQR Shares acquired upon exercise of such option in escrow until the issuance of the Final QT Exchange Bulletin.

Securities Authorized for Issuance under Equity Compensation Plans

The table below sets forth AQR's compensation plans under which equity securities are authorized for issuance as at June 30, 2025.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by securityholders	Nil	N/A	450,000(1)(2)
Equity compensation plans not approved by securityholders	Nil	N/A	N/A(1)(2)
Total	Nil	N/A	450,000(1)(2)

Notes:

(1) The terms of the Omnibus Plan provide that, until completion of a Qualifying Transaction, the number of AQR Shares reserved for issuance shall not exceed 450,000, being 10% of the number of issued and outstanding AQR Shares on closing of AQR's initial public offering February 23, 2018. As at the date hereof, there are no AQR Options outstanding under the Existing Plan.
(2) Assuming the AQR Shareholders approve the Omnibus Plan at the Meeting, it is anticipated that an aggregate of 3,543,172 Resulting Issuer Shares will be reserved for issuance under the Omnibus Plan, including 1,513,054 Resulting Issuer Shares reserved for issuance pursuant to the 1,513,054 Resulting Issuer Options anticipated to be issued in exchange for the 1,513,054 Black Pine Options outstanding as of the date of this Circular.

Outstanding Share-Based Awards and Option-Based Awards

As at June 30, 2025, there were no AQR Options issued and outstanding.

Value Vested Or Earned During The Year

Corporate Governance Disclosure

A summary of the responsibilities and activities and the membership of each of the Committees are set out below.

AQR is currently listed on the TSXV as a Capital Pool Company and currently has no assets, other than cash, and has not commenced commercial operations. National Instrument 58-201, Corporate Governance Guidelines establishes corporate governance guidelines which apply to all public companies. AQR has reviewed its own corporate governance practices in light of these guidelines. In certain cases, AQR's practices comply with the guidelines. However, the AQR Board considers that some of the guidelines are not suitable for AQR at its current stage of development and therefore these guidelines have not been adopted. National Instrument 58-101, Corporate Governance Disclosure , mandates disclosure of corporate governance practices which disclosure is set out below.

Independence of Members of Board

As at the date hereof, the AQR Board consists of five (5) directors, two of whom are independent based upon the tests for independence set forth in NI 52-110. Huitt Tracey and Richard Barnett are independent. Keturah Nathe is not independent as she is the President and CEO of AQR. Christopher Cherry is not independent as he is the spouse of Teresa Cherry, the CFO of AQR. Joe DeVries is not independent as he is a control person of AQR as defined by applicable securities laws.

Management Supervision by Board

The size of AQR is such that all AQR's operations are conducted by a small management team which is also represented on the AQR Board. The AQR Board considers that management is effectively supervised by the independent directors on an informal basis as the independent directors are involved in reviewing and supervising the operations of AQR and have full access to management. The independent directors are, however, able to meet at any time without any members of management including the non-independent directors being present. Further supervision is performed through the audit committee which is composed of a majority of independent directors who meet with AQR's auditors without management being in attendance.

Participation of Directors in Other Reporting Issuers

Certain directors of AQR are, or have been within the five years prior to the date hereof, director or officers of other reporting issuers (or the equivalent) in Canada or elsewhere.

See " Meeting and Proxy Related Information – Matters To Be Acted Upon at the Meeting – Election of Directors ".

Orientation and Continuing Education

While AQR does not have formal orientation and training programs, new Board members are provided with access to recent, publicly filed documents of AQR, technical reports and AQR's internal financial information; and access to management.

Board members are encouraged to communicate with management, auditors and technical consultants; to keep themselves current with industry trends and developments and changes in legislation with management's assistance; and to attend related industry seminars. Board members have full access to AQR's records.

Ethical Business Conduct

The AQR Board views good corporate governance as an integral component to the success of AQR and to meet responsibilities to AQR Shareholders.

Nomination of Directors

The Board has responsibility for identifying potential Board candidates. The Board assesses potential Board candidates to fill perceived needs on the Board for required skills, expertise, independence and other factors.

Compensation of Directors and the CEO

The independent directors of AQR are Richard Barnett and Huitt Tracey. Together with Joe DeVries, these three directors have the responsibility for determining compensation for the directors and senior management of AQR.

AQR is currently listed on the TSXV as a CPC and is therefore prohibited from making payments to its directors and officers as remuneration (e.g., salaries, consulting fees, management contract fees and directors' fees). Accordingly, the AQR Board does not consider it necessary or useful at this stage of AQR's development to take any steps to determine compensation for the directors and CEO.

Board Committees

As the directors are actively involved in the operations of AQR and the size of AQR's operations does not warrant a larger AQR Board, the Board has determined that additional committees are not necessary at this stage of AQR's development.

Assessments

The AQR Board does not consider that formal assessments would be useful at this stage of AQR's development.

Expectations of Management

The AQR Board expects management to operate the business of AQR in a manner that enhances shareholder value and is consistent with the highest level of integrity. Management is expected to execute AQR's business plan and to meet performance goals and objectives.

Audit Committee

Audit Committee's Charter

The AQR Audit Committee's charter is attached as Schedule Q hereto.

Composition of the AQR Audit Committee

The members of the AQR Audit Committee are Joe DeVries, Christopher Cherry and Richard Barnett, each of whom is financially literate, as such term is defined in NI 52-110. Richard Barnett is independent, as such term is defined in NI 52-110. Christopher Cherry is not independent as he is the spouse of Teresa Cherry, the CFO of AQR. Joe DeVries is not independent as he is a control person of AQR as defined by applicable securities laws.

Relevant Education and Experience

Joe DeVries : Mr. DeVries has been a self-employed business manager for several Canadian public companies since January 1990, and has been Chief Executive Officer and a director of three other public companies. He meets on a regular basis with employees involved with in-house accounting, as well as the AQR Audit Committee and outside Auditors.

Christopher Cherry : Mr. Cherry is a Chartered Professional Accountant (CPA, CA) and self-employed management consultant providing management and accounting consulting services to public companies since 2007.

Richard Barnett : Mr. Barnett is a Chartered Professional Accountant (CPA, CGA) and has been director, CFO or Controller for several public companies for over 30 years.

Audit Committee Oversight

At no time since the commencement of AQR's most recently completed financial year was a recommendation of the AQR Audit Committee to nominate or compensate an external auditor not adopted by the AQR Board.

Reliance on Certain Exemptions

At no time since the commencement of AQR's most recently completed financial year has AQR relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services) , or an exemption from NI 52110, in whole or in part, granted under Part 8 of NI 52-110. AQR is relying upon the exemption in Section 6.1 of NI 52-110 (Venture Issuers) .

Pre-Approval Policies and Procedures

The AQR Audit Committee has adopted specific policies and procedures for the engagement of non-audit services.

External Auditors Service Fees (By Category)

The table below sets out the aggregate fees billed by AQR's external auditors in the fiscal years ended June 30, 2025 and 2024.

Financial year ending	Audit fees	Audit-related fees(1)	Tax fees	Allother fees
2025	$15,183	$nil	Nil	Nil
2024	$18,220	$15,000	Nil	Nil

Note:

(1) Audit related fees means the aggregate fees billed for assurance and related services by AQR's external auditor that are reasonably related to the performance of the audit or review of the AQR's financial statements and are not reported under "Audit fees" in the table above, including assistance with specific audit procedures on interim financial information.

Exemption in Section 6.1 of NI 52-110

AQR is relying on the exemption in Section 6.1 of NI 52-110 from the requirement of Parts 3 (Composition of the Audit Committee) and 5 (Reporting Obligations).

Indebtedness of Directors and Executive Officers

As at the date hereof, there was no indebtedness outstanding of any current or former director, executive officer or employee of AQR which is owing to AQR or which is owing to another entity, which indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by AQR entered into in connection with a purchase of securities or otherwise .

No individual who is, or at any time during the financial year was, a director or executive officer of AQR, no proposed nominee for election as a director of AQR and no associate of such persons (a) is or at any time since the beginning of the most recently completed financial year has been, indebted to AQR; or (b) whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by AQR, in relation to a securities purchase program or other program.

Interest of Informed Persons in Material Transactions

Except as described elsewhere in this Circular, none of the informed persons (as such term is defined in NI 51-102) of AQR, any proposed director of AQR or the Resulting Issuer, or any associate or affiliate of any informed person or proposed director, has had any material interest, direct or indirect, in any transaction of AQR since the commencement of AQR's last financial year or in any proposed transaction which has materially affected or would materially affect AQR or AcquisitionCo.

See " Meeting and Proxy Related Information – Proxy Related Matters – Interest of Certain Persons in Matters To Be Acted Upon ", " Information Concerning AQR – Non-Arm's Length Transactions ", " Information Concerning AQR – Non-Arm's Length Qualifying Transaction and Related Party Transaction ", " Information Concerning Black Pine – Employment, Consulting and Management Agreements

Black Pine entered into a consulting agreement with Richard Drew Martel (the "Martel Consulting Agreement") pursuant to which Mr. Martel agrees to act as Black Pine's CEO beginning on May 1, 2022,

for a term of one year and renewable on a month-to-month basis, subject to a 30 day termination notice period. Under this consulting agreement, Mr. Martel is paid a base management fee of $7,500 per month, with bonuses to be considered and determined by the Black Pine Board on an annual basis, which may include stock options, special warrants or bonus fees. The Martel Consulting Agreement does not contain provisions relating to change of control, severance or constructive dismissal.

Additional Information

Additional information relating to AQR is on SEDAR+ at www.sedarplus.ca. AQR Shareholders may contact AQR at Suite 303, 595 Howe Street, Vancouver, British Columbia, V6C 2T5 to request copies of AQR's financial statements and MD&A.

INFORMATION CONCERNING AQR

Corporate Structure

Name, Address and Incorporation

Anquiro Ventures Ltd. was incorporated pursuant to the provisions of the BCBCA on March 1, 2012, and completed its initial public offering on February 23, 2018.

On October 19, 2018, pursuant to a resolution of AQR Board, AQR adopted an advance notice policy, which is intended to provide shareholders, directors and management of AQR with a clear framework for nominating directors of AQR. The advance notice provisions set a deadline by which AQR Shareholders must submit written director nomination notices to AQR and set forth information that must be included in the written director nomination notices. The advance notice policy was ratified by AQR Shareholders at annual general meeting held on December 21, 2018.

The AQR Shares are listed on the TSXV under the symbol "AQR.P". Trading of the AQR Shares was suspended, effective at the open, on February 28, 2020, as a result of AQR having failed to complete a Qualifying Transaction within 24 months of its listing. Trading remains suspended as of the date of this Circular. The closing price of the AQR Shares on the TSXV on February 24, 2020, the last full day of trading immediately prior to the halt, was $0.035.

The head office and registered and records office of AQR are located at Suite 303, 595 Howe Street, Vancouver, British Columbia V6C 2T5.

Intercorporate Relationships

AQR has one subsidiary, AcquisitionCo, which is wholly-owned by AQR. AcquisitionCo was incorporated pursuant to the provisions of the BCBCA on October 1, 2024. See " Information Concerning AQR – General Development of the Business – History of AQR – Unwinding of Acquisition of AFC

On November 6, 2020, Richard Barnett, a director of AQR, incorporated AFC in anticipation of a potential Qualifying Transaction. The intention was to transfer the incorporator share to AQR shortly after incorporation; however, due to an administrative delay, this transfer was not effected until June 8, 2023.

On June 8, 2023, AQR acquired 100% of the common shares of AFC, being one common share of AFC, for consideration of $1.00.

On October 17, 2024, at the request of the TSXV, AQR unwound the acquisition of AFC through the sale of the one common share of AFC back to Mr. Barnett for consideration of $1.00 pursuant to the AFC SPA.

".

General Development of the Business

History of AQR

AQR is a CPC and its principal business is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction and having identified and evaluated such opportunities, to negotiate an acquisition or participation subject to acceptance by the TSXV.

As of June 29, 2017, AQR had issued 2,500,001 AQR Shares at a price of $0.05 for gross proceeds of $125,000.05.

On December 20, 2017, AQR became a reporting issuer in the Provinces of British Columbia and Alberta.

On February 23, 2018, AQR completed its initial public offering of 2,000,000 AQR Shares at a price of $0.10 per share for aggregate gross proceeds of $200,000. The AQR Shares are listed on the TSXV under the symbol "AQR.P" and commenced trading on the TSXV on February 26, 2018.

Trading of the AQR Shares was suspended, effective at the open, on February 28, 2020, as a result of AQR having failed to complete a Qualifying Transaction within 24 months of its listing. Trading remains suspended as of the date of this Circular.

On July 8, 2021, AQR held its annual general and special meeting of AQR Shareholders. At the meeting, the AQR Shareholders approved (i) the removal of the consequences associated with AQR not completing a Qualifying Transaction within 24 months of its listing date, and (ii) authorized AQR to make certain amendments to AQR's existing escrow agreement to effect changes contemplated under the new Policy 2.4, which came into effect January 1, 2021 (the " CPC Escrow Amendment ").

On February 21, 2023, AQR and Black Pine entered into the Letter of Intent in connection with the Transaction. The Letter of Intent was amended on April 30, 2023, May 30, 2023, and June 9, 2023, to extend the deadline to enter into the Merger Agreement.

AQR held an annual general meeting of AQR Shareholders on May 24, 2023, where AQR Shareholders approved, among other things, the election of certain directors and the approval of the Omnibus Plan.

On June 19, 2023, AQR, AFC, and Black Pine entered into a merger agreement, which superseded and replaced the Letter of Intent. AQR, AFC, and Black Pine subsequently entered into an amended and restated merger agreement on October 22, 2023, and an amending letter dated January 31, 2024, in connection with certain amendments to such merger agreement. On May 21, 2024, AQR, AFC, and Black Pine entered into the AFC Merger Agreement.

On October 17, 2024, AQR, AFC and Black Pine terminated the AFC Merger Agreement pursuant to a termination agreement and AQR, AcquisitionCo and Black Pine entered into the Merger Agreement.

On November 12, 2024, AQR, AcquisitionCo and Black Pine entered into an amending agreement to amend the Merger Agreement to, inter alia , increase the Concurrent Financing from up to 10,000,000 Subscription Receipts to a minimum of 11,000,000 Subscription Receipts and to confirm that a finder's fee of up to 10% of the gross proceeds of the Concurrent Financing will be payable from the Escrowed Funds on or after the date on which the Escrowed Funds will be released to Black Pine and AQR. The Merger Agreement was also amended on October 30, 2025, May 30, 2025 and January 31, 2026.

See " Information Concerning AQR – Trading Price and Volume ", " Information Concerning the Resulting Issuer – Escrowed Securities – Escrowed Securities – CPC Escrow ", " Information Concerning the Resulting Issuer – Security Based Compensation – Omnibus Equity Compensation Plan " and " Information Concerning AQR – The Transaction ".

Unwinding of Acquisition of AFC

On June 8, 2023, AQR acquired 100% of the common shares of AFC, being one common share of AFC, for consideration of $1.00.

The Transaction

The following description of the material terms and conditions of the Merger Agreement is a summary only and is qualified in its entirety by reference to the terms of the Merger Agreement. The full text of the Merger Agreement is available under AQR's profile on SEDAR+ at www.sedarplus.ca. The terms and conditions of the Merger Agreement were established through negotiations between AQR and Black Pine.

The Transaction is intended to result in a reverse take-over of AQR by Black Pine which, upon completion, will constitute a Qualifying Transaction for AQR under Policy 2.4 and Black Pine Shareholders (including the SR Subscribers) will own the substantial majority of the Resulting Issuer Shares. Black Pine is a company incorporated under the BCBCA, is not a reporting issuer in any Province or Territory of Canada and does not have any of its securities listed or quoted on any stock exchange.

The Transaction is a Non-Arm's Length Qualifying Transaction as several of the same parties and their Associates or Affiliates are Control Persons in both AQR and Black Pine. Furthermore, the Transaction may be considered a Related Party Transaction because (a) Ms. Keturah Nathe (President, CEO and a director of AQR) is also a director of Black Pine, Mr. Joe DeVries (a director of AQR) is also a director of Black Pine, and Mr. Richard Barnett (a director of AQR) is also the CFO of Black Pine; and (b) the aggregated holdings of the issued and outstanding AQR Shares and Black Pine Shares by Principals of AQR exceed 20%. See " Interests of Insiders, Promoters and Control Persons ".

Pursuant to the Merger Agreement, AQR and Black Pine have agreed to complete the Transaction pursuant to which, among other things, AQR will acquire all of the issued and outstanding securities of Black Pine though the amalgamation of Black Pine and AcquisitionCo, pursuant to the provisions of the BCBCA, which amalgamation will form Amalco. Each Black Pine Shareholder will be entitled to receive that number of Resulting Issuer Shares as is equal to the number of Black Pine Shares held by such Black Pine Shareholder immediately prior to the Effective Time, at a deemed price of $0.10 per share.

After the Transaction Closing, the business of AQR will be the current business of Black Pine and AQR will own, through Amalco, the assets of Black Pine, including Black Pine's current interest in the Sugarloaf Property. Pursuant to the Property Agreement, Black Pine has an option to acquire a 100% interest in the Sugarloaf Property, subject to a 2% net smelter return royalty and further subject to a cash payment of US$1,000,000 payable to GBR upon the Sugarloaf Property attaining Commercial Production, as defined in the Property Agreement. The Sugarloaf Property is located in Gila National Forest, Grant County, New

Mexico, and consists of approximately 1,540 acres. See " Information Concerning Black Pine – Description of the Business – The Sugarloaf Property and the Property Agreement " and " Information Concerning Black Pine – Description of the Business – Technical Report ".

As at the date of this Circular, there are (a) 4,500,001 AQR Shares; (b) 15,931,728 Black Pine Shares; and (c)1,513,054 Black Pine Options.

On the Transaction Closing Date, assuming the anticipated amount under the Concurrent Financing is raised and Black Pine issues 15,000,000 Subscription Receipts, the Subscription Receipt Conversion and no exercise of Black Pine Options or SR Warrants prior to the Effective Time, it is anticipated the Resulting Issuer will:

(a) issue 30,931,728 Resulting Issuer Shares at a deemed price of $0.10 per Resulting Issuer Share in exchange for all of the issued and outstanding Black Pine Shares, including 15,000,000 Black Pine Shares issuable upon automatic conversion of the Subscription Receipts;
(b) issue 15,000,000 Resulting Issuer Warrants, each with an exercise price of $0.20 and exercisable for a period of three years from the issuance date of the exchanged SR Warrant to acquire one Resulting Issuer Share, subject to the SRW Acceleration Right, in exchange for the SR Warrants to be issued upon automatic conversion of the Subscription Receipts;
(c) grant 625,000 Resulting Issuer Options, each with an exercise price of $0.10 and exercisable until March 31, 2027, to acquire one Resulting Issuer Share, in exchange for an equivalent number of Black Pine Options;
(d) grant 800,000 Resulting Issuer Options, each with an exercise price of $0.10 and exercisable until February 17, 2028, to acquire one Resulting Issuer Share, in exchange for an equivalent number of Black Pine Options;
(e) grant 88,054 Resulting Issuer Options, each with an exercise price of $0.20 and exercisable until March 7, 2029, to acquire one Resulting Issuer Share, in exchange for an equivalent number of Black Pine Options; and
(f) reserve 16,513,054 Resulting Issuer Shares for issuance in connection with the exercise of the Resulting Issuer Warrants and Resulting Issuer Options.

Immediately after the Transaction Closing, assuming the Subscription Receipt Conversion and that no Black Pine Options are exercised, it is anticipated that there will be approximately 35,431,729 Resulting Issuer Shares issued and outstanding on an undiluted basis, of which approximately:

(a) 15,000,000 (42.33%) Resulting Issuer Shares will be held by SR Subscribers;
(b) 4,500,001 (12.70%) Resulting Issuer Shares will be held by former AQR Shareholders; and
(c) 15,931,728 (44.96%) Resulting Issuer Shares will be held by former Black Pine Shareholders (excluding SR Subscribers).

See " Information Concerning the Resulting Issuer – Pro Forma Consolidated Capitalization ".

Immediately after the Transaction Closing and on a fully-diluted basis, assuming the Subscription Receipt Conversion and the exercise of 1,513,054 Resulting Issuer Options and 16,500,000 Resulting Issuer Warrants, it is anticipated that the Resulting Issuer will have approximately 53,444,783 Resulting Issuer Shares issued and outstanding, of which:

(a) 31,500,000 (58.9%) of the Resulting Issuer Shares will be held by SR Subscribers;

(b) 4,500,001 (8.4%) Resulting Issuer Shares will be held by former AQR security holders; and
(c) 17,444,782 (32.7%) of the Resulting Issuer Shares will be held by former Black Pine Shareholders (excluding SR Subscribers).

See " Information Concerning the Resulting Issuer – Fully Diluted Share Capital ".

Following the Transaction Closing, the Resulting Issuer Shares are anticipated to be listed and posted for trading on the TSXV under the trading symbol "BPR".

Implementation of the Transaction is subject to receipt of all requisite regulatory approvals, shareholder and director approvals, third party consents and other customary conditions.

Except for a finder's fee of up to 10% of the gross proceeds raised under the Concurrent Financing, no finder's fee or commission in relation to the Transaction is payable and no deposit, advance or loan has been made by AQR to Black Pine. Pursuant to the Merger Agreement, Black Pine has agreed to be responsible for all costs and charges incurrent with respect to the Transaction, including, without limitation, all costs and charges incurred prior to the date of the Merger Agreement and all legal, valuation, stock exchange fees, advisory and accounting fees and disbursements related to preparing the documents contemplated by such agreement or otherwise related to the Transaction.

a month-to-month basis, subject to a 30 day termination notice period. Under the KMN Consulting Agreement, KMN Mgmt Inc. is paid a base management fee of $2,500 per month. The KMN Consulting Agreement does not contain provisions relating to change of control, severance or constructive dismissal.

Steps of the Transaction

It is anticipated that the Name Change will be effected concurrently with the Effective Time.

Black Pine and AQR anticipate completing a jointly-funded non-brokered private placement offering of a minimum of 11,000,000 Subscription Receipts, up to a maximum of 15,000,000 Subscription Receipts, at a price per Subscription Receipt of $0.10. AQR and Black Pine have the option, at their discretion, to issue up to an additional 10,000,000 Subscription Receipts, for an aggregate of 25,000,000 Subscription Receipts, under the Concurrent Financing. See " Information Concerning AQR – General Development of the Business – The Transaction – Concurrent Financing ".

Upon the satisfaction and/or waiver of the conditions to the Transaction Closing, including, without limitation, obtaining the requisite regulatory, shareholder and director approvals and the Name Change, the Articles of Amalgamation will be filed with the Registrar.

Prior to the Effective Time and assuming the Escrow Release Notice is delivered to the SR Agent before the Escrow Release Deadline, the Subscription Receipts will be automatically converted into SR Units in accordance with the terms of the Subscription Receipt Certificates and the Escrowed Funds will be released by the SR Agent to Black Pine and AQR pursuant to the SR Escrow Agreement.

Assuming the Subscription Receipt Conversion, at the Effective Time and as a result of the Amalgamation:

(a) the Amalgamating Companies will amalgamate by way of statutory amalgamation under the BCBCA and continue as one company, being Amalco;
(b) each issued and outstanding AcquisitionCo Share, being 100 AcquisitionCo Shares, will be exchanged for one Amalco Share, and the issued and outstanding AcquisitionCo Shares will be cancelled;
(c) the Black Pine Shareholders (other than dissenting shareholders) will receive, as consideration for their Black Pine Shares, one Resulting Issuer Share for each Black Pine Share held, including the Black Pine Shares issued in connection with the Subscription Receipt Conversion;
(d) each dissenting shareholder will cease to have any rights as a Black Pine Shareholder other than the right to be paid by Amalco the fair value of the Black Pine Shares held by the dissenting shareholder in accordance with section 272 of the BCBCA;
(e) each holder of SR Warrants will receive, as consideration for their SR Warrants, one Resulting Issuer Warrant for each SR Warrant held, on substantially the same terms as the SR Warrants being replaced, and every warrant certificate representing SR Warrants will be deemed to be automatically cancelled and will represent only the right to receive a certificate representing one Resulting Issuer Warrant for each cancelled SR Warrant;
(f) each holder of Black Pine Options will receive, as consideration for their Black Pine Options, one Resulting Issuer Option for each Black Pine Option held, on substantially the same terms as the

Black Pine Options being replaced, and every option certificate or option agreement representing Black Pine Options will be deemed to be automatically cancelled and will represent only the right to receive a certificate representing one Resulting Issuer Option for each cancelled Black Pine Option;

(g) as consideration for the issuance of the Resulting Issuer Shares to the Black Pine Shareholders, Amalco will issue to the Resulting Issuer 100 Amalco Shares; and
(h) all of rights, privileges and assets of each of AcquisitionCo and Black Pine (including Black Pine's interest in the Sugarloaf Property pursuant to the Property Agreement and its rights under the Property Agreement) will be the rights, privileges and assets of Amalco, and Amalco will assume all of the liabilities and obligations of each of AcquisitionCo and Black Pine (including the obligations of Black Pine under the Property Agreement).

At the Effective Time, the registered holders of Black Pine Shares immediately prior to the Effective Time shall be deemed to be the registered holders of the Resulting Issuer Shares to which they are entitled and shall receive such Resulting Issuer Shares through the "push-out" method. The Transfer Agent will push out direct registration system advices to all holders of Black Pine Shares and advise them of the number of Resulting Issuer Shares such holder is now deemed to hold. The direct registration system advices will replace any existing share certificate or other instrument representing Black Pine Shares. The share certificates or other instruments representing the Black Pine Shares existing immediately prior to the Effective Time should be retained by the holders thereof and forwarded to the Resulting Issuer or the Transfer Agent promptly after the Effective Date. No direct registration system advices for fractional Resulting Issuer Shares will be issued, and any factional Resulting Issuer Shares will be rounded down to the nearest whole number and no shareholder of the Resulting Issuer will be entitled to any compensation in respect of a fractional Resulting Issuer Share.

At the Effective Time, AQR shall be deemed to be the registered holder of all of the issued and outstanding Amalco Shares, including the 100 additional Amalco Shares AQR is entitled to receive as consideration for the issuance of Resulting Issuer Shares to Black Pine Shareholders, and AQR shall be entitled to receive a share certificate representing the number of Amalco Shares, being 200 Amalco Shares, to which it is entitled.

As of the Effective Time, it is anticipated that the members of the AQR Board, other than Joe DeVries, Richard Barnett and Keturah Nathe, will resign and it is anticipated that the Resulting Issuer Board will be comprised of six directors, being Joe DeVries, Keturah Nathe, Richard Drew Martel, Richard Kern, Richard Barnett and Elyssia Patterson, subject to TSXV approval. It is anticipated that (a) Keturah Nathe, the current president and CEO of AQR will act as corporate secretary of the Resulting Issuer, (b) Teresa Cherry, the current CFO and corporate secretary of AQR, will act as CFO of the Resulting Issuer, and (c) Richard Drew Martel, the current CEO of Black Pine will act as CEO of the Resulting Issuer.

Completion of the Transaction

The Amalgamation will become effective at the Effective Time and the Transaction Closing will be effected concurrently. It is anticipated that the Effective Date will be on or about April 28, 2026.

Following the Transaction Closing, it is anticipated that the Resulting Issuer Shares will be listed on the TSXV under the trading symbol "BPR".

Concurrent Financing

up to an additional 10,000,000 Subscription Receipts, for an aggregate of 25,000,000 Subscription Receipts, under the Concurrent Financing.

A finder's fee of up to 10% of the gross proceeds of the Concurrent Financing will be payable from the Escrowed Proceeds.

The Subscription Receipt Conversion is subject to the Escrow Release Conditions being met and the Escrow Release Notice being delivered to the SR Agent before the Escrow Release Deadline.

If (i) the Escrow Release Conditions are not satisfied before the Escrow Release Deadline or, (ii) if prior to the Escrow Release Deadline, Black Pine has advised the SR Agent that the Escrow Release Conditions will not be completed, then, starting on the second business day following the date Black Pine advises the SR Agent, the Escrowed Funds will be returned to the holders of Subscription Receipts on a pro rata basis. Black Pine will be liable for any shortfall between the amounts owing to the holders of Subscription Receipts and the amount of the Escrowed Funds.

Selected Financial Information

	As at and for the year ended June 30, 2025 (audited)	As at and for the year ended June 30, 2024 (audited)	As at and for the six months ended December 31, 2025 (unaudited)
Balance sheet data
Total assets	$66	$1,265	$108
Total liabilities	$122,014	$209,149	$118,352
Shareholders'equity (deficit)	$(121,948)	$(207,884)	$118,244

Summary operating results
Total revenues	Nil	Nil	Nil
Other items (gain) loss	$(144,251)	$(14,149)	$(26,479)
Totalexpenses	$58,315	$61,641	$22,775
Net (income) loss	($85,936)	$47,492	$(3,704)

Management's Discussion and Analysis

The MD&A of AQR for the financial years ended June 30, 2025, June 30, 2024 and June 30, 2023, and for the six months ended December 31, 2025, are attached hereto as Schedule J, Schedule K, Schedule L and Schedule M, respectively. Certain information included in such MD&A is Forward-Looking Information and based upon assumptions and anticipated results that are subject to uncertainties. Should one or more of these uncertainties materialize or should the underlying assumptions prove incorrect, actual results may vary significantly from those expected. See " Information Regarding this Circular – Cautionary Note Regarding Forward-Looking Information ".

Description of Securities

AQR Shares

AQR is authorized to issue an unlimited number of AQR Shares, of which 4,500,001 AQR Shares are issued and outstanding as at the date hereof.

The holders of AQR Shares are entitled to receive notice of and attend all meetings of AQR Shareholders and are entitled to one vote in respect of each AQR Share held at such meetings. AQR Shareholders are entitled to receive dividends if, as and when declared by the AQR Board. In the event of liquidation, dissolution or winding-up of AQR, AQR Shareholders are entitled to share rateably in such assets of AQR as are distributable to the holders of AQR Shares. AQR Shares are not subject to any pre-emptive rights, conversion or exchange rights. AQR may, if authorized by the AQR Board, purchase, redeem or otherwise acquire any of the AQR Shares at the price and upon the terms determined by the AQR Board. However, it must not make such purchase, redemption or acquisition of AQR Shares if there are reasonable grounds for believing that AQR is insolvent or will render AQR insolvent. If AQR proposes to redeem some but not all of the AQR Shares, the AQR Board may determine the manner in which the AQR Shares are redeemed. AQR Shares are not subject to any sinking or purchase fund provisions or any provisions permitting or restricting the issuance of additional securities or other material restrictions. AQR Shares are further not subject to any provisions requiring a securityholder to contribute additional capital.

AQR Options

AQR is authorized to grant up to 675,000 AQR Options under the Existing Plan. As at the date hereof, there are no AQR Options outstanding and it is anticipated that there will be no AQR Options outstanding immediately prior to the Transaction Closing. At the Meeting, the AQR Shareholders will be asked to approve the Omnibus Plan and it is anticipated that the Omnibus Plan will be implemented following the Transaction Closing as the Resulting Issuer's equity incentive plan. At the Effective Time, all outstanding Black Pine Options will be exchanged for Resulting Issuer Options with equivalent terms but which will be governed by the Omnibus Plan, assuming the Omnibus Plan is approved by the AQR Shareholders at the Meeting and by the TSXV.

See " Meeting and Proxy Related Information – Matters To Be Acted Upon at the Meeting – Approval and Ratification of the " and " Information Concerning the Resulting Issuer – Security Based Compensation – Omnibus Equity Compensation Plan ".

Stock Option Plan

AQR has adopted the Omnibus Plan, which provides that the board of directors may from time to time, in its discretion, and in accordance with the TSXV requirements, grant to certain eligible persons, nontransferable options to purchase AQR Shares exercisable for a period of up to ten years from the date of the grant. The purpose of the Omnibus Plan is to provide eligible persons with the opportunity to participate in the success of AQR.

Pursuant to the Omnibus Plan, prior to the completion of its Qualifying Transaction, the maximum number of AQR Shares reserved for issuance may not exceed 10% of the total issued and outstanding AQR Shares as at the time of the closing of AQR's initial public offering. After the completion of its Qualifying Transaction, the maximum number of AQR Shares reserved for issuance may not exceed 10% of the total issued and outstanding AQR Shares as at the date of grant.

Pursuant to the Omnibus Plan, prior to the completion of its Qualifying Transaction, the maximum number of AQR Shares reserved for issuance to any individual director or officer must not exceed 5% of the AQR Shares outstanding after the closing of AQR's initial public offering. Prior to the completion of its Qualifying Transaction, the maximum number of AQR Shares reserved for issuance to any technical consultant may not exceed 2% of the AQR Shares outstanding after the closing of AQR's initial public offering. After the completion of its Qualifying Transaction, the maximum number of AQR Shares reserved for issuance in any 12 month period to any optionee must not exceed 5% of the issued and outstanding number of AQR Shares, unless disinterested shareholder approval is obtained. After the completion of its Qualifying Transaction, the maximum number of AQR Shares reserved for issuance in any 12 month period to any one consultant must not exceed 2% of the issued and outstanding number of AQR Shares; and the maximum number of AQR Shares reserved for issuance in any 12 month period to all persons engaged in investor relations activities may not exceed 2% of the issued and outstanding number of AQR Shares. Disinterested shareholder approval must be obtained for any grant of AQR Options to Insiders of AQR, within a 12 month period of a number of AQR Options exceeding 10% of the issued and outstanding AQR Shares.

If an optionee ceases to be a director, officer, employee or consultant of AQR for any reason other than death or termination for cause, the optionee may exercise options no later than the 90[th] day (30[th] day for optionees engaged in investor relations activities) following cessation of the optionee's position or arrangement with AQR, subject to the expiry date of such option. If the cessation was by reason of death, the option may be exercised within a maximum period of one year after such death, subject to the expiry date of such option. If the cessation was as a result of termination for cause of such optionee, all outstanding options, vested or not, will be cancelled as of the date of termination.

The exercise price of AQR Options is determined by the AQR Board, and will not be less than 100% of the fair market value of an AQR Share on the date of grant of such AQR Option, being the price of the last recorded sale of a board lot of AQR Share that took place on the TSXV immediately preceding the date of grant of such AQR Option.

Any AQR Shares acquired pursuant to the exercise of AQR Options prior to the Transaction Closing must be deposited in escrow and will be subject to escrow until the Final QT Exchange Bulletin is issued.

As of the date of this Circular, there are no AQR Options outstanding.

At the Meeting, AQR Shareholders will be voting to approve the Omnibus Plan, which will come into effect concurrently with the Transaction Closing. The Omnibus Plan, once adopted, will provide the flexibility to grant equity-based incentive awards in the form of Resulting Issuer options, Resulting Issuer RSUs, Resulting Issuer DSUs, Resulting Issuer PSUs and Resulting Issuer SARs.

Prior Sales

AQR has not issued any securities in the 12-month period before the date of this Circular.

Trading Price and Volume

The AQR Shares have been posted for trading on the TSXV since February 23, 2018, under the trading symbol "AQR.P". Trading of the AQR Shares was suspended on February 28, 2020, and remains suspended as of the date of this Circular. The closing price of the AQR Shares on the TSXV on February 27, 2020, the last full day of trading immediately prior to the halt, was $0.035. AQR Shares remain halted as of the date of this Circular. The table below sets forth certain trading information for AQR Shares on the TSXV for the periods noted.

Period	High ($)	Low ($)	Trading volume
February 1-27, 2020	0.08	0.035	20,000
January2020	0.135	0.08	20,000
December 2019	0.135	0.135	Nil
November 2019	0.15	0.135	10,000
October 2020	0.15	0.15	Nil
September 2019	0.15	0.15	5,500
August2019	0.17	0.15	5,500
July 2019	0.17	0.15	22,000
June2019	0.15	0.135	52,500
May 2019	0.15	0.105	2,500
April 2019	0.15	0.105	30,000
March 2019	0.115	0.105	10,016

Non-Arm's Length Transactions

Mr. Richard Barnett, a director of AQR, is also the purchaser of the one AFC common share pursuant to the AFC SPA. Mr. Barnett has advised the AQR Board of his disclosable interest in connection with the entrance into the AFC SPA and has recused himself from voting on matters relating to the AFC SPA. See " Information Concerning AQR - General Development of the Business - History of AQR - Unwinding of Acquisition of AFC ".

Mr. Joe DeVries is a director of both AQR and Black Pine and is a proposed director of the Resulting Issuer. Mr. DeVries is also the sole shareholder of Simco, which currently provides management services to Black Pine on a month to month basis. Concurrently with the Transaction Closing, it is anticipated that that the Resulting Issuer will enter into the Simco Agreement, pursuant to which Simco will provide the Simco Services to the Resulting Issuer.

Pursuant to MI 61-101, "collateral benefit", for a transaction of an issuer, means any benefit that a related party of the issuer is entitled to receive, directly or indirectly, as a consequence of the transaction, including, without limitation, enhancements in benefits related to past or future services as a director.

Upon completion of the Transaction, it is anticipated that the service contract between Black Pine and Simco will be terminated and replaced by the Simco Agreement. It is anticipated that, pursuant to the Simco Agreement with the Resulting Issuer, Simco will provide the Simco Services and for consideration of $5,506.20 (plus GST) per month. The Resulting Issuer will also reimburse Simco for all reasonable out-ofpocket expenses, plus a 10% payment charge. As such, the entrance into the Simco Agreement may be seen as a collateral benefit of Simco, and Joe DeVries, in connection with the Transaction. See " Information Concerning the Resulting Issuer – Executive Compensation - Employment, Consulting and Management Agreements ".

Non-Arm's Length Qualifying Transaction and Related Party Transaction

Each of Ms. Nathe, Mr. DeVries and Mr. Barnett is a Non-Arm's Length Party and Insider to each of Black Pine and AQR, and has informed the AQR Board and Black Pine Board of his or her respective interests in the parties to the Transaction.

Policy 2.4 requires that Majority of the Minority Approval is required if the proposed Qualifying Transaction is subject to Policy 5.9, which incorporates the provisions of MI 61-101. Generally speaking, MI 61-101 requires a reporting issuer, unless exempted, to obtain a formal valuation and minority shareholder approval where the transaction in question is a "business combination", an "issuer bid", an "insider bid" or a "related party transaction".

Name	Number of AQR Shares beneficially owned or over which control or direction is exercised as at the date hereof	Percentage of issued and outstanding AQR Shares as at the date hereof(1)
Keturah Nathe	100,000	2.22%
Teresa Cherry	100,000	2.22%
JoeDeVries	1,400,001	31.11%
Christopher Cherry	100,000	2.22%
HuittTracey	200,000	4.44%
Richard Barnett	200,000	4.44%

Name	Number of AQR Shares beneficially owned or over which control or direction is exercised as at the date hereof	Percentage of issued and outstanding AQR Shares as at the date hereof(1)
TOTAL	2,100,001	46.65%

Note:

(1) Percentages are on an undiluted basis and are based on an aggregate of 4,500,001 AQR Shares issued and outstanding as of the date of this Circular.

Black Pine entered into a consulting agreement with Richard Drew Martel (the "Martel Consulting Agreement") pursuant to which Mr. Martel agrees to act as Black Pine's CEO beginning on May 1, 2022, for a term of one year and renewable on a month-to-month basis, subject to a 30 day termination notice period. Under this consulting agreement, Mr. Martel is paid a base management fee of $7,500 per month, with bonuses to be considered and determined by the Black Pine Board on an annual basis, which may include stock options, special warrants or bonus fees. The Martel Consulting Agreement does not contain provisions relating to change of control, severance or constructive dismissal.

Form 62-104F2 Disclosure

Section 4.2(3) of MI 61-101 requires that the information circular sent to shareholders in connection with the meeting at which minority approval of a business combination is sought, must include the disclosure

required by Form 62-104F2 – Issuer Bid Circular of National Instrument 62-104 – Take-Over Bids and Issuer Bids , to the extent applicable and with the necessary modifications. AQR has determined that the following items of Form 62-104F2 are applicable to the Transaction.

Consideration

See " Information Concerning AQR – General Development of the Business – The Transaction ".

Purpose of the Transaction

The Purpose of the Transaction is to effect a reverse take-over of AQR by Black Pine which, upon completion, will constitute a Qualifying Transaction for AQR under Policy 2.4 and Black Pine Shareholders (including the SR Subscribers) will own the substantial majority of the Resulting Issuer Shares.

Trading of the Securities to be Acquired

There is no public market for the Black Pine Shares. Following the Transaction Closing, it is anticipated that the Resulting Issuer Shares will be listed on the TSXV under the trading symbol "BPR". See " Information Concerning Black Pine – Description of Securities".

Ownership of Securities of AQR

To the knowledge of AQR, after reasonable inquiry, the following table indicates that as at the date of this Circular, the number of securities of AQR beneficially owned or over which control or direction is exercised by each director and officer of AQR and, after reasonable enquiry by: (i) each Associate or Affiliate of an insider of AQR; (ii) each Associate or Affiliate of AQR; (iii) an insider of AQR (other than a director or officer of AQR); and (iv) each person acting jointly or in concert with AQR.

Name	Number of AQR Shares beneficially owned or over which control or direction is exercised as at the date hereof	Percentage of issued and outstanding AQR Shares as at the date hereof(1)
Keturah Nathe	100,000	2.22%
Teresa Cherry	100,000	2.22%
Joe DeVries	1,400,001	31.11%
Christopher Cherry	100,000	2.22%
Huitt Tracey	200,000	4.44%
Richard Barnett	200,000	4.44%
TOTAL	2,100,001	46.65%

Note:

(1) Percentages are on an undiluted basis and are based on an aggregate of 4,500,001 AQR Shares issued and outstanding as of the date of this Circular.

Commitments to Acquire Securities of AQR

AQR has no agreements, commitments or understandings to acquire securities of AQR. To the knowledge of AQR, after reasonable inquiry, no person named under the heading " Information Concerning AQR – Non-Arm's Length Qualifying Transaction and Related Party Transaction – Form 62-104F2 Disclosure – Ownership of Securities of AQR " has any agreement, commitment or understanding to acquire securities of AQR.

Material Changes in the Affairs of AQR

Other than as disclosed herein, there are no proposals or plans for material changes in the affairs of AQR.

Previous Purchases and Sales

AQR did not purchase or sell any of its securities in the 12 months preceding the date hereof.

Formal Valuation

In connection with the Transaction, an exemption from this valuation requirement is available pursuant to Ml 61-101, because none of the securities of AQR are listed or quoted on any of the exchanges or markets listed in Ml 61-101.

Prior Valuations

There have been no valuations of AQR or Black Pine, their securities, or their material assets made in the last 24 months that would reasonably affect the decision of an AQR Shareholder to vote for or against the Transaction or to retain/dispose their AQR Shares.

Approval of Transaction

This Circular has been approved by the AQR Board (with conflicted directors abstaining) and its delivery to the AQR Shareholders has been authorized by the AQR Board.

Dividend Policy

AQR has not paid any dividends on its outstanding shares. Payments of dividends in the future will be dependent on, among other things, the cash flow, results of operations and financial condition of AQR, the need for funds to finance ongoing operations and other considerations as the AQR Board considers relevant.

Expenses of the Transaction

See " Information Concerning the Resulting Issuer – Available Funds and Principal Purposes – Principal Purposes of Funds Available ".

Solicitations

See " Meeting and Proxy Related Information – Proxy Related Matters ".

Other Material Facts

There are no material facts concerning the AQR Shares or other matter not disclosed in the Circular that has not been generally disclosed, is known to AQR and would reasonably be expected to affect the decision of the AQR Shareholders as to voting on the Transaction.

Legal Proceedings

To the knowledge of AQR, there are no legal proceedings AQR is or was a party to, or that any of its property is or was the subject matter of, since the beginning of the financial years ended June 30, 2025 and June 30, 2024.

Auditor, Transfer Agents and Registrars

Auditor

The auditors of AQR are DMCL LLP, Chartered Professional Accountants at its principal office in Vancouver, British Columbia, located at Suite 1500, 1140 W Pender Street, Vancouver, British Columbia V6E 4G1.

Transfer Agent and Registrar

The transfer agent and registrar for the AQR Shares is Computershare Investor Services Inc. at its principal office in Vancouver, British Columbia.

Material Contracts

AQR has not entered into any material contracts and is not anticipated to enter into any material contracts prior to the Transaction Closing, other than:

(a) the transfer agent, registrar and dividend disbursing agent agreement dated August 21, 2017, between AQR and the Transfer Agent;
(b) the escrow agreement dated August 30, 2017, between AQR, the Transfer Agent and certain AQR Shareholders; and
(c) the Merger Agreement.

Copies of the foregoing agreements will be available for inspection at the registered office of AQR, Suite 303, 595 Howe Street, Vancouver British Columbia, V6C 2T5, during ordinary business hours, until the Transaction Closing Date and for a period of 30 days thereafter.

INFORMATION CONCERNING BLACK PINE

Corporate Structure

Name and Incorporation

Black Pine Resources Corp. was incorporated under the BCBCA, on October 20, 2017, under the name "Digital Asset Management Corp." On February 23, 2021, Black Pine changed its name to "Black Pine Resources Corp." No public market exists for the securities of Black Pine as of the date hereof.

The registered and records office and principal office of Black Pine are located at Suite 303, 595 Howe Street, Vancouver, British Columbia V6C 2T5.

Intercorporate Relationships

Black Pine does not have any subsidiaries.

Description of the Business

Three Year History

In January of 2021, Black Pine completed a four-to-one consolidation of the Black Pine Shares, reducing the number of issued and outstanding Black Pine Shares from 15,726,912 to 3,931,728.

In February of 2021, Black Pine went from being a cryptocurrency business to a mineral exploration business. In connection with the change, Black Pine changed its name from "Digital Asset Management Corp." to "Black Pine Resources Corp." on February 23, 2021, and sold its cryptocurrency assets.

In May of 2021, Black Pine issued 840,000 Black Pine Shares to 0944230 B.C. Ltd., a company whollyowned by Richard Drew Martel, the CEO of Black Pine, at a deemed price of $0.05 per share, as payment for $42,000 owed by Black Pine to 0944230 B.C. Ltd. for the provision of CEO services by Mr. Martel to Black Pine for the period from February 1, 2020, to September 30, 2020, pursuant to a debt settlement agreement dated May 11, 2021.

Between March to September of 2021, Black Pine completed private placement offerings of Black Pine Shares and issued 11,160,000 shares at a price of $0.05 per share, for gross proceeds of $558,000.

In April of 2022, Black Pine entered into the Property Agreement with GBR and acquired its interest in the Sugarloaf Property. On or around April 15, 2022, Black Pine reimbursed GBR US$100,000 for expenses incurred by GBR, including the preparation of the Technical Report. Black Pine has also incurred expenditures of US$224,488 under the Property Agreement, as at October 31, 2024.

In February of 2023, Black Pine entered into the Letter of Intent and an initial version of a merger agreement, which was amended and restated several times before being terminated on October 17, 2024.

On October 17, 2024, AQR, AcquisitionCo and Black Pine entered into the Merger Agreement. Included in this agreement, the Resulting Issuer entered into an agreement to pay Simco an aggregate of $5,506.20 per month in consideration for the Simco Services. The Resulting Issuer further agrees to reimburse Simco for all reasonable out-of-pocket expenses plus a 10% payment charge on such expenses, which are

incurred in connection with the performance of the Simco Services. The Resulting Issuer will engage Simco for an initial period of 12 months, which will automatically renew for a further period of 12 months unless terminated by 30 days written notice by either party. The Resulting Issuer will provide to Simco a retainer of $5,000, which will be held by Simco and applied against the final invoice if and when the engagement of Simco by the Resulting Issuer is terminated.

The Technical Report was also finalised. Since March 24, 2023, and updated January 2, 2026, the effective date of the Technical Report, Black Pine has completed the following work on the Sugarloaf Property:

2 Tours, one for the State of New Mexico and Forest Service, one subsequent follow-up tour for the State of New Mexico

magnetotelluric survey;
two tours: one for the New Mexico Energy, Minerals and Natural Resources, Forestry Division, and a follow up tour for the State of New Mexico;
earthworks for access to drill sites
one water source for drilling confirmed via local supplier in Silver City;
two rounds of permit submission and revision with the New Mexico Energy, Minerals and Natural Resources, Forestry Division;
three rounds of permit submission and revision with the State of New Mexico;
two archeological surveys;
two rounds permit submitted and revised for well drilling and abandonment with the the New Mexico Energy, Office of the State Engineer, Minerals and Natural Resources, Forestry Division; and
• numerous maps and figures created to facilitate permitting, plus revisions

The Sugarloaf Property and the Property Agreement

In April of 2022, Black Pine entered into the Property Agreement pursuant to which it is entitled to earn an undivided 100% interest in the Sugarloaf Property, subject to a 2% net smelter royalty due to GBR and further subject to a cash payment of US$1,000,000 payable to GBR upon the Sugarloaf Property attaining Commercial Production, as defined in the Property Agreement, by (i) Reimbursement for documented expenditures, not to exceed US$100,000 (paid), including the preparation of a NI 43-101 technical report; (ii) Expending: a) US$300,000 in exploration funds by no later than the first anniversary date of the closing of a public listing event, and; b) US$500,000 in exploration funds by no later than the second anniversary date of the closing of a public listing event, and; c) A cumulative aggregate of US$1,500,000 in exploration funds by no later than the third anniversary date of the closing of a public listing event, and; d) A cumulative aggregate of US$3,000,000 in exploration funds by no later than the fourth anniversary date of the closing of a public listing event.

The Sugarloaf Property is situated approximately 10 miles southwest of Silver City, New Mexico, USA, and consists of 77 unpatented claims totaling 1,544 hectares.

Mr. Richard Kern, a director of Black Pine and a proposed director of the Resulting Issuer, is the president of GBR, which is the counterparty to the Property Agreement.

See " Information Concerning Black Pine – Employment, Consulting and Management Agreements

Black Pine entered into a consulting agreement with Richard Drew Martel (the "Martel Consulting Agreement") pursuant to which Mr. Martel agrees to act as Black Pine's CEO beginning on May 1, 2022, for a term of one year and renewable on a month-to-month basis, subject to a 30 day termination notice period. Under this consulting agreement, Mr. Martel is paid a base management fee of $7,500 per month, with bonuses to be considered and determined by the Black Pine Board on an annual basis, which may include stock options, special warrants or bonus fees. The Martel Consulting Agreement does not contain provisions relating to change of control, severance or constructive dismissal.

Non-Arm's Length Transactions " and " Information Concerning the Resulting Issuer – Officers, Directors and Promoters – Conflicts of Interest ".

Technical Report

The following is a summary of certain information of a scientific or technical nature in respect of the Sugarloaf Property and is derived from the Technical Report. The Technical Report is incorporated by referenced herein. The full text of the Technical Report is available on AQR's profile on SEDAR+ at www.sedarplus.ca.

For readers to fully understand the technical information in this Circular, they should read the Technical Report in its entirety, including all qualifications, assumptions and exclusions that relate to the technical information set out in this Circular. The Technical Report is intended to be read as a whole, and sections should not be read or relied upon out of context. Capitalized terms not otherwise defined in this section shall have the meaning ascribed to such term in the Technical Report.

Property Description and Location

The mining claims comprising the Sugarloaf Property (Table 4.1) include 77 - 20-acre unpatented lode mineral claims (" Cobre " claims) accrue approximately 1,540 acres or 623 hectares. A block of 45 20-acre mineral (Cobre) claims were originally located in 2006 by MinQuest Inc. (a predecessor company to Great Basin), followed by the location of 32 additional 20-acre Cobre claims in 2010. On July 25, 2017 all 77 Cobre claims were assigned from MinQuest Inc. to Great Basin Resources Inc.

The 77 Cobre claims (Figure 4-1) are located in full or portions of the following Townships, Ranges, and Sections of the New Mexico Base and Meridian:

==> picture [197 x 33] intentionally omitted <==

As shown on Figure 4-1, unpatented mineral claims including the following:

T19S, R16W, section 13 – Cobre 14, 47, 63, 64, 65, 66, 67, 73, 104, 105, 106 and;

T19S, R15W, section 18 – Cobre 2, 3, 22, 24, 26, 100, 101, 102, 103 and;

T19S, R15W, section 17 – Cobre 3 and;

T19S, R15W, section 19 – Cobre 100, 102,

partially impinge on patented mineral claims. Patented mineral claims enjoy fee-simple, deeded surface and mineral estates and supersede any and all mineral rights attendant to unpatented lode or placer mineral claims. Patented mining claims require a single annual property tax payment to the county where they are located, the amount of which is determined by an assessed value. Therefore, only the portion of the above claims which lie outside the boundaries of the Patented mining claims have mineral rights vested to Great Basin, so long as the appropriate annual fees are paid to Grant County and the US Bureau of Land Management. All other Cobre mineral claims which are not covered by Patented mineral claims have full mineral rights defined by the 20-acre boundary of each claim.

The US Bureau of Land Management (" BLM ") in Santa Fe New Mexico administers the mineral estate of the 77 unpatented Cobre lode mining claims comprising the Property. The Cobre claims are located within the boundaries of the Gila National Forest which is administered by the US Forest Service office in Silver City, New Mexico. All mineral claims comprising the Property have to be filed and registered with both the BLM and the New Mexico county where they are located, in this case, the Recorder's Office in Silver City, the county seat of Grant County, New Mexico. To keep the claims in good standing, annual maintenance fees must be paid to the BLM prior to September 1 of each year. The maintenance fees for the assessment year (September 1 through August 31) are prescribed in the 1993 Omnibus Budget Reconciliation Act of 1993, Public Law 103-66. An affidavit of Payment of Claim Maintenance Fees and Notice of Intention to Hold Unpatented Mining Claims must be prepared and recorded pursuant to NRS 517.230(3). During July, 2025 Great Basin made payment totaling $US15,400 ($US200/claim) to the BLM office in Santa Fe and $US200 was paid to the Recorders office in Grant County, New Mexico. As of the date of this Technical Report, all 77 lode, unpatented mineral claims comprising the Property are in good standing to the assessment year ending on August 31, 2026.

	CLAIMANT	NMMC NUMBER
COBRE 1	MinQuest Inc.	189214
COBRE 2	MinQuest Inc.	189215
COBRE 3	MinQuest Inc.	189216
COBRE 4	MinQuest Inc.	189217
COBRE 5	MinQuest Inc.	189218
COBRE 6	MinQuest Inc.	189219
COBRE 13	MinQuest Inc.	173856
COBRE 14	MinQuest Inc.	173857
COBRE 15	MinQuest Inc.	173858
COBRE 16	MinQuest Inc.	173859

COBRE 17	MinQuest Inc.	173860
COBRE 18	MinQuest Inc.	173861
COBRE 19	MinQuest Inc.	173862
COBRE 20	MinQuest Inc.	173863
COBRE 21	MinQuest Inc.	173864
COBRE 22	MinQuest Inc.	173865
COBRE 23	MinQuest Inc.	173866
COBRE 24	MinQuest Inc.	173867
COBRE 25	MinQuest Inc.	173868
COBRE 26	MinQuest Inc.	173869
COBRE 27	MinQuest Inc.	173870
COBRE 28	MinQuest Inc.	173871
COBRE 29	MinQuest Inc.	173872
COBRE 30	MinQuest Inc.	173873
COBRE 31	MinQuest Inc.	173874
COBRE 32	MinQuest Inc.	173875
COBRE 33	MinQuest Inc.	173876
COBRE 34	MinQuest Inc.	173877
COBRE 35	MinQuest Inc.	173878
COBRE 36	MinQuest Inc.	173879
COBRE 37	MinQuest Inc.	173880
COBRE 38	MinQuest Inc.	173881
COBRE 39	MinQuest Inc.	173882
COBRE 40	MinQuest Inc.	173883
COBRE 41	MinQuest Inc.	173884
COBRE 42	MinQuest Inc.	173885
COBRE 43	MinQuest Inc.	173886
COBRE 44	MinQuest Inc.	173887
COBRE 45	MinQuest Inc.	173888
COBRE 46	MinQuest Inc.	173889
COBRE 47	MinQuest Inc.	173890
COBRE 48	MinQuest Inc.	173891
COBRE 49	MinQuest Inc.	173892
COBRE 50	MinQuest Inc.	173893
COBRE 51	MinQuest Inc.	189220
COBRE 52	MinQuest Inc.	189221
COBRE 53	MinQuest Inc.	189222
COBRE 54	MinQuest Inc.	189223
COBRE 55	MinQuest Inc.	189224
COBRE 56	MinQuest Inc.	189225
COBRE 57	MinQuest Inc.	189226
COBRE 58	MinQuest Inc.	189227
COBRE 59	MinQuest Inc.	189228

COBRE 60	MinQuest Inc.	189229
COBRE 61	MinQuest Inc.	189230
COBRE 62	MinQuest Inc.	189231
COBRE 63	MinQuest Inc.	189232
COBRE 64	MinQuest Inc.	189233
COBRE 65	MinQuest Inc.	189234
COBRE 66	MinQuest Inc.	189235
COBRE 67	MinQuest Inc.	189236
COBRE 68	MinQuest Inc.	189237
COBRE 69	MinQuest Inc.	189238
COBRE 70	MinQuest Inc.	189239
COBRE 71	MinQuest Inc.	189240
COBRE 72	MinQuest Inc.	189241
COBRE 73	MinQuest Inc.	189242
COBRE 74	MinQuest Inc.	189243
COBRE 75	MinQuest Inc.	189244
COBRE 76	MinQuest Inc.	189245
COBRE 100	MinQuest Inc.	173894
COBRE 101	MinQuest Inc.	173895
COBRE 102	MinQuest Inc.	173896
COBRE 103	MinQuest Inc.	173897
COBRE 104	MinQuest Inc.	173898
COBRE 105	MinQuest Inc.	173899
COBRE 106	MinQuest Inc.	173900

Table 4-1. Cobre unpatented mineral claims, Sugarloaf Property. The 77 claims are located in Grant County, New Mexico. (The Author notes that the US Bureau of Land Management does not recognize "ownership" as such and the Cobre claims are listed under the original claimant name, MinQuest Inc. However, the Grant County Recorder does track transfers of "ownership" of mineral claims and the 2017 deeded conveyance from MinQuest to Great Basin was recorded.)

==> picture [469 x 312] intentionally omitted <==

Figure 4-1. The 77 Cobre mineral claims, Sugarloaf Property. Patented mineral claims which supersede mineral rights of the Cobre unpatented claims are outlined (in blue) as "carve outs" to the Cobre block. The Author's sample sites from the October 25-26, 2022 site visit are indicated.

Mineral Tenure and Royalties

Black Pine Resources Corp. – Great Basin Resources Inc. Letter of Intent

On April 15, 2022 Black Pine Resources Corp. (" Black Pine ") executed a Letter of Intent (" BP-GB LOI ") with Great Basin Resources Inc. (" Great Basin ") to option the 77 unpatented mining claims comprising the Sugarloaf Property (or the " Property ").

Black Pine can earn 100% interest in the Property by completing annual work programs on the Property over a four-year period, and other considerations. As stipulated in the BP-GB LOI, at the Closing Date (defined as regulatory and Board of Director's approval of the terms of the Black Pine-Great Basin LOI), Black Pine is required to commit to a $US300,000 first-year work program on the Property and within 60 days must reimburse Great Basin for up to US$100,000 in documented costs pertaining to work on the Property, claim filing and maintenance fees, and other expenses incurred by Great Basin prior to the Closing date. Following completion, the initial work program, further annual expenditure obligations (below) will be required to maintain the agreement in good standing.

Year Two - $US500,000
Year Three - $US1,500,000
Year Four - $US3,000,000

All expenditures are cumulative and any excess will carry forward to credit Black Pine.

Upon completion of the required annual work expenditures, Black Pine will have deemed to have earned 100% interest in the Property. Should the Property reach Commercial Production, Black Pine will be obligated to make a $US1,000,000 payment to Great Basin, and any production revenue will be subject to a 2% Net Smelter Royalty, due Great Basin.

Anquiro Ventures Ltd. – Black Pine Resources Corp. Letter of Intent

On February 21, 2023, Anquiro Ventures Ltd. (" Anquiro " or the " Company ") executed a Letter of Intent (" A-BP LOI ") with Black Pine to acquire the business of Black Pine, including the Property, subject to terms outlined above under the BP-GB LOI (the " Proposed Transaction ") (Anquiro, 2023). Upon completion of the Proposed Transaction, Black Pine will be a wholly-owned subsidiary of the Company (together, the " Resulting Issuer "). In exchange for each common share of Black Pine (a " BP Share "), the Company will issue to the shareholders of Black Pine, on a prospectus and registration exempt basis, one common share in the capital of the Company (a " Company Share ") at a deemed issuance price of $CN0.20 per Company Share (the " Resulting Issuer List Price "). On completion of the Proposed Transaction, the security holders of Black Pine will own a majority of the issued and outstanding common shares of the Resulting Issuer (the " Resulting Issuer Shares "). Assuming completion of the maximum Concurrent Financings, Black Pine is expected to hold approximately 86.34% of the Resulting Issuer and the Company is expected to hold approximately 13.66% of the Resulting Issuer on completion of the Proposed Transaction.

The Proposed Transaction, if completed, will constitute the Company's "Qualifying Transaction" of the TSX Venture Exchange. The completion of the Proposed Transaction is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including but not limited to (i) the negotiation and execution of a Definitive Agreement; (ii) the receipt of shareholder approval for the Proposed Transaction to the extent as required by applicable law and policies of the Exchange; (iii) the filing with the applicable securities regulatory authorities of a filing statement or information circular regarding the Proposed Transaction, (iv) the receipt of conditional approval from the Exchange for the Proposed Transaction and the listing of the Resulting Issuer Shares upon completion of the Proposed Transaction; and (v) the raise of the Minimum Amount pursuant to the Concurrent Financings. There can be no assurance that the Proposed Transaction will be completed on the terms proposed above or at all.

On July 15, 2024, under an Amending Agreement, Black Pine and Great Basin revised the Closing Date (above) stipulated in the April 15, 2022 Letter of Intent (BP-GB LOI). The revised Closing Date shall take place within ten (10) business days of the date upon which Black Pine receives approval from the TSX Venture Exchange (" TSXV ") for the completion of the amalgamation (" Amalgamation " or " Qualifying Transaction ") and to facilitate the completion of the Amalgamation with Anquiro Ventures Ltd., including any and all required regulatory and Board of Directors' approvals required to give effect to this transaction. All other terms and conditions of the Letter of Intent will remain in force and effect.

Environmental and Permitting

Since the Cobre claims are located within Gila National Forest, permitting activities for drill programs and other surface disturbances located within the Property boundaries are administered by the US Forest Service office, located in Silver City, New Mexico. Surface disturbances of Forest or BLM lands on which Federal mining claims are located are determined under Federal statute 43 CFR 3809, as amended. Concurrently, a Reclamation Bond is required, the amount of which is based on the anticipated acreage disturbance, and determined by the New Mexico Mining and Minerals Division.

Following completion and interpretation of the 2022 IP/Resistivity survey (see Exploration, section 9 below) selection of the first phase drill hole locations, the first application for a Plan of Operations (P.O.O.) at Sugarloaf was filed with the Forest Service at their Silver City, New Mexico office on November 16th, 2022. A required archeological survey was completed on May 17th, 2023 to cover the area of disturbance (drill

pads and access roads) proposed in the initial P.O.O. submission. On August 2nd, 2023 a P.O.O. application was submitted to the State of New Mexico. On September 28th, 2023, Great Basin personnel conducted a site visit and tour for both the State of New Mexico and the Forest Service. Recommendations following the site visit required modifications to drill site locations, and an enlargement of the archeological survey to include the new collar locations. The resulting archeological survey was completed on December 4, 2023 during which revised drill sites were ground-proofed to ensure maximum compliance with State regulations. On October 4, 2023 a revised P.O.O. was submitted to the State of New Mexico, and further comments were incorporated into a final P.O.O. which was submitted to the State and Forest Service, on the 7th and 11th of April, 2024, respectively. A permit of no use for water well drilling was also submitted to the New Mexico State Engineer's office. All P.O.O. applications and revisions included numerous initial and revised supporting maps and figures, as required. As of the date of the Technical Report herein, the Forest Service and State of New Mexico have approved both P.O.O. applications, and acknowledged receipt of the required Reclamation Bond totaling $US69,849.49 (Kern, 2026).

Historical disturbances on the Property, consisting of small shafts, dumps, and pits were observed at the time of the Author's visit on October 25-26, 2022. No other environmental hazards or liabilities were noted. The Author is not aware of any other significant factors and risks that may affect access, title, or the right or ability to conduct work on the Property.

Accessibility, Climate, Local Resources, Infrastructure, Physiography

The Sugarloaf Property is located within the southern Great Basin Physiographic Province on the northwestern perimeter of the Chihuahua Desert which extends into Mexico. Elevations on the Property range from approximately 5,860 feet to 6,240 feet; the topography is characterized by small hills and valleys with 200 to 250 feet of local relief. The Continental Divide National Scenic Trail passes within one mile of the southern border of the Property. The Property is located in the Gila National Forest which is administered by the US Forest Service office in Silver City, New Mexico.

Virtually all mountain slopes and hills are covered with mature groves of pinon pine and juniper with cottonwood trees along dry stream courses. The approximate center of the claim block is UTM Zone 12 S 740000mE by 3615500mN or 32.6528° Latitude by 108.4412° Longitude (NAD 27).

The Property is situated in southwestern New Mexico a few hundred miles from the major cities of Albuquerque, New Mexico to the north, and Tucson, Arizona to the west. Silver City, with a population of 9,399 (2024) is located about 11 miles northeast of the Property boundary. Two major copper mines operated by Freeport-McMoRan Inc. (NYSE: FCX), Chino, and Tyrone are located, respectively 14 miles east, and 11 miles south-southwest of Silver City. A wide range of goods, services, shops, hotels, and medical facilities can be found in Silver City. Labor (base, technical, and professional) is available in Silver City.

The Property can be accessed (Figure 5-1) by traveling west from Silver City along US Highway 180, 11.3 miles to the Mangas Valley Road, then 4.7 miles south to Red Rock Road, then 3.4 miles southwest to T Bar T Drive, then 0.6 miles to the Shrine Mine Road, then continue south approximately 3 miles to the northern boundary of the Property (NAD 27 UTM Zone 12 S 739312mE, 3616331mN). Travel time from Silver City is approximately 45 minutes on good pavement which becomes packed gravel near the northern boundary. Poor secondary, 4 X 4 roads lead to the center of the claim block and continue to the southern boundary. Other routes into the Property are available (Figure 5-1), but the condition of the roads from the north, as compared to the south, is the preferred access.

Silver City (elevation 5,895 ft.), the nearest weather station to the Property, receives 17 inches rain/year, 7 inches snow/year and on average, enjoys sunny days 295 days/year. The hottest month is July with an average temperature of 87° F, and the lowest average temperature occurs in January, 26° F. Most rainfall occurs in June to September which are also the hottest months, with an average of 27 days when the temperature exceeds 90° F (www.bestplaces.com, 2022). The Property can be accessed year-round, subject to rain and snowfall which may limit travel to the central part of the claim block.

Surface rights over the Property are retained by the US Government, and administered by the US Forest Service. No nearby sources of water or power are known to the Author. Potential tailings, dumps, waste, ore heaps, and possible processing areas will require extensive excavation as most of the Property consists of small hills and valleys with no reasonably flat areas.

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Figure 5-1. Location and access to the Sugarloaf Property, Grant County, New Mexico.

History

Within the Big Burro mining district (Tyrone sub-district) where the Property is located, turquoise was collected by the Indians prior to the coming of the Spaniards but mining first occurred by white settlers in 1875 when claims were located for both turquoise and copper (Gillerman, 1964). In 1902 new discoveries of high-grade copper at the Tyrone mine led to some small-scale underground mining of supergene ore. In 1909, Phelps Dodge Corp. purchased the Burro Mountain Copper Company and by 1916 underground mine operations were underway to exploit high-grade copper (2-3%) at 1,400 to 2,000 tons per day until 1921 when mining was suspended due to low copper prices and declining grade. Recorded production (1904 to 1929) from the Tyrone sub-district is 78,481,469 lbs. copper (Gillerman, 1964). Beginning in 1949 continuing to 1958, Phelps Dodge blocked out a low-grade ore body with dimensions of 1.75 miles by 1.25 miles for eventual open pit development resulting in an estimated 400 Million tons grading 0.7% Cu. (Hedlund, 1985). The Author has not been able to verify the information and the estimate is not necessarily indicative of the mineralization on the Property that is the subject of this Technical Report. Open pit mining at the Tyrone mine commenced in 1967 with copper initially recovered in a concentrator. Between 1972 and 1979 the mine produced nearly 100,000 tons of copper annually. To process lower grade copper ore, a solvent extraction-electrowinning (SX-EW) plant began operation in 1984 (Mach, 2008).

During the period of prospecting and development focused on the greater Tyrone deposit which is located approximately 0.5 miles east of the Property, work activity which occurred specifically within the Property boundaries is poorly documented. However, numerous workings, including pits, shafts, and adits, are present which attest to some level of exploration, and likely, small production. More significant development and unreported production occurred on the adjacent Patented mining claims including the adjacent Shamrock and National to the east and the Beaumont and Shrine claims to the west. Generally, these workings were developed along persistent northeast trending fractures containing copper-molybdenum and fluorspar mineralization (Prochnau, 1973).

1960's to 2006

In evaluating Nuclear Dynamics' project (Cannaday, 1973), Prochnau (1973) summarized (following) work programs on various parts of the Property. No primary data including lithologic logs, assays, and other information is available to the Author, however.

1961 – Bear Creek Mining Company – geological, geophysical, and geochemical surveys, no drilling;

1962-1963 – West Range (Norandex Inc.) - geological, geophysical surveys, 6-hole drill program[1] to maximum depth of 500 ft.; and

1963-1964 – US Lime and Mining [possible successor company: US Lime and Mining Inc.]. – drilling in Sugarloaf mountain area to a maximum depth of 1,200 ft. (Cannaday,1973), refers to two drill holes here).

1 No certain, documented, specific drill hole location maps or coordinates for the West Range, US Lime, and Neaves Petroleum (below) programs are available to the Author. However, as identified by previous evaluators, the location of drill holes for these programs are indicated on Figure 6-1. These are field locations (no hole numbers noted) for both air-track and rotary drill holes, including five rotary holes west of Sugarloaf mountain, and 12 air-track holes clustered in the NE1/4 of section 18, T19S, R15W.

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Figure 6-1. Major faults, historic drill holes and IP anomaly. All drill holes as shown are field locations, and not based on documented coordinates.

1970 – Neaves Petroleum [possible successor company: Neaves Petroleum Inc.] – completed 12 short airtrack holes in the Shamrock and National mine areas testing for potential copper oxide. Cannaday (1973) reports that the hole depth varied from 70 to a maximum of 223 feet.

Nuclear Dynamics Inc. commenced exploration on the Property and surrounding area beginning in 1972. Work included initial geologic mapping at 1"=500' scale plotted on black and white, and color aerial photographs, and selected petrographic slides to more accurately study lithologic types, and details of alteration, and mineralization. Cannaday's (1973) summary project report does provide a reasonably good general description of the geology of the Property and surrounding area including details on lithology, alteration, structures, and mineralization. No primary assay data was included but Cannaday (1973) did briefly note results (following) on the previously listed drill programs (above).

West Range: Two churn (rotary) drill holes (170, 330 ft.) were drilled in this area [mid-east section 18, T19S, R15W] and said to have a high content of pyrite (up to 25%). Two drill holes in the SE1/4 section 13, T19S, R16W two drill holes (290 ft, 433 ft.) penetrated pyrite in fractures and in disseminated form. Molybdenite in fractures was encountered in the last 20 feet of the 290 ft. hole, while from 26 to 290 feet along with pyrite in fractures, and small quantities of chalcocite and lesser bornite were visibly replacing and/or coating pyrite.

US Lime: Two holes are said to have been drilled, each in excess of 500 feet by US Lime and Mining on the south slope of Sugarloaf mountain, reportedly in monzonite porphyry. Three drill sites observed are all inside the Sugarloaf stock in sericitized, somewhat silicified quartz monzonite. There are a few minor stains of transported copper carbonate.

Neaves Petroleum: Neaves Petroleum Development put down twelve shallow air track mounted drill holes in the Shamrock group area [in the NE1/4 of section 18, T19S, R15W]. Hole depths varied from 70 feet to a maximum of 223 feet. Available data shows erratic copper values with leaner zones averaging 0.057% copper and richer zones averaging 0.376%. Arrangement of the richer zones with respect to leaner zones shows no pattern. Two holes (100 feet and 70 feet) show the better zone beginning at the surface. Most holes are very poor in their upper 100 feet, followed by an improved zone of values followed by another zone of poor values. Other holes are very poor in their upper 100 feet and show better values the rest of the way. It is not known if any of the holes encountered sulphides. Drill cuttings at old drill sites inspected showed no evidence of sulphides.

In addition to the geologic mapping described above, Nuclear Dynamics completed a series of north-south geochemical sampling traverses beginning from the eastern boundary of section 18, T19, R15W extending to the eastern portion of section 18. Traverses were 500 to 1,000 feet apart and chip sampling was conducted at 150 ft. intervals along the lines. Cannaday (1973) reported "… anomalous copper (between 200 and 55,000 ppm) and molybdenum (between 10 and 1,000 ppm) are found in continuous zones of variable width which generally lies along the contact of the Precambrian granite and quartz monzonite and wraps around the west, north, and east side of Sugarloaf mountain ". No detailed assay or geochemical maps from this program are available to the Author.

In August 1973, Nuclear Dynamics commissioned an IP (Induced Polarization) survey in the southeastern part of Property covering all of section 18 T19S, R15W, and the adjacent east 1/2 of section 13, T19S, R15 W (Figure 6-2, Figure 6-3). The main objective of the survey was to delineate the sulfide distribution at depth and adjacent to a portion of the Tyrone stock. Field data was completed by Heinrichs GEOEXploration Co. (formerly of Tucson, Arizona) using a GEOX Mk-4 multi-frequency IP system on frequencies of 0.1, 0.3, and 1.0 Hz. Four N15°W IP lines with 1,200-foot dipole lengths using a 6-sending electrode collinear dipole-dipole array and "n" intervals from 1 to 6 were completed. According to Ludwig (1973), the survey indicated a very weak to moderate to a strong response. In plan, a single broad anomaly about 5,000 feet wide trending northeast to east was defined (Figure 6-1). The response pattern suggests a good depth persistence to 2,000 feet beneath the surface extending upward to as close as 100 feet depth to 600 feet beneath the surface. The cause of the anomaly was believed to be metallic, clustered sulfides such as pyrite and chalcopyrite although manganese oxide, graphite or even clay may have contributed to the signal. The anomalous IP response correlates with a pronounced resistivity low. The Ludwig study (1973) concluded by noting that the IP anomalism was strong enough to possibly represent economic sulfide mineralization with a recommendation for drill testing with hole depths to 1,500 feet.

Beginning the late 1970's the US Geological Survey (USGS) completed geologic mapping (Hedlund, 1978) at a scale of 1"=2,000' (1:24,000) over the Property and surrounding area. The USGS followed up this work by conducting prospect sampling and investigations of the Tyrone area including the Property in 1985 (Hedlund, 1985).

2006 to 2014

In 2006, the private predecessor company to Great Basin Resources, Inc., MinQuest, Inc. (or " MinQues t") located 45 20-ac. lode claims mostly lying within section 18, T19S, R15W (Figure 4-1).

In early 2010, MinQuest leased the 45 claims to Nevada Gold Corp. (TSX:NVX) for a modest initial payment, and ongoing annual payments and work commitments to earn 100% interest, subject to a small Net Smelter Royalty, if applicable. According to John Watson (Personal Communication, 2022), the former President of Nevada Gold, work consisted of soil sampling and limited rock chip geochemical sampling. The lease was terminated within 12 months of execution. No results from these programs are available to the Author.

In 2010 an additional 32 lode claims were located adjacent to and west of the original block covering all of section 13, T19S, R16W. These 77 claims now comprise the Property.

In 2010, MinQuest commissioned Fritz Geophysics a well-known Colorado-based geophysicist to reinterpret the 1973 IP survey results (Figure 6-2, Figure 6-3) conducted on behalf of Nuclear Dynamics, Inc. (above). Fritz (2010) reported that:

The four IP lines indicate a reasonably consistent resistivity picture with a general easterly strike with a low resistivity zone through the center. The intensity and location of the resistivity high is uncertain due the topographic effects and/or the presence of Precambrian granite beneath the lines. The same problem applies to the PFE (Percent Frequency Effect, or chargeability). The PFE responses are reasonably closely associated with the resistivity low but definitely extend beyond the edges of the resistivity low. The resistivity low may represent a fault or shear zone that has been intruded with Tertiary dikes and could have provided a conduit for the fluid flows associated with supergene mineralization. The interpreted IP sources are consistent with a faulted sheet-like body of possible supergene enrichment in the area of the IP high. The wide dipole size and the probable topographic effects on the resistivities does not allow a detailed interpretation of specific faults and offsets but does suggest the mapped easterly fault system has moved the possible supergene sheet at several locations. The depths and possible thicknesses are also difficult to estimate, again due to the large dipole size but appear to range from 100 to 400+ feet beneath the surface. The total extent of the IP source is larger than 3,200 feet wide north-south, and open-ended east-west but greater than 4,900 feet.

Fritz (2010) concluded that the interpreted responses have all the characteristics of a possible supergene blanket although other geologic explanations may be possible.

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Figure 6-2. Chargeability (PFE) anomaly, re-interpreted 1973 IP survey (Fritz, 2010).

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Figure 6-3. Resistivity contours, re-interpreted 1973 survey (Fritz 2010).

In 2012 MinQuest collected 12 rock chip samples (9 of which are located on the Property) from various outcrops, dumps, and prospects within the Property boundary. This was followed by collection of an additional 7 rock samples collected in 2014. Sample descriptions and results for copper, molybdenum, gold, and silver appear in Table 6-1, and sample locations are noted in Figure 6-4 (below).

2012 - rockgeochemical sample results	2012 - rockgeochemical sample results	2012 - rockgeochemical sample results	2012 - rockgeochemical sample results	2012 - rockgeochemical sample results	2012 - rockgeochemical sample results	2012 - rockgeochemical sample results
Sample #	Sample description	Cuppm	Cu%	Auppm	Ag ppm	Moppm
TY-1	Fxgd; qtz vnlts,CuOx,chip15' from open cut	2570		<0.005	0.66	11.3
TY-2	Gd; qtz,CuOx;chip10' outcrop	>10000	1.08	<0.005	1.43	72.3
TY-3	Gd;clayalt.,CuOx;chip4' outcrop	652		<0.005	0.62	14.2
TY-4	Grporph; QSP alt. stwrkqtz,5' chipfrompit	>10000	3.64	0.036	5.93	741
TY-5	Grporph; QSP alt., goethite,malach.grab	>10000	3.69	<0.005	0.91	271
TY-6	Gr?;stkwrkqtz.,sulfides 5%(pyrite),rep. sample	85		0.01	0.87	356
TY-7	Gr?; QSP,FeOx, qtz stkwrk,CuOx vns,chip	>10000	6.29	0.008	6.11	78.4
TY-8	Sh from fault,CuOx onplanes,chip	8820		0.023	1.02	690
TY-9	Gr; QSP alt., qtz stkwrk,wk CuOx,chip10'	197		0.005	0.47	62.8
2014 - rockgeochemical sample results
TYR-1	Qtz monz;lim,sulf dissem., grab sample	80		0.003	5	40
TYR-2	Qtz monz?, gossan,hem,lim,leached sulf;subcrop	770		0.227	5	3490
TYR-3	QTz monz?,abund Cu carb, py,chalco,chalcopy,MoS2	10850	1.08	0.007	3	310
	leached capnear surface,chip5'
TYR-4	Dump; qtz, py,chalcopy,high sulf, grab	80		0.014	3	1190
TYR-5	Chalco on fx,dissem,chipfrom openpit	2090		0.002	1	40
TYR-6	Same,near TYR-5	4800		0.001	<1	10
TYR-7	malach,similar to TYR-5- same "blanket",chip	3560		0.003	2	10

Table 6-1. Rock geochemical samples, 2012, 2014. Abbreviations are: Fx- fracture , gd- granodiorite , qtz- quartz, CuOx- copper oxide , gd- granodiorite , vnlts- veinlets, alt- altered, gr -granite, porph- porphyry, QSP-

quartz-sericite-pyrite alteration, stkwrk- stockwork , rep- representative, FeOx- iron oxide alteration, vns- veins, sh- shale , wk -weak, and- andesite, rhy -rhyolite, bx -breccia, hem -hematite, MnOx -manganese oxide, disc -discontinuous, qtz monz -quartz monzonite, lim -limonite, sulf -sulfide, dissem -disseminated, abund - abundant, carb- carbonate , py- pyrite , chalco- chalcocite , chalcopy- chalcopyrite , MoS2- molybdenum sulfide , malach- malachite.

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Figure 6-4. 2012, 2014 sample locations.

The 2012 and 2014 sampling programs returned elevated copper values in the NE¼ of section 18, T19S, R15W coincident with the higher amplitude chargeability (PFE) anomaly, where a leached (sulfide) cap was observed. Higher copper values, located on the periphery of the IP anomaly, were also obtained in the east-central part of section 18 where a chalcocite blanket indicating secondary copper enrichment was noted in sample descriptions (Table 6-1). Both areas were the focus of historical prospecting consisting of shallow excavations and deeper workings.

No work was completed on the Property after 2014 until 2022 when a second IP/Resistivity survey was conducted (see Exploration, section 9 below).

Geological Setting and Mineralization

Regional Geology and Mineralization

The Sugarloaf Property lies within the Big Burro Mountains within the Burro Mountain mining district. Total production from the district (1871-1992) was reported to be 5.24 billion lbs. of copper, 50,000 ounces gold, 10 million ounces silver, 200,000 lbs. lead, and 300,000 lbs. zinc (McLemore, et. al., 1996). Structural features are the most important control to localizing the ore bodies, host lithology being of secondary

importance. Two distinct periods of primary mineralization have been identified in the Big Burro Mountains—dominantly base-metal mineralization in the Late Cretaceous or early Tertiary, and fluorite-gold mineralization in the late Tertiary. The first is post-stock intrusion, pre-volcanic activity and the latter is postvulcanism. Uranium mineralization is believed associated with the younger period. A third Precambrian period can also be distinguished, characterized by pegmatites and contact metasomatic deposits in schists, probably associated with some phase of batholithic emplacement (Gillerman, 1970).

By far, the largest copper producer in the Burro Mountain mining district is the active Tyrone Mine of Freeport-McMoRan Inc. (or " Freeport ", NYSE:FCX) located approximately 1/2 mile east of the east boundary of the Property. Formerly owned by Phelps Dodge Corporation, open-pit operations commenced in 1967 processing sulfide ore in a concentrator. The concentrator, which treated sulfide ore was suspended in 1992 when the operation transitioned to a SX/EW (solvent extraction-electrowinning) to process oxide copper ore. The daily mining rate in 2019 was 68,000 Tpd (Tons per day). As of December 31, 2021, Run of Mine Reserves (Proven + Probable) were 19 Million tons grading 0.28% Cu at a cut-off grade 0.05% Cu, and Resources were 115 Million tons at 0.22% Cu (Measured), and Indicated, 29 Million tons grading 0.21% Cu (Mining Data Online, 2022). The Author has been unable to verify the reported Reserve and Resources estimate and the information is not necessarily indicative of the expected mineralization on the Property that is the subject of the Technical Report.

A well-developed chalcocite blanket occurs at the northern and northeastern parts of the deposit, whereas the southwestern part of the mineralized zone is characterized by an enriched copper oxide zone over a thin, poorly developed chalcocite blanket. The chalcocite enrichment blanket is tilted 7-9° to the northeast due to Basin and Range extensional faulting. At Tyrone, extensive supergene enrichment occurred during the Tertiary. Three mineralization stages have been recognized, including Stage 1 - 35.7 to 31.6 Ma (Ar40/Ar39), major Stage 2 - 22.7 to 8.7 Ma (Ar40/Ar39), and minor Stage 3 – 4.6 Ma (Ar40/Ar39). Chalcocite, chrysocolla, and black copper oxides are the principal copper ore minerals (Mach, 2008).

The oldest rocks of the Big Burro Mountains which are located southwest of Mangas Valley (Figure 7-1), consist of schists, amphibolites, and quartzites of the Precambrian Bullard Peak Series. Isolated exposures of Bullard Peak rocks crop out discretely along the Mangas fault on the east side of the range, in the southern range, and are extensively exposed in the northern Big Burro Mountains (Gillerman, 1970). These older metamorphic rocks have been intruded by Proterozoic granite and diabase dikes of the Burro Mountains batholith. Comprising about 90% of the Burro Mountain batholith, the Burro Mountain granite has a medium- to coarse-grained, equigranular texture, and is locally porphyritic. Color, texture, mineral and chemical composition, fracturing and jointing, degree of weathering and alteration are quite variable. Intrusive into the older Precambrian rocks, the Tyrone stock, considered to be a laccolith, is dated at 55.8 to 52.1 Ma (Mach, 2008). The surface expression of the laccolith is about 6 miles long by 4 miles wide (McLemore, et. al., 1996). The stock is predominantly comprised of medium light-gray, medium-grained monzodiorite composed of abundant quartz, oligoclase, and sporadic chloritized biotite, with the mineralized portion exhibiting pronounced potassic metasomatism and sericitic alteration (McLemore, et. al., 1996). The remainder of the stock is made up of very light-gray to light brownish-gray quartz monzonite porphyry, pinkish-gray aplite, and very light-gray porphyritic quartz monzonite dikes as much as 115 feet wide (McLemore, et. al., 1996). Mach (2008) in his study of the Tyrone deposit, sub-divided the intrusive units into four separate phases, including Stage 1 granodiorite to quartz diorite, S tage 2 monzonite porphyry, Stage 3 quartz monzonite porphyry and intrusive breccia, and Stage 4 quartz monzonite porphyry. In the central Big Burro Mountains where the Property is located, rhyolite plugs and dikes intrude the Precambrian Burro Mountain granite. The rhyolite ranges in texture from aphanitic to porphyritic, but predominantly is a fine-grained, dense, hard, light-gray rock with a few small quartz and potassium feldspar phenocrysts. Many of the feldspars are argillized and limonite stains are abundant. Along the northern and eastern edge of the Tyrone stock, porphyritic dikes, petrographically similar to the stock or to its border phases, cut the stock and the granite. At least three distinct types are present: granodiorite dikes; quartz monzonite dikes containing abundant chloritized biotite and sphene; and quartz monzonite dikes containing only small scattered flakes of chloritized biotite and no sphene. The age of these dikes is considered to be pre-Late Cretaceous or early Tertiary (Eocene) (Gillerman, 1970).

The Big Burro Mountains (Figure 7-1) occupy the highest topographic and structural part of a complex northwesterly trending fault block. At least part of the block is tilted northeast, and Precambrian and younger rocks comprising the block extend beneath Tertiary gravels in the Mangas Valley to the Mangas fault, which limits the block on the northeast. The southwestern side of the Big Burro Mountain block is bounded by a narrow graben lying between the Taylor fault, which limits the Big Burro Mountain block, and the Malone fault which is the northeastern bounding fault of the Gold Hill block. Normal faulting in late Tertiary time along the Mangas fault tilted and uplifted the Little Burro Mountains relative to at least the central, northeasterly-tilted part of the Big Burro Mountains (Gillerman, 1970).

Within the Big Burro Mountain block, faulting and fracturing appear to have been concentrated in three distinct directions—northwesterly, northeasterly, and east-northeasterly to east. These structures appear to be of different ages, although movement along at least the northwesterly set of shear zones has been repeated. In the region around the Property, northwest trending diabase dikes are numerous. These are Precambrian in age and attest to the early origin of the fractures and faults which they occupy. Some of the dikes appear to be emplaced along simple fractures, but others seem to fill faults. Evidence of movement, represented by slickensides and silicified walls, indicates a pre-dike age (Gillerman, 1970). Within and surrounding the Big Burro mining district, northeast-trending faults, fractures, and shear zones are prominent including (from northwest to southeast) the Osmer, Bismuth-Foster-Beaumont, AustinAmazon, Burro Chief, and Sprouse-Copeland faults (Figure 7-1). These dominant northeast trending structures have broadly divided the Big Burro Mountains into three principal blocks including the White Signal block to the southeast, the central upthrown Burro Peak-Tyrone horst where the Property is located, and the northwestern Willow Creek block (Figure 7-1). Gillerman (1970) concluded that the emplacement of the Tyrone stock is due mostly to fault margins and not intrusive emplacement. Some of the northeast trending faults have been intruded by Eocene-Paleocene rhyolite and quartz monzodiorite porphyry dikes, and subsequent movement along the faults has caused brecciation of the dikes (McLemore, et. al ., 1996).

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Figure 7-1. Rock units and structures surrounding Big Burro mining district (Gillerman, 1970). The Property boundary appears in red.

Local Geology and Mineralization

Local geologic mapping (1"=500') covering the Property was initially completed by Nuclear Dynamics in the early 1970's. The Nuclear Dynamics geologic map base is not available to the Author, although comments and conclusions on lithology, alteration, and mineralization are summarized in a project report (Cannaday, 1973). In the late 1970's, US Geologic Survey (USGS) geologic mapping at a scale of 1"=2,000' (1:24,000) was conducted over the Property which lies within the Wind Mountain Quadrangle (Hedlund, 1978). The USGS geologic base map does not include details on alteration and mineralization but general rock descriptions/structures are included.

As mapped by Cannaday (1973), the Property is predominantly underlain by Precambrian Burro Mountain granite intruded by Tertiary igneous rocks including the Tyrone stock, and various hypabyssal dikes and volcanic units. Gneiss and schist of the Bullard Peak Series are found in the northern part of the map area. Quartz monzonite of the Tyrone stock consists of a light-gray, medium grained rock. In the southeastern part of the Property (SE1/4 of section 18) Sugarloaf mountain is comprised of leucocratic quartz monzonite, due to intense metasomatic alteration. A plug of andesite porphyry and associated rhyolite and latite crop out in the NW1/4 of section 13 in the western part of the Property near the Shrine mine.

Rock types (Figure 7-2) mapped by Hedlund (1978) are similar to those noted by Cannaday (1973). Lying within the Property boundaries, from youngest to oldest, these units are described below.

Qfg Quaternary fan deposits (Pleistocene) – sheet flood deposits, residual lag deposits, partly derived from weathered Gila Conglomerate.

UNCONFORMITY

Tr -Tertiary (Eocene?) – white to very light, aphanitic to slightly porphyritic rhyolite with 5-10% phenocrysts of sanidine and quartz Rhyolite and quartz monzonite (Tqm) are likely co-magmatic. Dikes are up to +/-100' in width.

Tqm Quartz monzonite of Tyrone (Paleocene) – medium light gray, medium grained, subhedral massive quartz monzonite, typically containing oligoclase, anorthoclase, quartz and minor biotite, and hornblende. Quartz "flooding" is common near the contacts with the Burro Mountain granite.
Tqmd Quartz monzonite dikes (Paleocene?) – very light gray porphyritic quartz monzonite containing conspicuous quartz phenocryst. Rock contains 10-20% phenocrysts of oligoclase, quartz, orthoclase-anorthoclase, biotite, and hornblende. Maximum width of dikes is about 115'.

UNCONFORMITY

db- Diabase dikes (Precambrian) – medium light gray to medium-gray spheroidal weathering diabase dikes. Subophitic to intersertal texture consisting of labradorite laths, augite, biotite, magnetite-ilemenite and minor chlorite apatite calcite and secondary quartz. Maximum width is about 100'.

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Figure 7-2. Geologic map of the Sugarloaf Property (after Hedlund, 1978). Rock units are described above. Faults are dark bold lines, dip angle shown as arrow, upthrown (U) and (D) downthrown sides; contacts are narrow dark lines; contacts and faults dashed where inferred.

pCg Granite of Burro Mountain (Precambrian Y) – Medium light gray, medium-grained anhedral granite, consisting of microcline, oligoclase, quartz, biotite, with minor epidote, zircon, iron oxide sericite, and chlorite. At contact with Tyrone stock (Tqm), the granite is locally altered to sericite and chlorite with abundant quartz veinlets as fracture fillings.

In his study of the Big Burro mountains, Gillerman (1970) noted that the Burro Mountain granite around the Shrine mine near the middle of section 13 (T19S, R16W) consists of a light-gray to grayish-black, coarsegrained, equigranular, hornblende granite. Mafic minerals, mostly biotite and hornblende comprise about 15% of the rock. The so-called Shrine Granite was regarded as being mineralogically distinct from other Pcg granites of the Big Burro mountains.

Structure

Throughout the Property, a few northwest striking faults are evident, many of which are occupied by older diabase dikes (db, above). By far, the most prominent structural trend within the Property are northeast striking faults, many of which are occupied by rhyolite and quartz monzonite. The Bismuth-FosterBeaumont fault is a major throughgoing structural zone extending more or less continuously over the Big Burro mountains. As mapped by Hedlund (1978), this fault which passes through the central part of the Property, consists of a complex of discrete structures up to several thousand feet long, rather than a single strand. Gillerman (1970) noted that it is mineralized and silicified, and generally dips southeast but the direction and amount of movement was not reported. Hedlund (1978) shows a southeast dip in the central

part of the Property. Cannaday (1973) reported that the Austin-Amazon fault passes through the southeastern part of the Property denoted by fracture zones varying from 1,500 feet to 4,000 feet wide. According to Cannaday (1973), the fracture sets are rectilinear to curvilinear, sheet-like, parallel features, many of which have aligned Precambrian granite here. Geologic mapping by Hedlund (1978) indicated that several of the northeast striking faults trend more east-northeast in the northeastern part of the Property (Figure 7-2), and to the north just beyond the northern boundary.

Alteration and Mineralization

As noted above, almost no details regarding alteration or mineralization within the Property were reported by Hedlund (1978) during geologic mapping of the Wind Mountain Quadrangle. Cannaday (1973) did make general observations regarding alteration and mineralization. Potassic alteration is dominant throughout the Property, principally as sericitization and potash feldspar. Secondary, silicification, biotization, and choritization are more subdued and argillization is locally present. Ferric oxidation is widespread and locally intense. In general, coarse grained Precambrian granite appears to be less susceptible to alteration while more equigranular varieties including the Tyrone quartz monzonite are more altered. Sericitization is pervasive throughout zones of fracturing, and sometimes has resulted in near complete replacement of the host rock. Strong orthoclase replacement is also associated with more intense fracturing. Biotite replacement, some of which has been altered to chlorite, is most apparent in coarse grained granite. Especially around Sugarloaf mountain, near total potassic alteration and late intense silicification (pervasive and as late veinlets and stockworks, Figure 7-3) has occurred. During geologic mapping conducted by Cannaday (1973) copper mineralization was recognized over a distance of more than 5,000 feet and up to 1,000 feet west of Sugarloaf mountain in the central and extending to the northeast quadrant of section 18, T19S, R15W. Intensely fractured zones are well oxidized, although the extent of sub-surface oxidation is variable according to Cannaday (1973).

==> picture [371 x 306] intentionally omitted <==

Figure 7-3. Strong pervasive replacement and stockwork veining in quartz monzonite(?). The photo was taken at the top of Sugarloaf hill.

To date, two areas of strong copper mineralization have been recognized, including a target area in the northeast part of the Property (NE1/4 of section 18, T19S, R15W), and a second area located about 1,000 feet south surrounding a small historic, open pit just west of Sugarloaf mountain. These targets were the focus of Great Basin and its predecessor, MinQuest Inc. who completed reconnaissance sampling programs in 2012, and 2014 (Table 6-1, section 6 History above), and the Author's sampling on October 25-26, 2022. Based on the Author's field review, historic sampling, and anecdotal drill results (section 6, History) copper mineralization occurs on other parts of the Property as well, but has not been investigated to the extent of the two known targets described below.

Northeast Target

As observed by the Author 2022, and recognized in previous sampling, leaching and oxidation has occurred extending over an open-ended area of at least 3,500 feet by 1,500 feet. Rocks in this area are characterized by abundant goethite and hematite and show pyrite casts and boxworks after bornite or chalcopyrite. Surface copper mineralization occurs as both oxides and carbonates. Copper mineralization as chrysocolla is predominant, but malachite, azurite, cuprite, disseminations of chrysocolla and black to brown-black coatings, crusts, (possible copper pitch[2] ) were observed.

Oxide and carbonate copper were observed both as disseminated grains and as replacements along fine seams and fractures (Figure 7-4), and as vivid stains along northeast to east-west structural fractures (Figure 7-6).

==> picture [328 x 283] intentionally omitted <==

2 (Copper pitch is a jet black to brownish pitchlike material carrying from 12.12% to 84.22% CuOx found in the oxidized zone. With a conchoidal fracture, it may resemble obsidian or anthracite coal. It apparently may be a mixture of the hydrous oxides of copper and iron, oxide and carbonate - www.mindat.org/glossary/copper_pitch, 2022).

Figure 7-4. Chrysocolla and occasional malachite. Copper occurs as disseminations, along fine seams and along fracture surfaces. Goethite and late quartz veinlets occur at the top of the photo. Sample #412779 assayed 1.41%Cu.

These fractures which clearly cross-cut quartz monzonite and granite (Figure 7-5), may be reactivated slip planes which apparently post-date intrusive related disseminated mineralization.

Samples collected within the northeast target by the Author during the Property visit (Figure 7-8, and Table 7-1, below) indicated abundant copper (up to +15%, from sample 412783), and sample 412778 (2.13% Cu) on rocks collected from primary, significant, northeast-trending fractures, the highest of the Author's sample results. Two samples of quartz monzonite with no visible copper minerals collected within this oxidized area contained strongly to moderately anomalous copper values, respectively 412780 (698 ppm Cu), and 412782 (275 ppm Cu) and can be considered background copper content from this area. Wall rocks from an inclined shaft about 100 feet north of sample 41278 contained very minor weak copper mineralization and occasional relatively fresh pyrite. Kern (2022) reported that some rock around the old trenches near sample sites 412778 and 412779 contained fresh sulfide, although the Author's samples from these localities were thoroughly oxidized (Figure 7-6). These indications of fresh sulfide from the northeast target would suggest that oxidation and possible supergene enrichment may be structurally controlled by discrete fault/fracture conduits and is not more disseminated throughout the target area.

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Figure 7-5. Northeast trending fractures, northeast target. The hammer is sub-parallel to the trend of the fracture, indicated by cream-colored argillic altered bands just above the hammer head. Sample 412778 (2.13% Cu) was collected just below this photo along the excavated face shown in Figure 7-6.

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Figure 7-6. Copper oxide staining along fracture. The late fracture trends N60E, 85E and is the site of sample# 412778 which assayed 2.18% Cu.

Open Pit Target

As previously conducted by Great Basin (Table 6-1), sampling by the Author (Figure 7-8, below) was also concentrated on a southern target area surrounding the walls of a small open pit. Here one sample, 412776, consisting of a strongly weathered, decomposed granite with abundant disseminated chrysocolla (Figure 7-7) returned significant copper (1.34% Cu). Black coatings of possible copper pitch along secondary fractures were also observed. Other samples along the walls of the open pit returned 5,160 ppm Cu (412775) and 1,125 ppm Cu (412777) from oxide copper stains along secondary fractures. This area surrounding the open pit has been interpreted by Great Basin as exposing a gently, south-dipping chalcocite blanket (Kern, 2022). Rock samples collected and examined by the Author from this area and Great Basin sampling (as confirmed by Kern, 2022) indicated complete oxidation with no evidence of fresh sulfide as at the northeastern target. The shallow, partially collapsed open pit indicates that copper oxide or chalcocite was exploited, but the lateral extent and possible tenor of this enriched copper zone has not been determined.

In general, sample values collected on both targets and assayed for Au, Ag, Mo, and Zn were only weakly anomalous. The highest Pb values obtained were collected at sample site 412783 (354 ppm) on the easttrending fracture on the northeast target. Samples (412775, 412776) collected on the walls of the small open pit in the east-central area returned the highest Zn values, respectively 658 and 866 ppm.

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Figure 7-7. Disseminated chrysocolla in weathered, decomposed Precambrian granite. The sample# 412776, containing 1.34% Cu, was collected on the south wall of the small open pit near the center of section 18, T19S, R15W.

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Figure 7-8. Author sample locations, October 25-26, 2022.

==> picture [471 x 140] intentionally omitted <==

----- Start of picture text -----

AUTHOR SAMPLE LOCATIONS, DESCRIPTIONS, AND RESULTS - SUGARLOAF PROJECT - October 25-26, 2022
SAMPLE # E UTM N UTM TYPE Description Cu %/ppm Au ppm Ag ppm Mo ppm Pb ppm Zn ppm
412775 740860 3615220 rock chip pCg - coarse grnd, large orth, chrys, malachite - sporadic 5160 <0.001 0.35 12 16.2 866
412776 740877 3615193 rock chip Tqm -strngly wea, equig, decomp, abundant dissem chrys, chalco? malach 1.34% <0.001 0.74 18.65 16.8 658
412777 740870 3615200 rock chip Tqm -equig, occ CuOx, dissem chrys, chalco? At contact with pCg 1125 <0.001 0.38 55.3 18.5 99
412778 740876 3616044 rock chip Tqm -equig., strng leach, arg, goeth, abund seams, dissem chrys, malch 2.13% 0.028 3.2 137 5.6 34
412779 740854 3616052 dump sel Tqm -equig, strng leach, goeth, abund dissem, seams chrys, malch, azurite 1.41% 0.002 1.8 399 10.8 38
412780 740925 3616076 rock chip Tqm -equig, strng leach, arg, no visible Cu, black dissem grains, hbl? 698 <0.001 0.41 176 15.3 36
412781 741025 3616037 dump rep Tqm -highly silic, arg. coarse and fines, no vis Cu 131 0.008 1.98 44.5 127 39
412782 740982 3615968 rock chip Tqm -as above, plag, dissem leached chalcopy <3%. 275 <0.001 0.46 136.5 40.3 33
412783 740963 3615964 rock chip Tqm -along E-W fx, chrys, malach, fx +/- 10" 15.10% 0.017 9.16 262 354 278
Zone 12 S, NAD27
----- End of picture text -----*

Table 7-1. Author sample descriptions, analytical results, October 25-26, 2022. See Figure 7-8 for locations. Rock chip are representative chips of outcrop; dump sel is selected grab of high-grade stockpile sample; dump rep is grab of representative coarse and fines from mine dump. Abbreviations are orth- orthoclase; grnd – grained; strngly – strongly; wea – weathered; equig – equigranular; decomp – decomposed; occ – occasional; dissem – disseminated; chrys – chrysocolla; chalco – chalcocite; arg - argillized; goeth - goethite; abund – abundant; malach – malachite; hbl – hornblende; silic – silicified; vis – visible; plagplagioclase; chalcopy- chalcopyrite; and fx- fractures.

Deposit Types

The Sugarloaf Property is related to the Tyrone porphyry copper deposit which is situated just to the east of the Property. The Tyrone deposit is part of the greater Laramide porphyry copper belt which extends into southeastern Arizona, and northern Mexico. Porphyry copper deposits are very large low-grade (<0.8% Cu) systems, characterized by hypogene copper sulfide (+/-molybdenum-gold-silver) mineralization in disseminations, breccias, and stockwork veinlets hosted in porphyritic intrusions (Figure 8-1). Porphyry copper deposits typically are found in and around relatively small porphyritic diorite, granodiorite, monzonite, and quartz monzonite plutons that were intruded at shallow depths, typically within 1-6 kms (0.6 to 3.7 miles) of the surface and are surrounded by crudely concentric zones of hydrothermal alteration. Volatiles, primarily steam and other gases, build up within the magma and ultimately there is enough pressure to fracture the solidified intrusive porphyry and adjacent host rocks above the magma chamber. Hydrothermal solutions are released through these fractures and react with the host rocks, altering them in characteristic, crudely concentric zones of alteration. The most distal zone, propylitic alteration is typically characterized by epidote-chlorite-pyrite mineral assemblages. A quartz-sericite-pyrite mineral assemblage alteration zone typically is found closer to the center and can overprint other zones. A central potassic zone of biotite-orthoclase-chalcopyrite mineral assemblage is commonly associated with most of the ore. This hydrothermal alteration can include numerous additional types of mineral assemblages that commonly overlap (McLemore, 2008).

The bulk ore grade at Tyrone was significantly enhanced by supergene weathering (Figure 8-2) of hypogene mineralization. Supergene enrichment is a weathering process that occurs when rocks with high pyrite content come into contact with water in an oxidizing environment. During this process, water, oxygen, and pyrite react to form sulfuric acid and this acid naturally leaches copper from chalcopyrite (CuFeS) and other copper-bearing minerals, putting copper into solution. Copper will stay in solution as long as the solution is acidic and oxidized but when the acidic solution is neutralized or evolves to reducing conditions, there is no longer free oxygen in the solution and copper is no longer soluble. In natural systems, conditions typically will become reducing just beneath the water table and when this happens the copper in solution easily combines with reduced sulfur. This reduced sulfur is available in pyrite and the copper in solution will replace first chalcopyrite and then pyrite (FeS) with chalcocite (CuS). This process preserves copper through chemical dissolution and subsequent enrichment, rather than the loss of the metal through the erosion of copper-bearing rock by mechanical means.

Copper-bearing ferricrete and ferruginous conglomerate units derived from erosional unroofing of the Tyrone deposit overlie unconformities at two stratigraphic horizons according to Mach (2008). The laterally zoned, supergene deposit developed during three stages during the Tertiary. The northern and northeastern parts of the deposit are characterized by a well-developed chalcocite blanket while the southwestern part is composed of an enriched copper oxide zone deposited over a thin, poorly-developed chalcocite blanket.

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Figure 8-1. Idealized, simplified diagram porphyry copper system (www.arizonageologicalsoc.org, 2022).

==> picture [469 x 350] intentionally omitted <==

Figure 8-2. Idealized supergene enrichment diagram (en.archaeometallurgie.de, 2022).

Exploration

In mid-September, 2022, a second IP/Resistivity survey on behalf of Black Pine, was conducted over the southeastern part of the Property as covered in the 1973 survey (see section 6, History). Field data was acquired by Zonge International Inc. (Reno, Nevada). Data were acquired on five lines, spaced 222 m apart, for a total of 9 line-kilometers of coverage (Figure 9-1). Lines were surveyed with a dipole-dipole array, using an a-spacing of 100 m. Data were acquired in the phase-domain mode, using a 0.125 Hz 100% duty-cycle transmitted waveform. A standard 9-spread electrode array was utilized, with 4 receiver channels active during each transmission to acquire n-spacings 1-11 (Zonge, 2022).

Following completion of the survey, digital data files were provided to Consulting Geophysicist, Frank Fritz of Fritz Geophysics (Fairplay, Colorado), for quality control and interpretation (Fritz, 2022). The objective of these surveys was to locate possible oxide (secondary) or sulfide (primary) copper mineralization target types, determine the geophysical signatures of host rocks., and define possible structures.

Regional (public domain) magnetic data utilized in conjunction with the IP/Resistivity results suggest a large caldera system with ring stocks and limited radial structure (Figure 9-2). Interpretation of the combined 1973 (and the re-interpretation in 2010) and 2022 surveys suggest a possible complex mineralization environment at the edge of a large caldera complex to the south. The historic Tyrone mineralization appear to be on the rim of this caldera as does the IP high identified in the 2010 re-interpretation, and the 2022 IP/Resistivity surveys. This chargeability anomaly in the northeast part of the Property is characterized by a central deep zone with a high IP response (Figure 9-3) which may plunge both northeast and southwest

(Figure 9-3). The depth to this zone is interpreted to be 300-400 m. Surrounding this zone, is a peripheral zone of discontinuous lower resistivities with a significantly higher IP response. The depth to this zone is less than the dipole size of 100m, possibly less than 50m. There appears to be a bottom suggested by the 2D inversions, possibly in the 200 to 250m range. Fritz (2022) interpreted this IP/Resistivity response as a central sulfide rich core with a surrounding peripheral zone of copper oxide. This roughly east-west zone is consistent across the five lines of the survey. Host rocks within this the area surveyed have reasonably uniform resistivities.

Fritz (2022) cautions that the IP signature could be due to other sources. He concludes, that the IP highs are not that elevated but for an oxide deposit the values are not typically very high. In a typical porphyry copper system, the IP response would likely be higher.

As of June 30, 2024, the Company had expended a total of $CN274,270 dollars on the Property which includes $CN92,148 for the 2022 IP/Resistivity survey completed by Zonge International Inc.

As of the date of this Technical Report herein, no work has been completed on the Property since the 2022 geophysical survey.

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Figure 9-1. IP survey lines, 2022.

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Figure 9-2. District magnetic data and interpretation. Data is contoured reduced to pole; red high blue low. Dashed lines are interpreted faults and the Property boundary is outlined as faint brown lines. Red bold circles indicate the area of "Erratic IP High" and brown bold circles represent the area of Altered Resistivity (after Fritz, 2022).

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Figure 9-3. IP/Resistivity survey interpretation. Plunging southwest and northeast, a high PFE (Percent Frequency Effect, or chargeability) anomaly, flanked by a low PFE halo, is located in the northeast part of the Property (faint brown lines). In the east part of the Property, a second IP anomaly with a more erratic response sits just off an interpreted alteration zone (Altered Resistivity Area). Black crosses are stations from the 2022 survey, and the faint red line is the claim block outline. The red circles are enhanced IP and the brown circles are altered resistivity (after Fritz, 2022).

Drilling

No drilling has been completed on the Property by Black Pine or Anquiro. A future planned drill program is described in Recommendations (section 26) and poorly documented drilling completed on the Property in the 1970's is discussed above (section 6, History).

Sample Preparation, Analyses and Security

To date, only limited surface sampling has been conducted by Great Basin and no sampling has been completed by Black Pine or Anquiro. Details of limited sampling conducted by Great Basin are summarized under History (section 6 above). No information is available to the Author for an opinion on this sampling regarding the adequacy of sample preparation, security, and analytical procedures employed.

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Data Verification

The Author conducted a site visit of the Property on October 25-26, 2022. To confirm the presence of copper and other metals on the Property, the Author collected nine rock samples from various locations (Figure 4-1) on the east-central and northeast part of the claim block. Details of rock type, mineralization and alteration documented along with analytical results, are summarized below (Table 12-1).

Sample material was lithologically described, in some cases, photographed, and then bagged and secured on site. All samples were transported from the field and held in secure custody until the Author personally delivered all nine samples to ALS Minerals Laboratory (" ALS ") in Tucson, Arizona, on November 27, 2022. ALS is part of the ALS Group (a subsidiary of Campbell Brothers Ltd. – ASX: CPB) a diversified group of testing companies with offices strategically located around the world. Most ALS Geochemistry laboratories are registered or are pending registration to ISO 9001:2008, and a number of analytical facilities have received ISO 17025 accreditations for specific laboratory procedures. ALS employs rigorous QA/QC procedures using sample standards and blanks with all sample batches submitted.

The Author and all contractors, employees, and officers of Anquiro Ventures Ltd., Black Pine Resources Corp., and Great Basin Resources Inc. are independent of ALS.

The rock samples were delivered to ALS and specific preparation and analytical procedures were employed (below).

Sample Preparation

CRU -31 – Fine crushing – 70% <2 mm. SPL-22Y – Split sample, Boyd Rotary Splitter PUL-31 – Pulverize up to 250g 85% <75 𝑢 m

Analytical Procedures

ME-MS61 – 48 element four acid ICP-MS ME-OG62 – Ore grade elements – Four Acid Cu-OG62 – Ore grade Cu – Four Acid Au – ICP21 – Au 30g ICP – AES Finish

AUTHOR SAMPLE LOCATIONS, DESCRIPTIONS, AND RESULTS - SUGARLOAF PROJECT - October 25-26, 2022	AUTHOR SAMPLE LOCATIONS, DESCRIPTIONS, AND RESULTS - SUGARLOAF PROJECT - October 25-26, 2022	AUTHOR SAMPLE LOCATIONS, DESCRIPTIONS, AND RESULTS - SUGARLOAF PROJECT - October 25-26, 2022	AUTHOR SAMPLE LOCATIONS, DESCRIPTIONS, AND RESULTS - SUGARLOAF PROJECT - October 25-26, 2022	AUTHOR SAMPLE LOCATIONS, DESCRIPTIONS, AND RESULTS - SUGARLOAF PROJECT - October 25-26, 2022	AUTHOR SAMPLE LOCATIONS, DESCRIPTIONS, AND RESULTS - SUGARLOAF PROJECT - October 25-26, 2022	AUTHOR SAMPLE LOCATIONS, DESCRIPTIONS, AND RESULTS - SUGARLOAF PROJECT - October 25-26, 2022	AUTHOR SAMPLE LOCATIONS, DESCRIPTIONS, AND RESULTS - SUGARLOAF PROJECT - October 25-26, 2022	AUTHOR SAMPLE LOCATIONS, DESCRIPTIONS, AND RESULTS - SUGARLOAF PROJECT - October 25-26, 2022	AUTHOR SAMPLE LOCATIONS, DESCRIPTIONS, AND RESULTS - SUGARLOAF PROJECT - October 25-26, 2022	AUTHOR SAMPLE LOCATIONS, DESCRIPTIONS, AND RESULTS - SUGARLOAF PROJECT - October 25-26, 2022
SAMPLE #	*E UTM **	N UTM*	TYPE	Description	Cu %/ppm	Auppm	Ag ppm	Moppm	Pbppm	Znppm
412775	740860	3615220	rock chip	pCg- coarsegrnd, large orth, chrys, malachite - sporadic	5160	<0.001	0.35	12	16.2	866
412776	740877	3615193	rock chip	Tqm-strnglywea, equig, decomp, abundant dissem chrys, chalco? malach	1.34%	<0.001	0.74	18.65	16.8	658
412777	740870	3615200	rock chip	Tqm-equig, occ CuOx, dissem chrys, chalco? At contact withpCg	1125	<0.001	0.38	55.3	18.5	99
412778	740876	3616044	rock chip	Tqm-equig., strngleach, arg,goeth, abund seams, dissem chrys, malch	2.13%	0.028	3.2	137	5.6	34
412779	740854	3616052	dumpsel	Tqm-equig, strngleach,goeth, abund dissem, seams chrys, malch, azurite	1.41%	0.002	1.8	399	10.8	38
412780	740925	3616076	rock chip	Tqm-equig, strngleach, arg, no visible Cu, black dissemgrains, hbl?	698	<0.001	0.41	176	15.3	36
412781	741025	3616037	dumprep	Tqm-highlysilic, arg. coarse and fines, no vis Cu	131	0.008	1.98	44.5	127	39
412782	740982	3615968	rock chip	Tqm-as above,plag, dissem leached chalcopy<3%.	275	<0.001	0.46	136.5	40.3	33
412783	740963	3615964	rock chip	Tqm-alongE-W fx, chrys, malach, fx +/- 10"	15.10%	0.017	9.16	262	354	278
	*Zone 12 S, NAD27

Table 12-1. Author's sample results, October 25-26, 2022. Abbreviations are rock chip are representative chips of outcrop; dump sel is selected grab of high-grade stockpile sample; dump rep is grab of representative coarse and fines from mine dump. Abbreviations are orth - orthoclase; grnd – grained; strngly – strongly; wea – weathered; equig – equigranular; decomp – decomposed; occ – occasional; dissem – disseminated; chrys – chrysocolla; chalco – chalcocite; arg - argillized; goeth - goethite; abund – abundant; malach – malachite; hbl – hornblende; silic – silicified; vis – visible; plag - plagioclase ; chalcopy - chalcopyrite; and fx - fractures.

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In preparation of this Technical Report, the Author reviewed publications of the United States Geological Survey, New Mexico Geological Society, New Mexico Bureau of Mines and Mineral Resources, and other private reports, sample and geophysical data, specific to the Property.

It is the Author's opinion that the data reviewed, the field visit conducted on October 25-26, 2022 and the samples collected are adequate steps taken for the purposes used in this Technical Report.

Mineral Processing and Metallurgical Testing

No metallurgical testing has been conducted on copper bearing rocks located on the Sugarloaf Property.

Mineral Resource Estimates

There is no information available for the Sugarloaf Property that would allow for estimation of a mineral resource.

Mineral Reserve Estimates

There is no information available on the Sugarloaf Property that would allow for estimation of a mineral reserve.

Mining Methods

There is no information available on the Sugarloaf Property that would allow for a discussion of mining methods.

Recovery Methods

There is no information available on the Sugarloaf Property that would allow for a review of the recovery methods anticipated.

Property Infrastructure

No infrastructure is present on the Sugarloaf Property.

Market Studies and Contracts

Market studies and contracts associated with possible development of the Sugarloaf Property have not been completed.

Environmental, Permitting, Social or Community Impact

No information is available on the Sugarloaf Property to determine environmental, permitting, and social and community impact.

Capital and Operating Costs

No information is available on the Sugarloaf Property to determine possible capital and operating costs.

Economic Analysis

No information is available on the Sugarloaf Property to provide an economic analysis.

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Adjacent Properties

The east side of the Property abuts mostly privately owned parcels in adjoining section 17, T19S, R15W. Most of this section consists of deeded, fee simple parcels owned by Freeport McMoRan Mining LLC (" Freeport "). Six private parcels also owned by Freeport, originally plated as Patented mining claims, extend into the adjoining section 18 (Figure 4-1). Private deeded parcels, also former Patented mining claims are located on the western boundary of section 18 T19S, R15W and section 13 T19S, R16W. Three of these parcels are owned by private individuals, and five are owned by Allied-Signal Inc. of Phoenix, Arizona. The platted origin of these parcels, as Patented mining claims includes both the surface and the mineral rights.

Other Relevant Data and Information

No additional information or explanation is known by the Author to be necessary to make this Technical Report understandable and not misleading.

Interpretation and Conclusions

The Sugarloaf Property lies within the Big Burro Mountains within the Burro Mountain mining district. By far, the largest and only copper producer in the district is the active Tyrone Mine of Freeport-McMoRan Inc. (or " Freeport ", NYSE:FCX) with active pits located approximately 1/2 mile east of the east boundary of the Property. The Tyrone mine which began operation as a sulfide ore body in 1967, is now being mined at 68,00 tpd (2019) from by an enriched copper oxide zone over a thin, poorly developed chalcocite blanket and treated in a SX-EW (solvent extraction-electrowinning) plant. At least three stages of extensive supergene enrichment are recognized at Tyrone (Mach, 2008).

Within the Property, copper mineralization has been recognized over a distance of more than 5,000 feet and up to 1,000 feet wide (Cannaday, 1973). Rock chip sampling conducted by the Author and reconnaissance samples collected in 2012 and 2014 by Great Basin and predecessor companies, focused on two target areas within the Property, including the northeast target (NE ¼ section 18, T19S, R15W) and a second area surrounding a small historic open pit located about 1,000 feet south of the northeast zone, just west of Sugarloaf mountain. Both target areas are characterized by vivid oxide and carbonate copper mineralization occurring as disseminations and as fracture coatings. Sampling on the northeast target returned copper values up to 15.1%, while copper values from the open pit target reached 1.34%. The northeast target area, at least 1,500 feet wide by 3,500 feet long is characterized by a zone of incomplete leaching and oxidation.

Previous work including an IP (Induced Potential) survey conducted in the 1970s and a 2022 IP/Resistivity survey of the same area completed in September 2022 indicated a southwest and northeast plunging chargeability anomaly in the northeast part of the Property beneath the zone of leaching/oxidation. As interpreted by Fritz (2022) the IP high may represent a sulfide source consistent with a porphyry copper target at a depth of 300-400 m. Within this higher resistivity unit there is a consistent zone of lower but discontinuous resistivities with associated higher IP values. This roughly east-west zone is consistent across the five lines, and is suggestive of possible oxide copper mineralization. This interpreted zone extends to the south beneath the area of the small open pit, discussed above. The depth to this zone is suggested to lie within 100 m of the surface and may be as shallow as 50 m. However, Fritz (2022) cautions that other explanations for the IP responses are possible.

The Tyrone copper deposit, just on the east side of the Property boundary is part of the greater Laramide porphyry copper belt which extends into southeastern Arizona, and northern Mexico. Given the very large dimensions of porphyry copper systems (1-2 kms or 0.6 to 1.2 miles) it seems very likely that supergene mineralization zone encountered at the Property is related to the supergene mineralization now being mined at Tyrone. This would suggest that a possible chalcocite blanket observed on the walls of the small open pit, as reported by Kern (Personal Communication, 2022) may be laterally significant.

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Obvious copper mineralization is present at the northeast target but the presence of sulfide minerals (e.g., pyrite, bornite) in some samples would suggest that oxidation is not complete and resultingly may limit the opportunity for extensive supergene enrichment. Copper mineralization here is dominated by northeast trending fractures and faults, and the degree of dissemination outward from these conduits is not clear at this time.

Evidence of copper mineralization on the Sugarloaf Property has been well-documented by previous exploration programs (section 6, History), and confirmed by the Author's sample results collected on October 25-26, 2022 (section 12, Data Verification). Previous work results, including geochemical sampling and geophysics have discovered mineralization to date at the Northeast and Open pit targets (section 7.4 Alteration and Mineralization). Further evaluation of these targets including the sub-surface extent and tenor of possible mineralization can only be evaluated drilling which is the most effective method to test these subsurface beneath these targets and others that may be discovered. Despite the success of previous work programs, drill testing always carries a certain level of risk and uncertainty and the decision to commence drill testing does not imply certain economic viability or continued viability.

Recommendations

The Sugarloaf Property is a project of merit, which warrants further exploration. Work completed to date has focused on two principal target areas including the open pit zone in the east central part of the Property and the northeast zone. Previous work has advanced these targets to a drill stage and a modest initial program focused on the open pit target is recommended. Relatively shallow holes to 300 feet should provide an adequate test of the tenor and continuity of supergene mineralization. A drill budget of $CN300,000, defined below (Table 26-1), using a track or truck- mounted, reverse circulation drill rig to complete four drill holes is an appropriate initial test. Costs include supervision by a senior geologist, a junior geologist, allowances for QA/QC sampling, logistical and field support, and the project review and follow-up reporting, as necessary. Actual drill sites are dictated by the approved Plan of Operation, as permitted. Following completion of the drill program and careful analysis of the results, additional drill tests centered on this target and additional identified targets may or may not be warranted.

==> picture [338 x 164] intentionally omitted <==

----- Start of picture text -----

Proposed Drill Budget - Sugarloaf Property CN$
Work Activity Cost Item total
Drill costs (includes all ($132/foot) X 1,200 ft. 159,000
mob/demob, water, supplies, etc.)
Road, pad, construction 97,000
Assays primary (inc. transport) ($56/sample) 14,000
Sr. Project supervision (18 X $700/day) 13,000
Assistant geologist (18 X $400/day) 8,000
Field support (lodging, meals, (18 X $450/day) 9,000
transport, etc.)
Total $ 300,000
----- End of picture text -----

Table 26-1. Recommended Sugarloaf Drill Budget, CN$.

Significant Acquisitions or Dispositions

Black Pine has not completed any significant acquisitions or dispositions since the beginning of the financial year ended December 31, 2025.

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Selected Financial Information

	As at and for the year ended December 31, 2025 (audited)	As at and for the year ended December 31, 2024 (audited)	As at and for the year ended December 31, 2023 (audited)
Balance sheet data
Total assets	$604,267	$405,230	$676,956
Total liabilities	$520,013	$147,726	$29,078
Shareholders'equity	$84,254	257,504	$647,878

Summary operating results
Revenue	$nil	$nil	$nil
Gross profit	$nil	$nil	$nil
Operating expenses	$173,250	$390,374	$371,322
Netloss before taxes	$173,250	$390,374	$371,322
Tax expense	$nil	$nil	$nil
Net loss	$173,250	$390,374	$371,322
Other comprehensive loss	$173,250	$390,374	$371,322
Total comprehensive loss	$173,250	$390,374	$371,322

Black Pine declared no cash dividends during the periods ended December 31, 2025, December 31, 2024 and December 31, 2023.

Management's Discussion and Analysis

The MD&A of Black Pine for the financial years ended December 31, 2025, December 31, 2024 and December 31, 2023 are attached hereto as Schedule N, Schedule O and Schedule P, respectively. Certain information included in such MD&A is Forward-Looking Information and based upon assumptions and anticipated results that are subject to uncertainties. Should one or more of these uncertainties materialize or should the underlying assumptions prove incorrect, actual results may vary significantly from those expected. See " Information Regarding this Circular – Cautionary Note Regarding Forward-Looking Information ".

Description of Securities

Black Pine Shares

Black Pine is authorized to issue an unlimited number of Black Pine Shares and an unlimited number of preferred shares in the capital of Black Pine, of which 15,931,728 Black Pine Shares and nil preferred shares are issued and outstanding as at the date hereof. Upon completion of the Subscription Receipt Conversion and assuming no exercise of Black Pine Options, immediately prior to the Effective Time Black Pine is anticipated to have 30,931,728 Black Pine Shares and nil preferred shares in the capital of Black Pine issued and outstanding.

The holders of Black Pine Shares are entitled to receive notice of and attend all meetings of Black Pine Shareholders and are entitled to one vote in respect of each Black Pine Share held at such meetings. Black Pine Shareholders are entitled to receive dividends if, as and when declared by the Black Pine Board. In the event of liquidation, dissolution or winding-up of Black Pine, Black Pine Shareholders are entitled to share rateably in such assets of Black Pine as are distributable to the holders of Black Pine Shares. Black Pine Shares are not subject to any pre-emptive rights, conversion or exchange rights, or to any redemption, retraction, purchase for cancellation or surrender provisions. Black Pine Shares are also not subject to any sinking or purchase fund provisions or any provisions permitting or restricting the issuance of additional

106

securities or other material restrictions. Black Pine Shares are further not subject to any provisions requiring a securityholder to contribute additional capital.

Black Pine Options

The Black Pine Option Plan was adopted in February of 2019 and is a 10% rolling stock option plan pursuant to which Black Pine may grant up to1,593,173 Black Pine Options. As of the date hereof, there are 1,513,054 Black Pine Options outstanding, of which (a) 625,000 Black Pine Options are each exercisable for the purchase of one Black Pine Share at a price of $0.10 per share until March 31, 2027, (b) 800,000 Black Pine Options are each exercisable for the purchase of one Black Pine Share at a price of $0.10 per share until February 17, 2028, and (c) 88,054 Black Pine Options are each exercisable for the purchase of one Black Pine Share at a price of $0.20 per share until March 7, 2029.

Subscription Receipts

Black Pine and AQR anticipate completing a jointly-funded non-brokered private placement offering of a minimum of 11,000,000 Subscription Receipts, up to a maximum of 15,000,000 Subscription Receipts, at a price per Subscription Receipt of $0.10. AQR and Black Pine have the option, at their discretion, to issue up to an additional 10,000,000 Subscription Receipts, for an aggregate of 25,000,000 Subscription Receipts, under the Concurrent Financing. A finder's fee of up to 10% of the gross proceeds of the Concurrent Financing will be payable from the Escrowed Funds on or after the date on which the Escrowed Funds will be released to Black Pine and AQR.

Prior to the Effective Time and assuming the Escrow Release Conditions are fulfilled and the Escrow Release Notice is delivered to the SR Agent before the Escrow Release Deadline, (i) the Escrowed Funds will be released by the SR Agent to Black Pine and AQR and (ii) each Subscription Receipt will automatically convert, without payment of any additional consideration and without further action on the part of the holder thereof, into one SR Unit, subject to adjustments in certain events.

Each SR Unit issued by Black Pine is comprised of one Black Pine Share and one SR Warrant.

Warrants

There are no common share purchase warrants of Black Pine issued and outstanding as of the date hereof.

Upon completion of the Subscription Receipt Conversion, it is anticipated that Black Pine will have up to 15,000,000 SR Warrants outstanding, with each SR Warrant exercisable for a period of three years after the date of its issuance to acquire one Black Pine Share at the price per share of $0.20, subject to the SRW Acceleration Right. The SR Warrants will be governed by warrant certificates.

Consolidated Capitalization

The table below sets forth Black Pine's consolidated capitalization as at December 31, 2025, and as at the date of this Circular. The information in the table is derived from, and should be read in conjunction with the financial statements of Black Pine including the notes thereto, attached as Schedule F hereto.

		Amount outstanding as at	Amount outstanding as
Description	Amount authorized	December 31, 2025	at the date hereof
Black Pine Shares	Unlimited	15,931,728	15,931,728
Black Pine Options	1,593,173	1,513,054	1,513,054
Subscription Receipts	N/A	Nil	Nil
Indebtedness	N/A	$520,013	$545,725

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Prior Sales

There is no public market for Black Pine Shares. The table below sets out the Black Pine securities issued in the 12-month period preceding the date of this Circular.

Executive Compensation

Compensation Discussion and Analysis

The purpose of this Compensation Discussion and Analysis is to provide information about Black Pine's executive compensation objectives and processes and to discuss compensation decisions relating to its Named Executive Officers. In accordance with applicable securities legislation, Black Pine currently has two Named Executive Officers; being Richard Drew Martel, Chief Executive Officer and President, and Richard Barnett, Chief Financial Officer.

The Black Pine Board assumes responsibility for reviewing and monitoring the long-range compensation strategy for the senior management of Black Pine. In determining executive compensation, the Black Pine Board considered a variety of factors, including: the overall financial and operating performance of Black Pine; each executive officer's individual performance and contribution towards meeting corporate objectives; each executive officer's level of responsibility and length of service; and industry comparable.

Compensation Objectives and Principles

The compensation program for the senior management of Black Pine is designed to ensure that the level and form of compensation achieves certain objectives, including:

(a) attracting and retaining qualified executives;
(b) motivating the short and long-term performance of these executives; and
(c) better aligning their interests with those of Black Pine Shareholders.

In compensating its senior management, Black Pine has employed a combination of base salary, bonus compensation and equity participation. Black Pine does not provide any retirement benefits for its directors or officers.

Elements of Compensation

Base Salary

In the Black Pine Board's view, paying base salaries, which are reasonable in relation to the level of service expected while remaining competitive in the markets in which Black Pine operates, is a first step to attracting and retaining qualified and effective executives. Competitive salary information on comparable companies within Black Pine's industry is compiled from a variety of sources, including national and international publications.

Bonus Incentive Compensation

The Black Pine Board will consider executive bonus compensation dependent upon Black Pine meeting its strategic objectives and milestones and sufficient cash resources being available for the granting of bonuses.

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Compensation Risks

The Black Pine Board is keenly aware of the fact that compensation practices can have unintended risk consequences. The Black Pine Board will continually review Black Pine's compensation policies to identify any practice that might encourage an employee to expose Black Pine to unacceptable risk. At the present time the Black Pine Board is satisfied that the current executive compensation program does not encourage the executives to expose the business to inappropriate risk. The Black Pine Board takes a conservative approach to executive compensation rewarding individuals for the success of Black Pine once that success has been demonstrated and incentivizing them to continue that success through the grant of long-term incentive awards.

Hedging Policy

Black Pine has no policy on whether an NEO or director is permitted to purchase certain financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars or units of exchange funds which are designed to hedge or offset a decrease in the market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director.

Compensation Process

Black Pine does not have a compensation committee or a formal compensation policy. Black Pine relies solely on the Black Pine Board to determine the compensation of the Named Executive Officers. In determining compensation, the Black Pine Board considers industry standards and Black Pine's financial situation, but Black Pine does not otherwise have any formal objectives or criteria. The performance of each executive officer is informally monitored by the Black Pine Board, having in mind the business strengths of the individual and the purpose of originally appointing the individual as an officer.

In establishing compensation for executive officers, the Black Pine Board seeks to accomplish the following goals:

to recruit and subsequently retain highly qualified executive officers by competitive offering overall compensation; and
to motivate executives to achieve important corporate and personal performance objectives and reward them when such objectives are met.

When considering the appropriate executive compensation to be paid to our officers, the Black Pine Board have regard to a number of factors including: (i) recruiting and retaining executives critical to the success of Black Pine and the enhancement of shareholder value; (ii) providing fair and competitive compensation; (iii) balancing the interests of management and Black Pine Shareholders; (iv) rewarding performance, both on an individual basis and with respect to operations generally; and (v) available financial resources.

Compensation of Directors

Other than as disclosed herein, the only arrangements Black Pine has, standard or otherwise, pursuant to which Black Pine compensated directors for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as a consultant or expert during the most recently completed financial year or subsequently, are by reimbursement for out-of-pocket expenses incurred on behalf of Black Pine.

Summary Compensation Table

The table below sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by Black Pine to each current and former NEO and director, in any capacity, for the fiscal years ended December 31, 2025, and 2024.

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Table of Compensation Excluding Compensation Securities

Name and principal position	Fiscal year	Salary, consulting fee, retainer or com- mission	Bonus	Com- mittee or meeting fees	Value of perquisites	Long- term incen- tive plans	Value of all other compen- sation	Total compen- sation
Richard Drew Martel, CEO and President	2025	$47,250	Nil	Nil	Nil	Nil	Nil	$47,250
	2024	$94,500	Nil	Nil	Nil	Nil	Nil	$94,500
Richard Barnett, CFO	2025	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Keturah Nathe, Director	2025	$31,500	Nil	Nil	Nil	Nil	Nil	$31,500
	2024	$40,852	Nil	Nil	Nil	Nil	Nil	$40,852
Joe DeVries, Director	2025	Nil	Nil	Nil	Nil	Nil	$56,700(1)	$56,700(1)
	2024	Nil	Nil	Nil	Nil	Nil	$71,966(1)	$71,966(1)

Note: (1) Includes consideration paid by Black Pine to Simco pursuant to a service contract with Simco dated July 3, 2021, Simco provides corporate, administrative, and accounting services, office space and office equipment, arranges for payment of office expenses See " Information Concerning Black Pine – Executive Compensation - Employment, Consulting and Management Agreements " for additional inclusions.

No compensation securities were granted or exercised by any NEO or director during the twelve-month period ended December 31, 2025.

Employment, Consulting and Management Agreements

Black Pine has not entered into any agreement or arrangement under which compensation was provided during the most recently complete financial year or is payable in respect of services provided to Black Pine or its subsidiaries that were performed by a director or NEO, or performed by any other party but are services typically provided by a director or a NEO.

Employment, Consulting and Management Agreements

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Black Pine entered into a consulting agreement with Richard Drew Martel (the "Martel Consulting Agreement") pursuant to which Mr. Martel agrees to act as Black Pine's CEO beginning on May 1, 2022, for a term of one year and renewable on a month-to-month basis, subject to a 30 day termination notice period. Under this consulting agreement, Mr. Martel is paid a base management fee of $7,500 per month, with bonuses to be considered and determined by the Black Pine Board on an annual basis, which may include stock options, special warrants or bonus fees. The Martel Consulting Agreement does not contain provisions relating to change of control, severance or constructive dismissal.

Non-Arm's Length Transactions

Other than as described below and elsewhere in this Circular, Black Pine has not obtained and does not propose to obtain any assets or services from (a) any director, officer or Promoter of Black Pine, (b) any principal securityholder of Black Pine or AQR (before and after giving effect to the Transaction), or (c) an Associate or Affiliate of any person or companies referred to in (a) or (b).

See " Meeting and Proxy Related Information – Proxy Related Matters – Interest of Certain Persons in Matters To Be Acted Upon ", " Meeting and Proxy Related Information – Interest of Informed Persons in Material Transactions ", " Information Concerning AQR – Non-Arm's Length Transactions ", " Information Concerning AQR – Non-Arm's Length Qualifying Transaction and Related Party Transaction ", " Information Concerning the Resulting Issuer – Officers, Directors and Promoters – Interests of Management and Others in Material Transactions ", " Information Concerning the Resulting Issuer – Officers, Directors and Promoters – Conflicts of Interest ", " Information Concerning the Resulting Issuer – Executive Compensation – Employment, Consulting and Management Agreements " and " Information Concerning the Resulting Issuer – Risk Factors ".

Legal Proceedings

There are no legal proceedings Black Pine is or was a party to, or that any of its property is or was the subject matter of, since the beginning of the financial year ended December 31, 2025.

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Material Contracts

Other than contracts entered into in the ordinary course of business, Black Pine has not entered into any material agreements in the preceding two years, other than the following:

the Merger Agreement; and
the Property Agreement.

In addition to the foregoing, Black Pine has entered into the Lock Up Agreements. Copies of the foregoing agreements will be available for inspection at the registered office of Black Pine, Suite 303, 595 Howe Street, Vancouver, British Columbia V6C 2T5, during ordinary business hours, until the Transaction Closing Date and for a period of 30 days thereafter.

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INFORMATION CONCERNING THE RESULTING ISSUER

Corporate Structure

Name and Incorporation

The name of the Resulting Issuer is expected to be "Black Pine Resources Corp." or such other name as the AQR Board and the Black Pine Board may determine, subject to TSXV approval. The Resulting Issuer's head office and registered and records office will be located at Suite 303, 595 Howe Street, Vancouver, British Columbia V6C 2T5.

Intercorporate Relationships

Pursuant to the Amalgamation, Black Pine will amalgamate with AcquisitionCo to form Amalco, which will be a 100% wholly-owned subsidiary of the Resulting Issuer. After the Transaction Closing, Amalco will be the only subsidiary of the Resulting Issuer, with 100% of the Amalco Shares owned by the Resulting Issuer. Amalco will be a corporation governed by the BCBCA.

Description of the Business

The Resulting Issuer will carry on the business currently carried on by Black Pine. See " Information Concerning Black Pine – Description of the Business ".

After the Transaction Closing, the Resulting Issuer Board will adopt such board committee charters, codes and policies as it deems necessary in accordance with good corporate governance practices and taking into account the stage of the Resulting Issuer.

Business Objectives and Milestones

The table below sets out the primary business objectives of Black Pine over the next 12 months.

Milestone	Timeline	Expected Cost assuming Minimum Concurrent Financing(1)	Expected Cost assuming Maximum Concurrent Financing(2)
Completion of the Transaction	[Q2 2026]	$209,000(3)	$309,000(3)
Completion of Phase 1 of the exploration program on the Sugarloaf Property	[Q2 2026]	$300,000(4)	$300,000(4)
Total:		$509,000	$609,000

Notes:

(1) Assuming 15,000,000 Subscription Receipts are issued pursuant to the Concurrent Financing.

(2) Assuming 25,000,000 Subscription Receipts are issued pursuant to the Concurrent Financing

(3) Estimated transaction costs are anticipated to be comprised of TSXV filing fee of $10,000, legal fees of $40,000, transfer agent costs (including any costs associated with the Meeting) of $9,000, and finders fees of $150,000 or $250,000, assuming $1,500,000 or $2,500,000, respectively, is raised under the Concurrent Financing.

(4) The Phase 1 exploration program recommended in the Technical Report is $300,000. See " Information Concerning Black Pine – Description of the Business – Technical Report ".

See " Information Concerning AQR – General Development of the Business – The Transaction ", " Information Concerning Black Pine – Description of the Business – The Sugarloaf Property and the Property Agreement ", " Information Concerning Black Pine – Description of the Business – Technical Report " and " Information Concerning the Resulting Issuer – Available Funds and Principal Purposes ".

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Description of Securities

The authorized share capital of the Resulting Issuer shall consist of an unlimited number of Resulting Issuer Shares. Each Resulting Issuer Share will carry the same rights as an AQR Share. See " Information Concerning AQR – Description of Securities – AQR Shares ".

Warrants

As of the date of this Circular, neither AQR nor Black Pine has any common share purchase warrants outstanding. Assuming completion of the Subscription Receipt Conversion, immediately prior to the Effective Time, Black Pine will have up to 15,000,000 SR Warrants outstanding. See " Information Concerning AQR – General Development of the Business – The Transaction – Concurrent Financing " and " Information Concerning Black Pine – Description of Securities – Warrants ".

Assuming the Concurrent Financing is fully subscribed, an aggregate of up to 15,00,000 Resulting Issuer Shares will be reserved for issuance upon the due exercise of Resulting Issuer Warrants to be issued in exchange for the SR Warrants. See "" Information Concerning AQR – General Development of the Business – The Transaction ".

Each Resulting Issuer Warrant issued in exchange for an SR Warrant will have the same exercise price and expiry date as the SR Warrants and will be governed by the certificates representing such warrants.

Resulting Issuer Equity Awards

Stock Options

As of the date of this Circular, AQR does not have any AQR Options outstanding and Black Pine has 1,513,054 Black Pine Options outstanding. See " Information Concerning AQR – Description of Securities – AQR Options " and " Information Concerning Black Pine – Description of Securities – Black Pine Options ".

It is anticipated that an aggregate of 1,513,054 Resulting Issuer Shares will be reserved for issuance upon the due exercise of Resulting Issuer Options to be issued in exchange for the Black Pine Options. See " Information Concerning AQR – General Development of the Business – The Transaction ".

Each Resulting Issuer Option issued in exchange for a Black Pine Option will have the same exercise price and expiry date as the exchanged Black Pine Option, but such options will be governed by the Omnibus Plan. See " Meeting and Proxy Related Information – Approval and Ratification of the ".

Other Resulting Issuer Equity Awards

Assuming the Omnibus Plan is approved by the AQR Shareholders at the Meeting, the Resulting Issuer will have the ability to grant Resulting Issuer DSUs, Resulting Issuer PSU, Resulting Issuer RSUs and Resulting Issuer SARs pursuant to the Omnibus Plan. See " Meeting and Proxy Related Information – Approval and Ratification of the ".

Pro Forma Consolidated Capitalization

The table below sets out the pro forma consolidated capitalization of the Resulting Issuer after giving effect to the Concurrent Financing and Transaction and assuming the Subscription Receipt Conversion and no exercise of Black Pine Options. The information in the table is derived from, and should be read in conjunction with, the Pro Forma Financial Statements, attached as Schedule I hereto. See also " Information Concerning AQR – General Development of the Business – The Transaction – Concurrent Financing ".

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		Amount Outstanding after Giving Effect to the Transaction and the Minimum Concurrent Financing(1)	Amount Outstanding
			after Giving Effect to the
			Transaction and the
			Maximum Concurrent
Description	Amount authorized		Financing(2)
Resulting Issuer Shares	Unlimited	35,431,729	45,431,729
Resulting Issuer Equity Awards	10% of the issued and outstanding Resulting Issuer Shares(3)	1,513,054	1,513,054
Resulting Issuer Warrants	N/A	16,500,000	27,500,000
Indebtedness	N/A	$483,365	$483,365

Notes:

(1) Assuming 15,000,000 Subscription Receipts are issued pursuant to the Concurrent Financing.
(2) Assuming 25,000,000 Subscription Receipts are issued pursuant to the Concurrent Financing.
(3) Assuming the Omnibus Plan is adopted at the Meeting, the Resulting Issuer Equity Awards will be governed by the Omnibus Plan. The aggregate maximum number of Resulting Issuer Shares that may be reserved for issuance under the Omnibus Plan, at any time, shall not exceed 10% of the number of Resulting Issuer Shares issued and outstanding at the time the Omnibus Plan is implemented following the Transaction Closing. See " Meeting and Proxy Related Information – Approval and Ratification of the ".

Fully Diluted Share Capital

The table below sets out information regarding the Resulting Issuer securities anticipated to be outstanding, on a fully-diluted basis, after giving effect to the Transaction, assuming that 15,000,000 Subscription Receipts are issued pursuant to the Concurrent Financing.

		Undiluted percentage(1)	Fully-diluted percentage(2)
Description	Amount
*Resulting Issuer Shares*
Resulting Issuer Shares held by existing AQR Shareholders	4,500,001	12.70%	8.42%
Resulting Issuer Shares to be exchanged for Black Pine Shares, excluding the Resulting Issuer Shares to be exchanged for the Black Pine Shares issued on completion of the Subscription Receipt Conversion	15,931,728	45.0%	29.81%
Resulting Issuer Shares to be exchanged for the Black Pine Shares issued on completion of the Subscription Receipt Conversion	15,000,000	42.33%	38.07%
Total undiluted share capital of the Resulting Issuer:	35,431,729	100%	33.3%
*Convertible Resulting Issuer securities*
Resulting Issuer Options	1,513,054	-	2.83%
Resulting Issuer Warrants	16,500,000	-	30.87%
Total fully-diluted share capital of the Resulting Issuer:	53,444,783	-	100%

Note:

(1) Percentages are calculated based on 35,431,729 Resulting Issuer Shares issued and outstanding on the Transaction Closing Date, assuming the Subscription Receipt Conversion and that no Black Pine Options are exercised.
(2) Percentages are calculated based on 53,444,783 Resulting Issuer Shares issued and outstanding on the Transaction Closing Date, assuming the Subscription Receipt Conversion and the exercise of 1,513,054 Black Pine Options and up to 16,500,000 SR Warrants.

The table below sets out information regarding the Resulting Issuer securities anticipated to be outstanding, on a fully-diluted basis, after giving effect to the Transaction, assuming that 25,000,000 Subscription Receipts are issued pursuant to the Concurrent Financing

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Description		Undiluted percentage(1)	Fully-diluted percentage(2)
	Amount
*Resulting Issuer Shares*
Resulting Issuer Shares held by existing AQR Shareholders Resulting Issuer Shares to be exchanged for Black Pine Shares, excluding the Resulting Issuer Shares to be exchanged for the Black Pine Shares issued on completion of the Subscription Receipt Conversion Resulting Issuer Shares to be exchanged for the Black Pine Shares issued on completion of the Subscription Receipt Conversion Total undiluted share capital of the Resulting Issuer:	4,500,001	9.90%	6.04%
	15,931,728	35.07%	21.40%
	25,000,000	55.03%	33.58%
	45,431,729	100%	61%
*Convertible Resulting Issuer securities*
Resulting Issuer Options ResultingIssuer Warrants Total fully-diluted share capital of the Resulting Issuer:	1,513,054	-	2.03%
	27,500,000	-	36.94%
	74,444,783	-	100%

Note:

(1) Percentages are calculated based on 45,431,729 Resulting Issuer Shares issued and outstanding on the Transaction Closing Date, assuming the Subscription Receipt Conversion and that no Black Pine Options are exercised.

(2) Percentages are calculated based on 74,444,783 Resulting Issuer Shares issued and outstanding on the Transaction Closing Date, assuming the Subscription Receipt Conversion and the exercise of 1,513,054 Black Pine Options and up to 27,500,000 SR Warrants.

Available Funds and Principal Purposes

Funds Available

The table below sets out the estimated funds available to the Resulting Issuer as at February 28, 2026, after giving effect to the Transaction and assuming completion of the Concurrent Financing and that the anticipated amount under the Concurrent Financing is raised (the " Available Funds ").

Source of funds	Amount(1)	Amount(2)
Estimated AQR working capital	$(122,090)	$(122,090)
Estimated Black Pine working capital	$176,883(3)	$176,883(3)
Estimated Escrowed Funds	$1,020,000(4)	$2,020,000(4)
Total estimated available funds:	$1,074,793	$2,074,793

Note:

(1) Assuming $1,500,000 is raised under the Concurrent Financing.

(2) Assuming $2,500,000 is raised under the Concurrent Financing.

(3) Assumes no exercise of Black Pine Options or SR Warrants prior to the Effective Time and does not include the Escrowed Funds. It is anticipated that the Escrowed Funds will be released by the SR Agent to Black Pine and AQR immediately prior to the Effective Time, assuming the Subscription Receipt Conversion.

(4) A finder's fee of up to 10% of the Escrowed Proceeds is payable from the Escrowed Funds on or after the date on which the Escrowed Funds will be released to Black Pine and AQR.

Principal Purposes of Funds Available

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The table below sets out the proposed use of the Available Funds as at February 28, 2026, by the Resulting Issuer for the first 12 months.

Principal uses of estimated Available Funds	Amount(1)	Amount(2)
Completion of Phase 1 of the exploration programonthe Sugarloaf Property	$300,000(3)	$300,000(3)
General and administrative	$319,972(4)	$319,972(4)
Estimated transactioncosts	$209,000(5i)	$309,000(5ii)
Unallocated working capital	$245,821	$1,145,821
Total uses of funds:	$1,074,793	$2,074,793

Notes:

(1) Assuming $1,500,000 is raised under the Concurrent Financing.
(2) Assuming $2,500,000 is raised under the Concurrent Financing.
(3) The Phase 1 exploration program recommended in the Technical Report is $300,000. See " Information Concerning Black Pine – Description of the Business – Technical Report ".
(4) The general and administrative costs are anticipated to be comprised of NEO salaries and management fees of $144,900, legal fees of $5,000, sustaining fees of $6,000, costs related to the annual general meeting of shareholders of the Resulting Issuer of $6,000, transfer agent and filing fees of $12,000, shareholder communication fees of $5,000, audit related fees of $25,000, travel fees of $10,000, office and administration fees of $66,072, consulting of $30,000 and additional miscellaneous costs of $10,000.
(5) Estimated transaction costs are anticipated to be comprised of TSXV filing fee of $10,000, legal fees of $40,000, transfer agent costs (including any costs associated with the Meeting) of $9,000, and finders fees of $150,000[(1)] or $250,000[(2)] .

Selected Pro Forma Financial Information

Balance sheet data	As of December 31, 2025
Current assets	$1,238,591
Total assets	$1,663,204
Currentliabilities	$483,365
Total liabilities	$483,365
Shareholders'equity	$1,179,839

Dividend Policy

There will be no restrictions in the Resulting Issuer's articles or other constating documents that could prevent the Resulting Issuer from paying dividends. However, it is not contemplated that any dividends will be paid on any Resulting Issuer Shares in the immediate future. The Resulting Issuer Board will determine if, and when, dividends will be declared and paid in the future from funds properly applicable to the payment of dividends based on the Resulting Issuer's financial position at the time.

Principal Securityholders

Except as disclosed below, to the knowledge of AQR and Black Pine, no securityholder is anticipated to own of record or beneficially, directly or indirectly, or exercise control or direction over more than 10% of any class of voting securities of the Resulting Issuer immediately after the Transaction Closing.

Name and municipality of residence	Number and class of security (% of class)	Type of ownership
Joe DeVries(1) Delta, British Columbia	3,150,001 Resulting Issuer Shares(2) (8.89)%(3)	Beneficial and of record

Notes:

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(1) Mr. DeVries is the sole shareholder of Simco. Concurrently with the Transaction Closing, it is anticipated that the Resulting Issuer will enter into the Simco Agreement to retain Simco as an independent contractor to provide the Simco Services for consideration of $5,506.20 per month. The Resulting Issuer will also reimburse Simco for all reasonable out-of-pocket expenses, plus a 10% payment charge. See " Information Concerning the Resulting Issuer – Executive Compensation – Employment, Consulting and Management Agreements ".
(2) It is anticipated that Mr. DeVries will be issued 125,000 Resulting Issuer Options, each exercisable for the purchase of one Resulting Issuer Share at a price of $0.10 per share until March 31, 2027, in exchange for the 125,000 Black Pine Options held by Mr. DeVries as at the date hereof.
(3) Percentage is calculated based on an aggregate of 35,431,729 Resulting Issuer Shares anticipated to be outstanding on the Effective Date, assuming the Subscription Receipt Conversion and no exercise of Black Pine Options. On a fully-diluted basis, assuming the Subscription Receipt Conversion and the exercise of 1,513,054 Resulting Issuer Options and up to 15,000,000 Resulting Issuer Warrants, Mr. DeVries holds 6.30% of the Resulting Issuer Shares.

Officers, Directors and Promoters

Name, Occupation and Security Holdings

The table below sets out (a) the name and municipality of each person proposed as a director or an officer of the Resulting Issuer, or a Promoter of the Resulting Issuer, (b) all positions and offices in the Resulting Issuer to be held by such person, (c) the principal occupation(s) during the preceding five years, (d) the period during which such person has served as a director or officer of Black Pine or AQR, and (e) the number and percentage of Resulting Issuer Shares to be beneficially owned by such person, directly or indirectly, or over which control or direction will be exercised, as of the date of the Amalgamation.

				Number (and
		Positions and		percentage) of
		offices with	Director or	Resulting Issuer
Name and municipality of	Principal occupations for	the Resulting	officer	Shares owned or
residence	the previous five years	Issuer	since	controlled(1)
Keturah Nathe(2) Pitt Meadows, B.C.	Corporate advisor for several public companies; director and/or officer of several public companies; CEO and President of AQR since June2017.	Corporate Secretary, Director	June 12, 2017	850,000 (2.40%)
Teresa Cherry Vancouver, B.C.	Accountant (CA) consultant providing management and accounting consulting services to public companies; CFO and Secretary of AQR since June 2017	Chief Financial Officer	June 12, 2017	100,000 (0.28%)
Elyssia Patterson(2) Vancouver, B.C.	Oversees corporate communications, marketing, investor relations, and corporate development services for several publicly traded companies.	Director	N/A(2)	Nil
Richard Drew Martel Vancouver, B.C.	Consulting for companies in mining, energy and early stage venture capital companies; CEO and President and Director of Black Pine since October 2017	Chief Executive Officer, Director	N/A(2)	1,664,800 (4.70%)
Richard Kern Reno, Nevada, U.S.A.	Professional geologist and President of Great Basin Resources Inc; President & CEO of Iconic Minerals and is director of several public companies.	Director	N/A(2)	Nil
Richard Barnett Port Moody, B.C.	CFO and Secretary of several TSX-V listed companies since 2008; CFO or Controller of	Director	June 12, 2017	450,000 (1.27%)

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				Number (and
		Positions and		percentage) of
		offices with	Director or	Resulting Issuer
Name and municipality of	Principal occupations for	the Resulting	officer	Shares owned or
residence	the previous five years	Issuer	since	controlled(1)
	public companies for over 25 years. Director of several public companies
Joe DeVries(2) Delta, B.C.	Business Manager for several public companies; CEO, President and a director of Altima Resources Ltd. and Petrichor Energy Inc.	Director	March 1, 2022	3,150,001 (8.89%)

Note:

(1) Percentages are calculated on an undiluted basis and are based on an aggregate of 35,431,729 Resulting Issuer Shares anticipated to be outstanding on the Effective Date, assuming the Subscription Receipt Conversion none of the persons listed in the table above participate, directly or indirectly, in the Concurrent Financing, the Subscription Receipt Conversion and no exercise of Black Pine Options or SR Warrants prior to the Effective Time.

(2) Proposed member of the Resulting Issuer Audit Committee. Keturah Nathe is the proposed chair of the Resulting Issuer Audit Committee

All directors of the Resulting Issuer will hold office until the first annual general meeting of the Resulting Issuer following the Transaction Closing unless they resign prior thereto or are removed by the shareholders of the Resulting Issuer in accordance with applicable law.

It is anticipated that the directors and officers of the Resulting Issuer, as a group, will own, directly or indirectly, or exercise control or direction over, 6,364,801 Resulting Issuer Shares immediately following the Transaction Closing, assuming the Subscription Receipt Conversion and no exercise of Black Pine Options.

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with bonuses to be considered and determined by the Black Pine Board on an annual basis, which may include stock options, special warrants or bonus fees. The Martel Consulting Agreement does not contain provisions relating to change of control, severance or constructive dismissal.

Management

The following is a brief description of each of the proposed directors and officers of the Resulting Issuer (including details with regard to their principal occupations for the last five years).

Keturah Nathe, Director, Corporate Secretary, Age: 46

Ms. Nathe brings 19 years' experience at both public and private companies in various industries including: mineral exploration and development, oil and gas, technology, agriculture, and property development. Her experience includes corporate and regulatory compliance, structuring and execution of debt and equity financings, corporate strategy, identifying and evaluating acquisition targets and due diligence reviews, industry/market research/valuations, and contract negotiations. Ms. Nathe is the Chief Financial Officer and/or director several junior public companies that trade on the TSXV, NEX, and the Canadian Securities Exchange.

Ms. Nathe is not an employee or independent contractor of AQR or Black Pine and has not entered into a non-competition or confidentiality agreement with AQR or Black Pine. It is not expected Ms. Nathe will become an employee or independent contractor of the Resulting Issuer. It is expected that she will devote approximately 15% of her time to the business of the Resulting Issuer to effectively fulfill her duties as an officer and a member of the Resulting Issuer Board.

Teresa Cherry, Chief Financial Officer, Age: 46

Ms. Cherry is the Chief Financial Officer of several junior public companies that trade on the TSXV, NEX, and the Canadian Securities Exchange. She has over 10 years' experience assisting public companies with financial reporting in the exploration, development, and production stages. Ms. Cherry is a member of the Chartered Professional Accountants of British Columbia (CPA, CGA).

Ms. Cherry is not an employee or independent contractor of AQR or Black Pine and has not entered into a non-competition or confidentiality agreement with AQR or Black Pine. It is not expected Ms. Cherry will become an employee or independent contractor of the Resulting Issuer. It is expected that she will devote approximately 15% of her time to the business of the Resulting Issuer to effectively fulfill her duties as an officer of the Resulting Issuer.

Elyssia Patterson, Director, Age: 40

Ms. Patterson is a finance and corporate development executive with extensive experience guiding private companies through the process of going public on the TSXV and the Canadian Securities Exchange (CSE).

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As CEO of Lycan Capital Corp., she oversees corporate communications, marketing, investor relations, and corporate development services for publicly traded companies. Her previous roles include Director at BuildDirect.Com Technologies Inc. (TSXV: BILD), CFO at Quebec Innovative Materials Corp. (CSE: QIMC), CFO at Quebec Nickel Corp. (CSE: QNI), CFO and Director at Snowy Owl Gold (CSE: SNOW), Director at Lophos Holdings (CSE: MESC) as well as Director for Diagnamed Holdings Corp. (CSE: DMED) and Starmet Ventures (CSE: STAR). Ms. Patterson has a strong background in corporate finance, strategic planning, and investor relations. She holds a Bachelor of Arts in Communication from Simon Fraser University, an MBA from Queensland University of Technology, and is currently enrolled in the Directors Education Program at the University of Toronto - Rotman School of Management.

Ms. Patterson is not an employee or independent contractor of AQR or Black Pine and has not entered into a noncompetition or confidentiality agreement with AQR or Black Pine. It is not expected Ms. Patterson will become an employee or independent contractor of the Resulting Issuer. It is expected that she will devote approximately 10% of her time to the business of the Resulting Issuer to effectively fulfill her duties as a member of the Resulting Issuer Board.

Richard Drew Martel, Chief Executive Officer, Director, Age: 59

Mr. Martel has been involved with private and publicly listed companies for the past 27 years. Currently, Drew is the principal of RAMM Communications Corp, a private consultancy firm specializing in advising growth companies in mining, energy and early-stage venture capital companies. Mr. Martel has held senior management positions as Corporate Development and Marketing with Tan Range Resources Co., New Millennium Metals Corp., which merged with Platinum Group Metals Ltd. (TSX: PTM), Kiska Metals Corporation, Balmoral Resources Ltd., MAG Silver Corp. (TSX: MAG), Constantine Metals Resources Ltd. and Canagold Resources Corp. (TSX: CCM).

Mr. Martel is not an employee or independent contractor of AQR or Black Pine and has not entered into a non-competition or confidentiality agreement with AQR or Black Pine. It is not expected Mr. Martel will become an employee or independent contractor of the Resulting Issuer. It is expected that he will devote approximately 45% of his time to the business of the Resulting Issuer to effectively fulfill his duties as a member of the Resulting Issuer Board.

Richard Kern, Director, Age: 79

Mr. Kern, B.Sc., M.Sc., is a professional geologist with over 37 years of experience in mineral exploration in the U.S., Central America, South America and Australia. He has been involved in major discoveries in the Western U.S. and Australia. Mr. Kern's areas of expertise include establishing base, precious metal and lithium exploration programs throughout North America, with an emphasis on the Western U.S. Mr. Kern has strong analytical skills focusing on a mixture of methods such as practical field geology, geochemistry and drilling with state of the art GIS, geochemical and geophysical methods. Mr. Kern is currently the president of GBR and CEO of Iconic Minerals Ltd. (TSXV: ICM) and has held executive and management level positions in North Mining, Inc., Homestake Mining Company (NYSE: HM), Superior Oil Company, and the U.S. Geological Survey.

Mr. Kern is not an employee or independent contractor of AQR or Black Pine and has not entered into a non-competition or confidentiality agreement with AQR or Black Pine. It is not expected Mr. Kern will become an employee or independent contractor of the Resulting Issuer. It is expected that he will devote approximately 10% of his time to the business of the Resulting Issuer to effectively fulfill his duties as a member of the Resulting Issuer Board.

Joe DeVries, Director, Age: 65

Mr. DeVries is a businessman with over 32 years' experience in assisting public companies with financing, development and administration. He has facilitated the building of shareholder equity value with

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development capital. He is presently Interim CEO President and a director of Altima Energy Inc (TSXV: ARH), CEO, President and a director of Petrichor Energy Inc. (TSXV: PTP) and a director of AQR.

Mr. DeVries is not an employee or independent contractor of AQR or Black Pine and has not entered into a non-competition or confidentiality agreement with AQR or Black Pine. It is not expected Mr. DeVries will become an employee or independent contractor of the Resulting Issuer. It is expected that he will devote approximately 10% of his time to the business of the Resulting Issuer to effectively fulfill his duties as a member of the Resulting Issuer Board.

Mr. Joe DeVries is a "related party" (as such term is defined in MI 61-101) to AQR and is anticipated to be a "related party" to the Resulting Issuer on the Transaction Closing Date. Mr. DeVries is also the sole shareholder of Simco. Concurrently with the Transaction Closing, it is anticipated that the Resulting Issuer will enter into the Simco Agreement to retain Simco as an independent contractor to provide the Simco Services for consideration of $5,506.20 per month. The Resulting Issuer will also reimburse Simco for all reasonable out-of-pocket expenses, plus a 10% payment charge. See " Information Concerning the Resulting Issuer – Executive Compensation – Employment, Consulting and Management Agreements ".

Richard Barnett, Chief Financial Officer, Age: 68

Mr. Barnett is a Chartered Professional Accountant (CPA, CGA) and has been director, CFO or Controller for several public companies for over 30 years.

Mr. Barnett is not an employee or independent contractor of AQR or Black Pine and has not entered into a non-competition or confidentiality agreement with AQR or Black Pine. It is not expected Mr. Barnett will become an employee or independent contractor of the Resulting Issuer. It is expected that he will devote approximately 10% of his time to the business of the Resulting Issuer to effectively fulfill his duties as a member of the Resulting Issuer Board.

Promoter

Richard Drew Martel may be considered to be a Promoter of Black Pine and the Resulting Issuer, as he took the initiative in founding and organizing the business of Black Pine. Mr. Martel is the CEO and President of Black Pine and is anticipated to act as CEO and a director of the Resulting Issuer. As of the date hereof, Mr. Martel owns 1,664,800 Black Pine Shares and holds 538,054 Black Pine Options, representing 13.82% of the Black Pine Shares on an undiluted basis, 13.38% on a partially-diluted basis, and 12.63% on a fullydiluted basis. Mr. Martel does not own any securities of AQR. Immediately after the Transaction Closing, Mr. Martel is anticipated to beneficially own, or control or direct 1,664,800 Resulting Issuer Shares and hold 538,054 Resulting Issuer Options, representing 4.69% of the anticipated issued and outstanding Resulting Issuer Shares on an undiluted basis (assuming (i) the anticipated amount under the Concurrent Financing is raised, (ii) Mr. Martel does not participate, directly or indirectly, in the Concurrent Financing, (iii) the Subscription Receipt Conversion and (iv) no exercise of Black Pine Options or SR Warrants prior to the Effective Time), 6.12% on a partially-diluted basis (assuming (i) the anticipated amount under the Concurrent Financing is raised, (ii) Mr. Martel does not participate, directly or indirectly, in the Concurrent Financing, (iii) the Subscription Receipt Conversion, and (iv) no exercise of Black Pine Options or SR Warrants prior to the Effective Time, other than the 538,054 Black Pine Options held by Mr. Martel) and 4.24% on a fully-diluted basis (assuming (i) the anticipated amount under the Concurrent Financing is raised, (ii) Mr. Martel does not participate, directly or indirectly, in the Concurrent Financing, (iii) the Subscription Receipt Conversion and (iv) the exercise of 1,513,054 Black Pine Options and 15,000,000 SR Warrants).

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Other than a disclosed below, no proposed director or executive officer of the Resulting Issuer, has, within the last ten years prior to date of this Circular, been a director, CFO or CEO of any company that was

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subject to an Order that was issued after such person ceased to be a director, CEO or CFO and which resulted from an event that occurred while such person was acting in that capacity.

Mr. Joe DeVries has been the CEO of Altima Energy Inc. since October of 2016 and Mr. Richard Barnett has been the CFO of the company since July 2009. At the request of management of the company, on June 29, 2022, the BCSC issued an MCTO against certain insiders of the company, including Messrs. DeVries and Barnett, for failure to file the company's annual audited financial statements, MD&A and related certifications for the financial year ended February 28, 2022. On September 12, 2022, the BCSC issued a CTO against the company for failure to file the company's annual audited financial statements, MD&A and related certifications for the financial year ended February 28, 2022, and the company's interim financial statements, MD&A and related certifications for the period ended May 31, 2022. The MCTO and the CTO were revoked by the BCSC on October 12, 2022 and;

At the request of management of the company, on July 2, 2025, the BCSC issued an MCTO against certain insiders of the company, including Messrs. DeVries and Barnett, for failure to file the company's annual audited financial statements, MD&A and related certifications for the financial year ended February 28, 2025. On September 3, 2025, the BCSC issued a CTO against the company for failure to file the company's annual audited financial statements, MD&A and related certifications for the financial year ended February 28, 2025, and the company's interim financial statements, MD&A and related certifications for the periods ended May 31, 2025, August 30, 2025, and November 30, 2025.

Christopher P. Cherry was a director and officer of 1040426 BC Ltd., 1040433 BC Ltd., 1040440 BC Ltd., 1040442 BC Ltd. and Genix Pharmaceutical Corp., companies that are reporting issuers in the provinces of British Columbia and Alberta. On December 2, 2016, the British Columbia Securities Commission ("BCSC") issued a cease trade order ("CTO") against these companies, their directors, officers and insiders for failure to file financial statements and management's discussion and analysis (together, the "Financial Materials") for the year ended July 31, 2016. The BCSC also issued deficiency notices to each of 1040440 BC Ltd. and Genix Pharmaceutical Corp. for failure to file first quarter financial statements and management's discussion & analysis for the period ended October 31, 2016. On May 23, 2017, the BCSC issued revocation orders for each of 1040426 BC Ltd., 1040433 BC Ltd. and 1040442 BC Ltd. (now Zenith Exploration Inc.) and the CTOs were lifted. On September 20, 2017, the BCSC issued a revocation order for 1040440 BC Ltd. and the CTO was lifted. On April 13, 2018, the BCSC issued a revocation order for Genix Pharmaceutical Corp. and the CTO was lifted.

Mr. Cherry is the CFO and a director of ESG Global Impact Inc. (formerly Block One Capital Inc.) ("ESG Global"). On January 2, 2019, the BCSC issued a CTO against ESG Global and Mr. Cherry, as an insider of ESG Global, for failure to file Financial Materials for the year ended August 31, 2018. On January 31, 2019, the BCSC issued a revocation order for ESG Global and the CTO was lifted.

Mr. Cherry was the CFO of NetCents Technology Inc. ("NetCents") from October 2018 to May 21, 2021. On March 1, 2019, at the request of management of NetCents, the BCSC issued a CTO against the insiders of NetCents for failure to file Financial Materials for the year ended October 31, 2018. On March 29, 2019, the BCSC issued a revocation order for NetCents and the CTO was lifted. Also, On March 1, 2020, the BCSC issued a CTO against NetCents and its insiders for failure to file Financial Materials for the year ended October 31, 2019. On March 29, 2020, the BCSC issued a revocation order for NetCents and the CTO was lifted. On June 17, 2020, the BCSC issued a revocation order for NetCents and the MCTO was lifted.

On June 9, 2020, at the request of management of the Company, the Company submitted an application to the BCSC for a management cease trade order (the "MCTO") for the postponement of filing its Financial Materials for the year ended December 31, 2019 and Financial Materials for the quarter ended March 31, 2020. On July 16, 2020, the BCSC issued a revocation order for the Company and its insiders and the MCTO was lifted. Adrian Hobkirk, Christopher P. Cherry, Fernando Erik Villarroel Alcocer and Gordon Neal, directors and officers of the Company, were all subject to the MCTO for the Company.

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Mr. Cherry was the CFO of WPD Pharmaceuticals Inc. ("WPD"). On June 16, 2020, the BCSC issued a CTO against WPD and its insiders for failure to file the Financial Materials for the year ended December 31, 2019. On July 31, 2020, the BCSC issued a revocation order and the CTO was lifted.

Mr. Cherry was the CFO of Mojave Brads Inc. and was the subject of a CTO from January 18, 2016 to April 5, 2016 for failure to file financial statements. Documents were filed and the CTO was lifted.

Mr. Cherry is the CFO and a director of Gold Port Corporation ("Gold Port"). On July 22, 2020, the BCSC issued a CTO against Gold Port and its insiders for failure to file Financial Materials for the year ended December 31, 2019. On September 3, 2020, the BCSC issued a revocation order for Gold Port and the CTO was lifted. Also on May 4, 2022, the BCSC issued a deficiency notice to Gold Port for failure to file Financial Materials for the year ended December 31, 2021. On June 10, 2022, the BCSC issued a revocation order and the CTO was lifted.

Mr. Cherry was the CFO and a director of Aegis Critical Energy Defence Corp. (formerly Energy Plug Technologies Corp. and formerly VPN Technologies Inc.) ("QESS"). On November 5, 2020, the BCSC and Ontario Securities Commission (the "OSC") issued a CTO against QESS and its insiders for failure to file Financial Materials for the year ended June 30, 2020. On December 31, 2020, the BCSC issued a revocation order for QESS and the CTO was lifted. Also on November 4, 2021, the BCSC issued a CTO against QESS and its insiders for failure to file Financial Materials for the year ended June 30, 2021. On June 15, 2022, the BCSC and OSC issued a revocation order and the CTO was lifted. On June 16, 2022, the CSE reinstated the common shares of QESS for trading.

Mr. Cherry was the former CFO of Blackwell Intelligence Inc. ("Blackwell"). On May 9, 2022, the BCSC issued a CTO against Blackwell and its insiders for failure to file the Financial Materials for the year ended December 31, 2021. On July 28, 2022, the BCSC issued a revocation order and the CTO was lifted.

Mr. Cherry was the CFO of AuQ Gold Mining Inc. On June 29, 2021, the BCSC issued a CTO against the Company and its insiders for failure to file the Financial Materials for the year ended February 28, 2021. On August 17, 2021, the BCSC issued a revocation order and the CTO was lifted.

Mr. Cherry is the CFO and a director of Lynx Global Digital Finance Corp. and is currently subject to a CTO as a result of not filing its financial statements for the year ended December 31, 2021 and 2022. This CTO was issued on May 9, 2022.

Mr. Cherry is the Interim CEO and CFO of Eon Lithium Corp. (formerly, Angel Gold Corp.) ("EON"). On May 3, 2022, at the request of management, EON submitted an application to the BCSC for an MCTO for the postponement of filing its Financial Materials for the year ended December 31, 2021. On May 30, 2022, the BCSC issued a revocation order and the MCTO was lifted. On May 6, 2025, the BCSC issued a CTO against EON and its insiders for failure to file the Financial Materials for the year ended December 31, 2024, and on May 9, 2025, the BCSC issued a revocation order and the CTO was lifted.

On March 24, 2017, the Court of Queen's Bench of Alberta granted an application of the Wellstar Energy Corp. ("Wellstar") lenders, to appoint Grant Thornton Limited (the "Receiver") as receiver and manager over the assets, undertakings and property of WellStar and its wholly owned subsidiary Nexxtep Resources Ltd ("Nexxtep"). The Receiver is charged with managing the day-to-day affairs of Wellstar and Nexxtep during the period of its appointment. Mr. Cherry resigned as CFO effective March 24, 2017 and as a director in May 2017.

Mr. Cherry is the CFO of Global Hemp Group Inc. ("Global Hemp"). On January 29, 2025, at the request of management, Global Hemp submitted an application to the BCSC for a MCTO for the postponement of filing its Financial Materials for the year ended September 30, 2024. This MCTO remains in effect. On April 15, 2025, the BCSC issued a CTO against Global Hemp for failure to file its Financial Materials for the interim period ended December 31, 2024. This MCTO remains in effect.

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No proposed director or executive officer of the Resulting Issuer, or a shareholder holding a sufficient number of securities of the Resulting Issuer to affect materially the control of the Resulting Issuer, has, within the ten years prior to the date of this Circular: (a) been a director or executive officer of any company that, while such person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (b) become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such person.

Penalties and Sanctions

No proposed director, officer or shareholder anticipated to hold a sufficient number of securities of the Resulting Issuer to affect materially the control of the Resulting Issuer has 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 been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder making a decision about the Transaction.

Interests of Management and Others in Material Transactions

Except as disclosed elsewhere in this Circular, to the knowledge of AQR and Black Pine, no proposed director or executive officer of the Resulting Issuer, or person or company that will beneficially own, or control or direct, directly or indirectly, more than 10% of the Resulting Issuer Shares on completion of the Transaction, or any associate or affiliate of the foregoing, has had any material interest, direct or indirect, in any transaction within the three most recently completed financial years of AQR and Black Pine, respectively, or during the current financial year of AQR and Black Pine, respectively, prior to the date of this Circular that has materially affected or is reasonably expected to materially affect the Resulting Issuer.

Black Pine entered into a consulting agreement with Richard Drew Martel (the "Martel Consulting Agreement") pursuant to which Mr. Martel agrees to act as Black Pine's CEO beginning on May 1, 2022,

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Non-Arm's Length Transactions ", " Information Concerning the Resulting Issuer – Officers, Directors and Promoters – Conflicts of Interest ", " Information Concerning the Resulting Issuer – Executive Compensation – Employment, Consulting and Management Agreements " and " Information Concerning the Resulting Issuer – Risk Factors ".

Conflicts of Interest

In addition, certain directors and officers of the Resulting Issuer are associated with other reporting issuers or other corporations that may give rise to conflicts of interest.

In accordance with the BCBCA, directors or officers of the Resulting Issuer who have a material interest in a material contract or a proposed material contract with the Resulting Issuer are required, subject to certain exceptions, to disclose that interest and generally abstain from voting on any resolution to approve the contract. In addition, the directors are required to act honestly and in good faith with a view to the best interests of the Resulting Issuer.

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Black Pine entered into a consulting agreement with Richard Drew Martel (the "Martel Consulting Agreement") pursuant to which Mr. Martel agrees to act as Black Pine's CEO beginning on May 1, 2022, for a term of one year and renewable on a month-to-month basis, subject to a 30 day termination notice period. Under this consulting agreement, Mr. Martel is paid a base management fee of $7,500 per month, with bonuses to be considered and determined by the Black Pine Board on an annual basis, which may include stock options, special warrants or bonus fees. The Martel Consulting Agreement does not contain provisions relating to change of control, severance or constructive dismissal.

Non-Arm's Length Transactions ", " Information Concerning the Resulting Issuer – Officers, Directors and Promoters – Interests of Management and Others in Material Transactions ", " Information Concerning the Resulting Issuer – Officers, Directors and Promoters – Other Reporting Issuer Experience ", " Information Concerning the Resulting Issuer – Executive Compensation – Employment, Consulting and Management Agreements " and " Information Concerning the Resulting Issuer – Risk Factors ".

Other Reporting Issuer Experience

The table below sets out information of the proposed directors and officers of the Resulting Issuer that are, or have been within the five years prior to the date hereof, directors, officers or Promoters of other reporting issuers.

Name	Name of reporting issuer	Exchange	Position	From	To
Keturah Nathe	Nevada Lithium Resources Inc (NVLH)	CSE	Director	Jul 7/23	Present
	American Biofuels Inc. (ABS)	TSXV	Interim President,	Mar 20/19	Present

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Name	Name of reporting issuer	Exchange	Position	From	To
			CEO, Director
	Iconic Minerals Ltd. (ICM)	TSXV	Director	Jan 14/19	Present
	St. Georges Eco Mining (SX)	CSE	Director	Aug 2/21	Present
	Latin Explore Inc (LXE)	TSXV	President CEO, Director	Jan 30/26	Present
Richard Barnett	Altima Energy Inc.. (ARH)	TSXV	CFO, Secretary and Director	Jul 31/09	Present
	Iconic Minerals Ltd. (ICM)	TSXV	CFO, Secretary	Jan 30/09	Present
	Petrichor Energy Inc. (PTP)	TSXV	CFO, Secretary and Director	Jul 31/09	Present
	St-Georges Eco-Mining Corp (KNOX)	CSE	CFO	May 22/15	Present
	Vault Strategic Mining Corp	TSXV	CFO	Aug 2/22	Present
	American Biofuels Inc. (ABS)	TSXV	Director	Dec 3/08	Present
	Gold Port Corporation (GPO)	CSE	Director	Jul 20/20	Present
Joe DeVries	Petrichor Energy Inc. (PTP)	TSXV	President, CEO, Director	Aug 25/05	Present
	Altima Energy Inc.(ARH)	TSXV	President, CEO, Director	Oct 28/16	Present
Elyssia Patterson	Build Direct.com Technologies Inc.	TSXV	Director	Sept 2019	Aug 2021
	Quebec Innovative Materials Corp.	CSE	CFO	Sept 2020	April 2023
	Quebec Nickel Corp.	CSE	CFO	Oct 2020	Jan 2022
	Stamet Ventures Inc.	CSE	CFO	Oct 2022	Oct 2024
	DiagnamedHoldings Corp	CSE	Director	Oct2022	Oct2024
	Lophos Holdings Inc.	CSE	Director	Aug 2023	Apr 2024
	Uriel Gas Holdings Corp	TSXV	Director	Sept 2025	Present
	Latin Metals Inc. (LMS)	TSXV	VP IR	April 2025	Present
	Latin Explore Inc. (LXE)	TSXV	VP IR	Feb 2026	Present
	Fjordland Exploration Inc. (FEX)	TSXV	Director	Aug 2025	Present
Richard Kern	Iconic Minerals Ltd	TSXV	CEO and Director	Jul 2007	Present
	Nevada Lithium Resources Inc.	CSE	CFO & Director	Jul 2023	Present
	NSJ Gold Corp	CSE	CFO	Mar 2021	Present

Audit Committee and Corporate Governance

Audit Committee

It is anticipated that the only committee of the Resulting Issuer Board following the Transaction Closing will be the Resulting Issuer Audit Committee. The Resulting Issuer Audit Committee is anticipated to be comprised of Joe DeVries, Elyssia Patterson and Richard Barnett. The chair of the Resulting Issuer Audit Committee is anticipated to be Richard Barnett. Joe DeVries and Elyssia Patterson are considered independent within the meaning of NI 52-110. Richard Barnett is not considered independent due to his

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role as the current Chief Financial Officer of Black Pine. Each Resulting Issuer Audit Committee member is "financially literate", within the meaning of NI 52-110 and possesses education or experience that is relevant for the performance of their responsibilities as a Resulting Issuer Audit Committee member. See " Information Concerning the Resulting Issuer – Officers, Directors and Promoters – Management ".

The mandate of the Resulting Issuer Audit Committee will be to assist the Resulting Issuer Board in fulfilling its oversight responsibilities relating to financial accounting, reporting and internal controls for the Resulting Issuer. The Resulting Issuer Audit Committee will be responsible for: conducting reviews and discussions with management and the external auditors relating to the audit and financial reporting; assessing the integrity of internal controls and financial reporting procedures; ensuring implementation of internal controls and procedures; reviewing the quarterly and annual financial statements and MD&A of the Resulting Issuer; selecting and monitoring the independence, performance and remuneration of the external auditors; oversight of all disclosure relating to financial information. The Resulting Issuer Audit Committee will also be responsible for reviewing and following the procedures established in the Resulting Issuer's codes, policies and guidelines as may be established from time to time.

The Audit Committee's Charter

It is anticipated that the charter of the Resulting Issuer Audit Committee will be identical to the charter of the AQR Audit Committee.

Relevant Education and Experience

Richard Barnett: Mr. Barnett is a Chartered Professional Accountant (CPA, CGA) and has been director, CFO or Controller for several public companies for over 30 years.

Joe DeVries : Mr. DeVries is a businessman with over 30 years' experience in assisting public companies with financing development and administration. He has facilitated the building of shareholder equity value with development capital. He is presently Interim CEO President and a director of Altima Energy Inc. (TSXV: ARH), CEO, President and a director of Petrichor Energy Inc. (TSXV: PTP) and a director of AQR.

Elyssia Patterson : Ms. Patterson has acted in the capacity of Chief Financial Officer and/or director of several junior public companies that trade on the TSXV and the Canadian Securities Exchange.

Reliance on Certain Exemptions

It is anticipated that the Resulting Issuer will rely on the exemption in section 6.1 of NI 52-110 from the requirements of Parts 3 (Composition of the Audit Committee) and 5 (Reporting Obligations) of NI 52-110.

Pre-Approval Policies and Procedures

It is anticipated that the Resulting Issuer Audit Committee will adopt specific policies and procedures for the engagement of non-audit services.

Corporate Governance

National Policy 58-201 establishes corporate governance guidelines which apply to all public companies. The Company has reviewed its own corporate governance practices in light of these guidelines. In certain cases, the Company's practices comply with the guidelines, however, the Board considers that some of the guidelines are not suitable for the Company at its current stage of development and therefore these guidelines have not been adopted. National Instrument 58-101 mandates disclosure of corporate governance practices which disclosure is set out below.

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Independence of Members of Board

The Resulting Issuer Board will consist of six directors: Keturah Nathe, Richard Barnett, Richard Drew Martel, Richard Kern Joe DeVries and Elyssia Patterson. Joe DeVries and Elyssia Patterson are considered independent as such term is defined in NI 52-110. Richard Barnett is not considered independent, as he currently serves as CFO of Black Pine. Richard Drew Martel is not considered independent as he will serve as CEO of the Resulting Issuer. Joe DeVries is not considered independent as he is the sole shareholder of Simco, which will receive payments from the Resulting Issuer pursuant to the Simco Agreement.

Management Supervision by Board

The size of the Resulting Issuer is such that all the Resulting Issuer's operations are anticipated to be conducted by a small management team which is also represented on the Board. The Board considers that management is effectively supervised by the independent directors on an informal basis as the independent directors are actively and regularly involved in reviewing the operations of the Company and have regular and full access to management. The independent directors are, however, able to meet at any time without any members of management including the non-independent directors being present. Further supervision is performed through the audit committee which is composed of a majority of independent directors who meet with the Company's auditors without management being in attendance.

Participation of Directors in Other Reporting Issuers

The participation of the directors in other reporting issuers is described in the table provided under " Information Concerning the Resulting Issuer – Officers, Directors and Promoters Other Reporting Issuer Experience " in this Information Circular.

Orientation and Continuing Education

While it is not anticipated that the Resulting Issuer will have formal orientation and training programs, new members of the Resulting Issuer Board will be provided with:

access to recent, publicly filed documents of the Resulting Issuer, technical reports and the Resulting Issuer's internal financial information; and
access to management.

Resulting Issuer Board members will be encouraged to communicate with management, auditors and technical consultants; to keep themselves current with industry trends and developments and changes in legislation with management's assistance; and to attend related industry seminars. Resulting Issuer Board members will have full access to the Resulting Issuer's records.

Ethical Business Conduct

Good corporate governance is an integral component to the success of the Resulting Issuer and to meet its responsibilities to shareholders. A reputation for integrity is an important asset and it is anticipated that the Resulting Issuer will set high standards of personal and business integrity for its employees, and will conduct its business in accordance with those high standards. The Resulting Issuer will obey the law wherever it operates. It is expected that the Resulting Issuer's business conduct and the personal actions of its employees will reflect the spirit and intent of the laws under which the Resulting Issuer operates and its employees live. The Resulting Issuer's employees are encouraged to act so that others will view the Resulting Issuer and its employees as having the very highest standards of integrity. Ultimately there is no way to assure proper behavior, except through the actions of each employee. No set rules of conduct will apply to every possible situation. Common sense and judgment supported by a deeply ingrained tradition of integrity provides the Resulting Issuer's foundation.

Nomination of Directors

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It is anticipated that Resulting Issuer Board will determine new nominees to the Resulting Issuer Board, although it is not anticipated that a formal process will be adopted. It is anticipated that nominees to the Resulting Issuer Board will be the result of recruitment efforts by the Resulting Issuer Board members, including both formal and informal discussions among Resulting Issuer Board members and the CEO. It is anticipated that the Resulting Issuer Board will monitors but not formally assess the performance of individual Resulting Issuer Board members or committee members or their contributions.

Compensation of Directors and the CEO

It is anticipated that the Resulting Issuer Board will include two directors who are independent, as such term is defined in NI 52-110: Joe DeVries and Elyssia Patterson. It is anticipated that these directors will have the responsibility for determining compensation for the directors and senior management of the Resulting Issuer.

To determine compensation payable, it is anticipated that the independent directors will review compensation paid for directors and CEOs (or persons acting in a similar capacity to CEO, such as Presidents) of companies of similar size and stage of development in the mining industry and determines an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the directors and senior management while taking into account the financial and other resources of the Resulting Issuer. In setting the compensation, it is anticipated that the independent directors will review the performance of the CEO (or President) annually in light of the Resulting Issuer's objectives and consider other factors that may have impacted the success of the Resulting Issuer in achieving its objectives.

Board Committees

It is not anticipated that the Resulting Issuer will have any board committees other than the Resulting Issuer Audit Committee, as it is anticipated that the directors will be actively involved in the operations of the Resulting Issuer and the size of the Resulting Issuer's operations is not anticipated to warrant a larger board of directors

Assessments

It is not anticipated that formal assessments would be useful at this stage of the Resulting Issuer's development. It is anticipated that the Reporting Issuer Board will conduct informal annual assessments of the Resulting Issuer Board's effectiveness, the individual directors and any committees of the Resulting Issuer Board. To assist in its review, it is anticipated that the Resulting Issuer Board will conduct informal surveys of its directors.

Expectations of Management

It is anticipated that the Resulting Issuer Board will expect management to operate the business of the Resulting Issuer in a manner that enhances shareholder value and is consistent with the highest level of integrity. Management is expected to execute the Resulting Issuer's business plan.

Executive Compensation

For the purposes of this section, the Named Executive Officers are Richard Drew Martel (Chief Executive Officer), and Teresa Cherry (Chief Financial Officer). The table below sets out the anticipated compensation of the NEOs or the Resulting Issuer for the 12 month period following the Transaction Closing.

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Name and position	Salary, consulting fee, retainer or commission	Bonus	Committee or meeting fees	Value of perquisites	Value of all other compensation	Total compensation
Richard Drew Martel, Chief Executive Officer	$56,700	Nil	Nil	Nil	Nil	$56,700
Teresa Cherry, Chief Financial Officer	$56,700	Nil	Nil	Nil	Nil	$56,700

Compensation Discussion and Analysis

When determining compensation policies and individual compensation levels for the Resulting Issuer's executive officers a variety of factors will be considered, including: the overall financial and operating performance of the Resulting Issuer; each executive officer's individual performance and contribution towards meeting corporate objectives; each executive officer's level of responsibility and length of service; and industry comparable.

The Resulting Issuer's compensation philosophy for its executive officers will follow three underlying principles: to provide compensation packages that encourage and motivate performance; to be competitive with other companies in the industry in which it operates, which are of similar size and scope of operations, so as to attract and retain talented executives; and to align the interests of its executive officers with the long-term interests of the Resulting Issuer and its shareholders through stock related programs.

The Resulting Issuer's compensation arrangements for its directors and officers, may, in addition to salary, include compensation in the form of bonuses upon the achievement of certain milestones and the granting of stock options. Stock options previously granted are not included in perquisites as the exercise price is out of the money and therefore current value is nil. The compensation policy of the Resulting Issuer may be re-evaluated in the future to emphasize increased base salaries and/or cash bonuses with a reduced reliance on option awards, depending upon the future development of Black Pine and other factors which may be considered relevant by the Resulting Issuer Board, from time to time.

Following the Transaction Closing, it is anticipated that the Resulting Issuer will adopt the policies of Black Pine, subject to amendment from time to time, in respect to the compensation of its executive officers. See " Information Concerning Black Pine – Executive Compensation ".

Pension Plan Benefits

The Resulting Issuer does not intend to implement any deferred compensation plan or pension plan that provides for payments or benefits at, following or in connection with retirement.

Employment, Consulting and Management Agreements

Upon Completion of the Qualifying Transaction, the Resulting Issuer will assume Black Pine's obligations under existing employment and consulting agreements. See " Information Concerning Black Pine – Employment, Consulting and Management Agreements ".

Concurrently with the Transaction Closing and as contemplated in the Merger Agreement, it is anticipated that the Resulting Issuer will enter into the Simco Agreement to retain Simco as an independent contractor to provide certain services, including, but not limited to:

(a) acting as the registered and records office of the Resulting Issuer;

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(b) arranging for corporate, administrative and accounting services, including in connection with financings the Resulting Issuer may engage in;
(c) providing office space and equipment associated with running an office, including telephones, office supplies, etc.
(d) arranging for payment of certain office expenses, including, but not limited to, costs associated with facsimile and photocopying, long distance charges, courier charges and costs associated with purchasing office supplies; and
(e) providing securities and regulatory reporting services,

(collectively, the " Simco Services ").

The Resulting Issuer will pay to Simco an aggregate of $5,506.20 (plus GST) per month in consideration for the Simco Services. The Resulting Issuer further agrees to reimburse Simco for all reasonable out-ofpocket expenses plus a 10% payment charge on such expenses, which are incurred in connection with the performance of the Simco Services. The Resulting Issuer will engage Simco for an initial period of 12 months, which will automatically renew for a further period of 12 months unless terminated by 30 days written notice by either party. The Simco Agreement may be terminated for cause or without cause by the Resulting Issuer.

Mr. Joe DeVries, an anticipated Related Party (as such term is defined in MI 61-101) to the Resulting Issuer is the sole shareholder of Simco. The Resulting Issuer anticipates that the Simco Agreement and the transactions contemplated thereunder are exempt from the formal valuation and shareholder approval requirements set forth in Section 5.4(1) and 5.6 of MI 61-101, respectively, as the fair market value of the consideration paid or to be paid to Simco will not exceed 25% of the market capitalization of the Resulting Issuer at the time of entering into such agreement for the purposes of section 5.5(a) and 5.7(1)(a) of MI 61101.

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period. Under this consulting agreement, Mr. Martel is paid a base management fee of $7,500 per month, with bonuses to be considered and determined by the Black Pine Board on an annual basis, which may include stock options, special warrants or bonus fees. The Martel Consulting Agreement does not contain provisions relating to change of control, severance or constructive dismissal.

Non-Arm's Length Transactions ", " Information Concerning the Resulting Issuer – Officers, Directors and Promoters – Interests of Management and Others in Material Transactions ", " Information Concerning the Resulting Issuer – Officers, Directors and Promoters – Conflicts of Interest " and " Information Concerning the Resulting Issuer – Risk Factors ".

Compensation of Directors

Following the Transaction Closing, it is anticipated that the Resulting Issuer will adopt the policies of Black Pine, subject to amendment from time to time, in respect to compensation of its directors. See " Information Concerning Black Pine – Executive Compensation – Compensation of Directors ".

Indebtedness of Directors and Officers

As of the Transaction Closing, no proposed director, executive officer or senior officer of the Resulting Issuer or any Associate thereof, is anticipated to be indebted to the Resulting Issuer or any of its subsidiaries.

No director, executive officer or other senior officer of AQR or Black Pine or person who acted in such capacity in the last financial year of AQR or Black Pine or proposed director or officer of the Resulting Issuer, or any Associate of any such director or officer is, or has been, at any time since the incorporation of AQR or Black Pine, indebted to AQR or Black Pine nor is, or at any time since the incorporation/amalgamation of AQR or Black Pine has, any indebtedness of any such person been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by AQR or Black Pine.

Investor Relations Arrangements

The Resulting Issuer does not anticipate entering into any written or oral agreement or understanding with any person to provide any promotional or investor relations services for the Resulting Issuer.

Security Based Compensation

Omnibus Equity Compensation Plan

At the Meeting, AQR Shareholders will be asked to approve the Omnibus Plan. If approved, in is anticipated that the Omnibus Plan will be implemented following the Transaction Closing. The Omnibus Plan provides for the flexibility to grant equity-based incentive awards in the form of Resulting Issuer Options, Resulting Issuer RSUs, Resulting Issuer DSUs, Resulting Issuer PSUs and Resulting Issuer SARs.

All future Resulting Issuer Equity Awards will be issued pursuant to and governed by the Omnibus Plan and no future Resulting Issuer Options will be issued pursuant to or governed by the terms of the Omnibus Plan. To the extent any Resulting Issuer Equity Awards under the Omnibus Plan are terminated or cancelled for any reason prior to being exercised in full, the Resulting Issuer Shares subject to such Resulting Issuer

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Equity Awards (or any portion(s) thereof) shall be added back to the number of Resulting Issuer Shares reserved for issuance under the Omnibus Plan.

A summary of the Omnibus Plan is set out under the heading " Meeting and Proxy Related Information – Matters To Be Acted Upon at the Meeting – Approval and Ratification of the ". Such summary is qualified in its entirety by the full text of the Omnibus Plan, a copy of which can be found attached as Schedule R hereto.

The Omnibus Plan allows the Resulting Issuer to grant equity-based incentive awards in the form of Resulting Issuer Options, Resulting Issuer RSUs, Resulting Issuer PSUs, Resulting Issuer DSUs and Resulting Issuer SARs, as described in further detail below.

Resulting Issuer Options

The table below sets out a description of the Resulting Issuer Options anticipated to be outstanding immediately after the Transaction Closing, by category of option holder.

Category of option holder	Number of options
Allproposed officers oftheResultingIssueras a group	1,088,054(1)
All proposed directors of the Resulting Issuer as a group who are not also officers	250,000(2)
Allotheranticipatedholders of ResultingIssuerOptions	175,000(3)

Notes :

(1) Comprised of 538,054 Resulting Issuer Options to be held by Mr. Richard Drew Martel, the proposed CEO of the Resulting Issuer, 175,000 Resulting Issuer Options to be held by Ms. Teresa Cherry, the proposed CFO of the Resulting Issuer, and 375,000 Resulting Issuer Options to be held by Ms. Keturah Nathe, the proposed Corporate Secretary of the Resulting Issuer.

(2) Comprised of 125,000 Resulting Issuer Options to be held by Mr. Richard Kern, and 125,000 Resulting Issuer Options to be held by Mr. Joe DeVries.

(3) These Resulting Issuer Options are anticipated to be held by Mr. Richard Barnett, the current CFO of Black Pine. It is anticipated that Mr. Barnett will act as the sole director of Amalco. Mr. Barnett will also act as a director of the Resulting Issuer.

Following the Transaction Closing, the Resulting Issuer may issue options to new directors and officers in such amounts as may be determined by the Resulting Issuer Board. Such options will be issued at the Market Price pursuant to the Omnibus Plan and the rules of the TSXV.

Escrowed Securities

There are two categories of escrow which the Resulting Issuer Shares will be subject to: (i) CPC Escrow; and (ii) QT Escrow. The CPC Escrowed Shares are subject to the CPC Escrow Agreement, while the QT Escrow Securities will be subject to the QT Escrow Agreement to be entered into by the Resulting Issuer, Computershare Investor Services Inc., as escrow agent, and the holders of the QT Escrow Securities, on the terms and conditions prescribed by Exchange policies.

CPC Escrow

The CPC Escrow Securities are held in escrow by Computershare Investor Services Inc. pursuant to the terms of the CPC Escrow Agreement, as amended pursuant to the CPC Escrow Amendment. The CPC Escrow Securities are currently subject to the release schedule set out in the table below.

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Percentage of shares to be released	Date of release
25%	Date of Final QT Exchange Bulletin
25%	6 months from Final QT Exchange Bulletin
25%	12 monthsfrom FinalQT ExchangeBulletin
25%	18 months from Final QT Exchange Bulletin

The table below sets out the anticipated holders of the CPC Escrow Securities prior to giving effect to the Transaction and after giving effect to the Transaction.

		Prior to giving effect to the	Prior to giving effect to the	After giving effect to the	After giving effect to the
		Transaction		Transaction
		Number of		Number of
		CPC Escrow		CPC Escrow
		Securities		Securities to
		held in	Percentage	be held in	Percentage
Name	Designation of class	escrow	of class(1)	escrow	of class(2)
Christian Wirth	Common shares	400,000	8.89%	300,000	0.85%
JoeDeVries	Commonshares	1,400,001(3)	31.11%	1,050,001(3)	2.96%
Keturah Nathe	Common shares	100,000	2.22%	75,000	0.21%
Teresa Cherry	Commonshares	100,000	2.22%	75,000	0.21%
Huitt Tracey	Common shares	200,000	4.44%	150,000	0.42%
Christopher Cherry	Common shares	100,000(4)	2.22%	75,000	0.21%
Richard Barnett	Common shares	200,000	4.44%	150,000	0.42%

Notes:

(1) Percentages are calculated based on 4,500,001 AQR Shares outstanding as of the date of this Circular.

(2) Percentages are calculated based on 35,431,729 Resulting Issuer Shares anticipated to be issued and outstanding immediately after the Transaction Closing, assuming the Subscription Receipt Conversion and no exercise of Black Pine Options.

(3) These AQR Shares are held through Simco, a private company that is wholly owned by Mr. DeVries.

(4) These AQR Shares are held through Cherry Consulting Ltd., a private company that is wholly owned by Mr. Cherry.

QT Escrow

Following the Transaction Closing, certain Principals of the Resulting Issuer will enter into the QT Escrow Agreement, pursuant to which such Principals will deposit the QT Escrow Securities which they hold with Computershare Investor Services Inc. until they are released in accordance with the QT Escrow Agreement. It is anticipated that the QT Escrow Securities will be subject to the release schedule set out in the table below.

Percentage of shares to be released	Date of release
10%	Date of FinalQT ExchangeBulletin
15%	6 months from Final QT Exchange Bulletin
15%	12 months from Final QT Exchange Bulletin
15%	18 months from Final QT Exchange Bulletin
15%	24 months from Final QT Exchange Bulletin
15%	30monthsfrom FinalQT ExchangeBulletin
15%	36 months from Final QT Exchange Bulletin

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The table below sets out the anticipated Principals of the Resulting Issuer anticipated to hold QT Escrow Securities subject to QT Escrow prior to giving effect to the Transaction and after giving effect to the Transaction.

		Prior to giving effect to the	Prior to giving effect to the	After giving effect to the	After giving effect to the
		Transaction		Transaction
		Number of		Number of
		QT Escrow		QT Escrow
		Securities		Securities to
		held in	Percentage	be held in	Percentage
Name	Designation of class	escrow	of class	escrow	of class(1)
Christian Wirth	Common Shares	400,000	1.13%	360,000	1.02%
Joe DeVries	Common shares	1,750,000(2)	4.94%	1,575,000(2)	4.45%
Keturah Nathe	Commonshares	850,000	2.40%	765,000	2.16%
Teresa Cherry	Common Shares	100,000	0.28%	90,000	0.25%
HuittTracey	CommonShares	300,000	0.85%	270,000	0.76%
Christopher Cherry	Common shares	600,000	1.69%	540,000	1.52%
Richard Drew Martel	Common shares	1,664,800	4.70%	1,498,320	4.23%
Albert Szmigielski	Common shares	244,828	0.69%	220,345	0.62%
Stevens & Company Corporate Advisory ServicesLtd.	Common shares	297,100	0.84%	267,390	0.75%
Triumph Advisory Services	Common shares	67,500	0.19%	60,750	0.17%
WendyMarko	Commonshares	15,000	0.04%	13,500	0.04%
Peter Chow-White	Common shares	150,000	0.42%	135,000	0.38%
Sandy Green	Commonshares	50,000	0.14%	45,000	0.13%
Jerry Huang	Common shares	40,000	0.11%	36,000	0.10%

Notes:

(1) Percentages are calculated based on 35,431,729 Resulting Issuer Shares anticipated to be issued and outstanding immediately after the Transaction Closing, assuming the Subscription Receipt Conversion and that no Black Pine Options are exercised prior to the Effective Time.

(2) These Resulting Issuer Shares are anticipated to be issued in exchange for 1,750,000 Black Pine Shares, 250,000 of which are held by Mr. DeVries directly, 500,000 of which are held by Mr. DeVries through G&O Energy Investments Ltd., a private company that is wholly owned by Mr. DeVries, and 1,000,000 of which are held by Mr. DeVries through Simco, a private company that is wholly owned by Mr. DeVries.

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Combined Escrow

The table below sets out the anticipated holders of CPC Escrow Securities and QT Escrow Securities subject to CPC Escrow and QT Escrow, respectively, prior to giving effect to the Transaction and after giving effect to the Transaction.

		Prior to giving effect to the	Prior to giving effect to the	After giving effect to the	After giving effect to the
		Transaction		Transaction
		Number of		Number of
		securities		securities to
		held in	Percentage	be held in	Percentage
Name	Designation of class	escrow	of class(1)	escrow	of class(2)
Christian Wirth	Common shares	800,000	2.26%	660,000	1.86%
Joe DeVries	Common shares	3,150,001(3)	8.89%	2,625,001(4)	7.41%
Keturah Nathe	Common shares	950,000	2.68%	840,000	2.37%
Teresa Cherry	Commonshares	200,000	0.56%	165,000	0.47%
Huitt Tracey	Common shares	500,000	1.41%	420,000	1.19%
ChristopherCherry	Commonshares	700,000(5)	1.98%	615,000(6)	1.74%
Richard Barnett	Common shares	200,000	0.56%	150,000	0.42%
Richard Drew Martel	Common shares	1,664,800	4.70%	1,498,320	4.23%
Albert Szmigielski	Common shares	244,828	0.69%	220,345	0.62%
Stevens & Company Corporate Advisory ServicesLtd.	Common shares	297,100	0.84%	267,390	0.75%
Triumph Advisory Services	Common shares	67,500	0.19%	60,750	0.17%
WendyMarko	Commonshares	15,000	0.04%	13,500	0.04%
Peter Chow-White	Common shares	150,000	0.42%	135,000	0.38%
Sandy Green	Commonshares	50,000	0.14%	45,000	0.13%
Jerry Huang	Common shares	40,000	0.11%	36,000	0.10%

Notes:

(1) Percentages are calculated based on 4,500,001 AQR Shares outstanding as of the date of this Circular.

(3) These AQR Shares are held through Simco, a private company that is wholly owned by Mr. DeVries.

(4) Based on (a) 100,000 AQR Shares held through Simco, a private company that is wholly owned by Mr. DeVries and (b) 1,750,000 Resulting Issuer Shares anticipated to be issued in exchange for 1,750,000 Black Pine Shares, 250,000 of which are held by Mr. DeVries directly, 500,000 of which are held by Mr. DeVries through G&O Energy Investments Ltd., a private company that is wholly owned by Mr. DeVries, and 1,000,000 of which are held by Mr. DeVries through Simco, a private company that is wholly owned by Mr. DeVries.

(5) These AQR Shares are held through Cherry Consulting Ltd., a private company that is wholly owned by Mr. Cherry.

(6) Based on (a) 100,000 AQR Shares held through Cherry Consulting Ltd., a private company that is wholly owned by Mr. Cherry and (b) 500,000 Resulting Issuer Shares anticipated to be issued in exchange for 500,000 Black Pine Shares.

Other Resale Restrictions

In addition to the CPC Escrow and the QT Escrow, certain Black Pine Shareholders have entered into voluntary lock up agreements with AQR and Black Pine, whereby such shareholders agree not to directly or indirectly, without (a) the prior written consent of AQR and Black Pine prior to the Transaction Closing, and the prior written consent of AQR after the Transaction Closing, offer, sell, contract to sell, lend, swap, monetize, pledge, or enter into any other agreement to transfer the economic consequences of ownership of, or otherwise dispose of or deal with, or publicly announce any such intention, whether through the facilities of a stock exchange, by private placement or otherwise, the Black Pine Shares held by such locked up shareholder's, or any Resulting Issuer Shares that the locked up shareholder will receive in exchange for the locked up shareholder's Black Pine Shares at the Effective Time, for a period beginning on the date of the lock up agreement until and to the extent that the locked up securities are released in accordance with the release schedule set out in the table below.

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% of Locked Up Securities	Release Date
10%	The date of the Final QT Exchange Bulletin (the"Final Bulletin Date")
15%	6 month anniversary of the Final Bulletin Date
15%	12 month anniversary of the Final Bulletin Date
15%	18 month anniversary of the Final Bulletin Date
15%	24 monthanniversary oftheFinal Bulletin Date
15%	30 month anniversary of the Final Bulletin Date
15%	36monthanniversary oftheFinal Bulletin Date

The table below sets out certain information regarding the Black Pine Shares that are subject to the Lock Up Agreements, after giving effect to the Transaction.

Designation of class	Aggregate number of securities subject to lock up agreements	Percentage of class(1)
Commonshares	7,751,306	21.87%

Note:

(1) Percentage is calculated based on 35,431,729 Resulting Issuer Shares anticipated to be issued and outstanding immediately after the Transaction Closing, assuming the Subscription Receipt Conversion and that no Black Pine Options are exercised prior to the Effective Time.

Auditor, Transfer Agent and Registrar

The transfer agent and registrar for the Resulting Issuer Shares is anticipated to be Computershare Investor Services Inc., the current transfer agent and registrar for the AQR Shares, and the auditor of the Resulting Issuer is anticipated to be DMCL LLP, Chartered Professional Accountants, located at 1500 – 1140 West Pender Street, Vancouver, British Columbia V6E 4G1.

Risk Factors

Forward-Looking Information May Prove Inaccurate

Readers are cautioned not to place undue reliance on Forward-Looking Information. By its nature, ForwardLooking Information involves numerous assumptions, known and unknown risk and uncertainties, of both a general and specific nature, that could cause actual results to differ materially from those suggested by the Forward-Looking Information or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate.

Readers should carefully consider the risk factors set out in this Circular and consider all other information contained herein before making a decision with respect to the Amalgamation. If any of the risks described herein materialize, the business, financial condition or results of operations of the Resulting Issuer could be materially and adversely affected. Additional risks and uncertainties not currently known to or currently seen as immaterial by management of Black Pine and AQR may also materially and adversely affect the business, financial condition or results of operations of the Resulting Issuer.

Resulting Issuer May Issue Additional Equity Securities.

Following the Transaction Closing, the Resulting Issuer may issue equity securities to finance its activities. If the Resulting Issuer were to issue additional equity securities, the ownership interest of existing Resulting Issuer shareholders may be diluted and some or all of the Resulting Issuer's financial measures on a per share basis could be reduced. Moreover, as the Resulting Issuer's intention to issue additional equity securities becomes publicly known, the Resulting Issuer's share price may be materially adversely affected.

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Being a Public Company May Increase Price Volatility

In the event the Transaction is completed, the Resulting Issuer's status as a reporting issuer may increase price volatility due to various factors, including the ability to buy or sell Resulting Issuer Shares, different market conditions in different capital markets and different trading volumes. In addition, low trading volume may increase the price volatility of the Resulting Issuer Shares. The increased price volatility could adversely affect the results of operations or financial condition.

Negative Operating Cash Flow

AQR and Black Pine have negative operating cash flow and no history of earnings and have had negative cash flow from operating activities since inception. The Sugarloaf Property is in the exploration stage and there are no known mineral resources or reserves and the proposed exploration program on the Sugarloaf Property is exploratory in nature. Significant capital investment will be required to achieve commercial production from the Sugarloaf Property. There is no assurance that the Sugarloaf Property will generate earnings, operate profitably or provide a return on investment in the future. Accordingly, the Resulting Issuer may be required to obtain additional financing in order to meet its future cash commitments.

Potential Profitability Depends Upon Factors Beyond the Control of the Resulting Issuer

The potential profitability of mineral properties is dependent upon many factors beyond the Resulting Issuer's control. For instance, world prices of and markets for copper and other minerals are unpredictable, highly volatile, potentially subject to governmental fixing, pegging and/or controls and respond to changes in domestic, international, political, social and economic environments. Another factor is that rates of recovery of mined ore may vary from the rate experienced in tests and a reduction in the recovery rate will adversely affect profitability and, possibly, the economic viability of a property.

Profitability also depends on the costs of operations, including costs of labour, equipment, electricity, water environmental compliance or other production inputs. Such costs will fluctuate in ways the Resulting Issuer cannot predict and are beyond the Resulting Issuer's control, and such fluctuations will impact on profitability and may eliminate profitability altogether. Additionally, due to worldwide economic uncertainty, the availability and cost of funds for development and other costs have become increasingly difficult, if not impossible, to project. These changes and events may materially affect the financial performance of the Resulting Issuer.

Dependence on Outside Parties

Substantial expenditures are required to establish commercial production on the Sugarloaf Property. The Resulting Issuer will rely on outside consultants, engineers and others for their development, construction and operating expertise. If such parties' work is deficient or negligent or is not completed in a timely manner, it could have a material adverse effect on the business of the Resulting Issuer.

Risks Inherent in Strategic Alliances

The Resulting Issuer may enter into strategic alliances with third parties that it believes will complement or augment its existing business. The Resulting Issuer's ability to complete strategic alliances is dependent upon, and may be limited by, the availability of suitable candidates and capital. In addition, strategic alliances could present unforeseen integration obstacles or costs, may not enhance the Resulting Issuer's business, and may involve risks that could adversely affect the Resulting Issuer, including significant amounts of management time that may be diverted from operations to pursue and complete such transactions or maintain such strategic alliances. Future strategic alliances could result in the incurrence of additional debt, costs and contingent liabilities, and there can be no assurance that future strategic alliances will achieve the expected benefits to the Resulting Issuer's business or that the Resulting Issuer will be able to consummate future strategic alliances on satisfactory terms, or at all.

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Dependence on Key Management Personnel

The success of the Resulting Issuer is dependent upon the ability, expertise, judgment, discretion and good faith of its senior management as well as certain consultants (the " Key Personnel "). The Resulting Issuer's future success depends on its continuing ability to attract, develop, motivate, and retain the Key Personnel. Qualified individuals for Key Personnel positions are in high demand, and the Resulting Issuer may incur significant costs to attract and retain them. The loss of the services of Key Personnel, or an inability to attract other suitably qualified persons when needed, could have a Material Adverse Effect on the Resulting Issuer's ability to execute on its business plan and strategy, and the Resulting Issuer may be unable to find adequate replacements on a timely basis, or at all. While employment and consulting agreements are customarily used as a primary method of retaining the services of Key Personnel, these agreements cannot assure the continued services of such individuals and consultants.

Management's Limited Experience of Managing a Public Company

The Resulting Issuer anticipates that it will develop control systems and procedures required to operate as a public company, but these systems and procedures could place a significant strain on the Resulting Issuer's management systems, infrastructure and other resources. The Resulting Issuer can provide no assurances that its management's past experience will be sufficient to enable the Resulting Issuer to successfully operate as a public company. Although management has engaged a number of professional service providers to assist the Resulting Issuer with complying with its continuous disclosure, filing, and other requirements applicable to public entities, if management of the Resulting Issuer is unable to satisfactorily manage the Resulting Issuer as a public entity and ensure that it remains in compliance with all continuous disclosure and other requirements applicable to public entities, there could occur a material adverse effect on the Resulting Issuer's business, financial condition and results of operations.

Conflicts of Interest

The Resulting Issuer may be subject to various potential conflicts of interest because of the fact that some of its officers, directors and consultants may be engaged in a range of business activities. The Resulting Issuer's executive officers, directors and consultants may devote time to their outside business interests, so long as such activities do not materially or adversely interfere with their duties to the Resulting Issuer. In some cases, the Resulting Issuer's executive officers, directors and consultants may have fiduciary obligations associated with these business interests that interfere with their ability to devote time to the Resulting Issuer's business and affairs and that could adversely affect the Resulting Issuer's operations. These business interests could require significant time and attention of the Resulting Issuer's executive officers, directors and consultants.

In addition, the Resulting Issuer may also become involved in other transactions which conflict with the interests of its directors, officers and consultants who may from time to time deal with persons, firms, institutions or corporations with which the Resulting Issuer may be dealing, or which may be seeking investments similar to those desired by it. The interests of these persons could conflict with those of the Resulting Issuer. In addition, from time to time, these persons may be competing with the Resulting Issuer for available investment opportunities. Conflicts of interest, if any, will be subject to the procedures and remedies provided under applicable laws. In particular, in the event that such a conflict of interest arises at a meeting of the Resulting Issuer's directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with applicable laws, the directors of the Resulting Issuer are required to act honestly, in good faith and in the best interests of the Resulting Issuer.

Several of the Resulting Issuer's directors and officers act as directors and officers of other mineral exploration companies and all are engaged and will continue to be engaged in the search for additional business opportunities on behalf of other companies and situations may arise where these directors and officers will be in direct competition with the Resulting Issuer. Conflicts, if any, will be dealt with in accordance with the relevant provisions of the BCBCA. In order to avoid the possible conflict of interest which may arise between the directors' duties to the Resulting Issuer and their duties to the other companies

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on whose boards they serve, the directors and officers of the Resulting Issuer will endeavor to adhere to the following: (1) participation in other business ventures offered to the directors will be allocated between the various companies and on the basis of prudent business judgment and the relative financial abilities and needs of the companies to participate; (2) no commissions or other extraordinary consideration will be paid to such directors and officers; and (3) business opportunities formulated by or through other companies in which the directors and officers are involved will not be offered to the Resulting Issuer except on the same or better terms than the basis on which they are offered to third party participants.

Fraudulent or Illegal Activity by Employees, Contractors and Consultants

The Resulting Issuer may be exposed to the risk that its employees, independent contractors and consultants may engage in fraudulent or other illegal activity. Misconduct by these parties could include intentional, reckless and/or negligent conduct or disclosure of unauthorized activities to the Resulting Issuer that violates: (a) government regulations; (b) federal and provincial healthcare fraud and abuse laws and regulations; or (c) laws that require the true, complete and accurate reporting of financial information or data. It may not always be possible for the Resulting Issuer to identify and deter such misconduct by its employees and other third parties, and the precautions taken by the Resulting Issuer to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting the Resulting Issuer from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. If any such actions are instituted against the Resulting Issuer, and it is not successful in defending itself or asserting its rights, such actions could have a significant impact on the Resulting Issuer's business, including the imposition of civil, criminal and administrative penalties, damages, monetary fines, contractual damages, reputational harm, diminished profits and future earnings, and curtailment of Resulting Issuer's operations, any of which could have a Material Adverse Effect on the Resulting Issuer's business, financial condition, results of operations or prospects.

Reputational Risk

Reputational damage can result from the actual or perceived occurrence of any number of events, and could include any negative publicity, whether true or not. The increased usage of social media and other web-based tools used to generate, publish and discuss user-generated content and to connect with other users has made it increasingly easier for individuals and groups to communicate and share opinions and views, whether true or not. Reputation loss may result in decreased customer confidence and an impediment to the Resulting Issuer's overall ability to advance its products and services with customers, thereby having a material adverse impact on its financial performance, financial condition, cash flows and growth prospects.

Internal Controls

Effective internal controls are necessary for the Resulting Issuer to provide reliable financial reports and to help prevent fraud. Although the Resulting Issuer will undertake a number of procedures and will implement a number of safeguards in order to help ensure the reliability of its financial reports, including those imposed on the Resulting Issuer under applicable law, in each case the Resulting Issuer cannot be certain that such measures will ensure that the Resulting Issuer maintains adequate control over financial processes and reporting. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm the Resulting Issuer's results of operations or cause it to fail to meet its reporting obligations. If the Resulting Issuer or its auditors discover a material weakness, the disclosure of that fact, even if quickly remedied, could reduce the market's confidence in the Resulting Issuer's consolidated financial statements and could result in a Material Adverse Effect on the business, results of operations and financial condition of the Resulting Issuer.

General Economic Risks

The Resulting Issuer's operations could be affected by the economic context should interest rates, inflation or the unemployment level reach levels that influence consumer trends and spending and, consequently, impact the Resulting Issuer's sales and profitability.

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Any investors should further consider, among other factors, the Resulting Issuer's prospects for success in light of the risks and uncertainties encountered by companies that, like the Resulting Issuer, are in their early stages. For example, unanticipated expenses and problems or technical difficulties may occur, which may result in material delays in the operation of the Resulting Issuer's business. The Resulting Issuer may not successfully address these risks and uncertainties or successfully implement its operating strategies. If the Resulting Issuer fails to do so, it could materially harm the Resulting Issuer's business to the point of having to cease operations and could impair the value of the Resulting Issuer's securities.

Uncertainty of Use of Proceeds

Although the Resulting Issuer has set out its intended use of proceeds, these intended uses are estimates only and subject to change. While management does not contemplate any material variation, management does retain broad discretion in the application of such proceeds. The failure by the Resulting Issuer to apply these funds effectively could have a Material Adverse Effect on the Resulting Issuer's business, including the Resulting Issuer's ability to achieve its stated business objectives.

Failure to Successfully Integrate or Obtain Benefits From Acquired Businesses

The Resulting Issuer may grow by acquiring businesses. The consummation and integration of any acquired business, product or other assets into the Resulting Issuer may be complex and time consuming and, if such businesses and assets are not successfully integrated, the Resulting Issuer may not achieve the anticipated benefits, cost-savings or growth opportunities. Furthermore, these acquisitions and other arrangements, even if successfully integrated, may fail to further the Resulting Issuer's business strategy as anticipated, expose the Resulting Issuer to increased competition or other challenges with respect to the Resulting Issuer's products or geographic markets, and expose the Resulting Issuer to additional liabilities associated with an acquired business, technology or other asset or arrangement.

Liquidity and Additional Financing

There is no guarantee that the Resulting Issuer will be able to achieve its business objectives. The continued development of the Resulting Issuer may require additional financing. The failure to raise such capital could result in the delay or indefinite postponement of current business objectives or the Resulting Issuer going out of business. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to the Resulting Issuer. If additional funds are raised through issuances of equity or convertible debt securities, existing shareholders could suffer significant dilution. In addition, from time to time, the Resulting Issuer may enter into transactions to acquire assets or the shares of other corporations. These transactions may be financed wholly or partially with debt, which may temporarily increase the Resulting Issuer's debt levels above industry standards. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for the Resulting Issuer to obtain additional capital and to pursue business opportunities, including potential acquisitions. The Resulting Issuer may require additional financing to fund its operations to the point where it is generating positive cash flows. Negative cash flow may restrict the Resulting Issuer's ability to pursue its business objectives.

Difficulty to Forecast

Black Pine has relied largely on its own market research to forecast sales as detailed forecasts are not generally obtainable from other sources. A failure in the demand for its products to materialize as a result of competition, technological change or other factors could have a Material Adverse Effect on the business, results of operations and financial condition of the Resulting Issuer.

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The Market Price of the Resulting Issuer Shares may be subject to Wide Price Fluctuations

The market price of the Resulting Issuer Shares may be subject to wide fluctuations in response to many factors, including variations in the operating results of the Resulting Issuer and its subsidiaries, divergence in financial results from analysts' expectations, changes in earnings estimates by stock market analysts, changes in the business prospects for the Resulting Issuer and its subsidiaries, general economic conditions, legislative changes, and other events and factors outside of the Resulting Issuer's control. In addition, stock markets have from time to time experienced extreme price and volume fluctuations, which, as well as general economic and political conditions, could adversely affect the market price for the Resulting Issuer Shares.

Management of Growth

The Resulting Issuer may be subject to growth-related risks. The ability of the Resulting Issuer to manage growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train and manage its employee base. The inability of the Resulting Issuer to deal with this growth may have a Material Adverse Effect on the Resulting Issuer's business, financial condition, results of operations and growth prospects.

Inability of Resulting Issuer to Turn a Profit or Generate Immediate Revenues

There is no assurance as to whether the Resulting Issuer will be profitable or pay dividends. The Resulting Issuer has incurred and anticipates that it will continue to incur substantial expenses relating to the development of its business. The payment and amount of any future dividends will depend upon, among other things, the Resulting Issuer's results of operations, cash flow, financial condition, and operating and capital requirements. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividends.

Equity Price Risk

The Resulting Issuer may be exposed to equity price risk as a result of holding long-term investments in other companies. Just as investing in the Resulting Issuer is inherent with risks such as those set out in this Circular, by investing in these other companies, the Resulting Issuer may be exposed to the risks associated with owning equity securities and those risks inherent in the investee companies.

Anti-Money Laundering Laws and Regulation Risks

The Resulting Issuer is subject to a variety of laws and regulations domestically and internationally that concern money laundering, financial recordkeeping and proceeds of crime, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), as amended and the rules and regulations thereunder, the Criminal Code (Canada) and any related or similar rules, regulations or guidelines, issued, administered or enforced by governmental authorities internationally.

In the event that any of the Resulting Issuer's proceeds, any dividends or distributions therefrom, or any profits or revenues accruing from operations were found to be in violation of money laundering legislation or otherwise, such transactions may be viewed as proceeds of crime under one or more of the statutes noted above or any other applicable legislation. This could restrict or otherwise jeopardize the ability of the Resulting Issuer to declare or pay dividends, effect other distributions or subsequently repatriate such funds back to Canada.

General Regulation

Existing and future laws and regulations may impede the Resulting Issuer's growth strategies. Unfavourable changes in regulations and laws could increase its cost of doing business or otherwise have a Material Adverse Effect on the Resulting Issuer's reputation, popularity, results of operations, and financial condition.

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The requirements of being a public company may strain the Resulting Issuer's resources, divert management's attention and affect its ability to attract and retain executive management and qualified board members.

As a reporting issuer, the Resulting Issuer will be subject to the reporting requirements of applicable securities legislation of the jurisdiction in which it is a reporting issuer, the listing requirements of the TSXV and other applicable securities rules and regulations. Compliance with these rules and regulations will increase the Resulting Issuer's legal and financial compliance costs, make some activities more difficult, time consuming or costly and increase demand on its systems and resources. Applicable securities laws require the Resulting Issuer to, among other things, file certain annual and quarterly reports with respect to its business and results of operations. In addition, applicable securities laws require the Resulting Issuer to, among other things, maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve its disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. Specifically, due to the increasing complexity of its transactions, it is anticipated that the Resulting Issuer will improve its disclosure controls and procedures and internal control over financial reporting primarily through the continued development and implementation of formal policies, improved processes and documentation procedures, as well as the continued sourcing of additional finance resources. As a result, management's attention may be diverted from other business concerns, which could harm the Resulting Issuer's business and results of operations. To comply with these requirements, the Resulting Issuer may need to hire more employees in the future or engage outside consultants, which will increase its costs and expenses.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. The Resulting Issuer intends to continue to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management's time and attention from revenue generating activities to compliance activities. If its efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against the Resulting Issuer and the Resulting Issuer's business may be adversely affected.

As a public company subject to these rules and regulations, the Resulting Issuer may find it more expensive for it to obtain director and officer liability insurance, and it may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for the Resulting Issuer to attract and retain qualified members of its board of directors, particularly to serve on its audit committee and compensation committee, and qualified executive officers. As a result of disclosure of information in filings required of a public company, The Resulting Issuer's business and financial condition will become more visible, which may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, the Resulting Issuer's business and results of operations could be harmed, and even if the claims do not result in litigation or are resolved in its favor, these claims, and the time and resources necessary to resolve them, could divert the resources of the Resulting Issuer's management and harm its business and results of operations.

Challenging Global Financial Conditions

Global financial conditions have been characterized by increased volatility, with numerous financial institutions having either gone into bankruptcy or having to be rescued by government authorities. Global financial conditions could suddenly and rapidly destabilize in response to future events, as government authorities may have limited resources to respond to future crises. Global capital markets have continued to display increased volatility in response to global events. Future crises may be precipitated by any number

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of causes, including natural disasters, geopolitical instability, changes to energy prices or sovereign defaults. Any sudden or rapid destabilization of global economic conditions could negatively impact the ability of the Resulting Issuer, or the ability of the operators of the companies in which the Resulting Issuer will hold interests, to obtain equity or debt financing or make other suitable arrangements to finance their projects. If increased levels of volatility continue or in the event of a rapid destabilization of global economic conditions, it may result in a Material Adverse Effect on the Resulting Issuer and the price of the Resulting Issuer's securities could be adversely affected.

Credit and Liquidity Risk

The Resulting Issuer will be exposed to counterparty risks and liquidity risks including, but not limited to:

through suppliers of the Resulting Issuer which may experience financial, operational or other difficulties, including insolvency, which could limit or suspend those suppliers' ability to perform their obligations under agreements with the Resulting Issuer;
through financial institutions that may hold the Resulting Issuer's cash and cash equivalents;
through companies that will have payables to the Resulting Issuer;
through the Resulting Issuer's insurance providers, if any; and
through the Resulting Issuer's lenders, if any.

The Resulting Issuer will also be exposed to liquidity risks in meeting its operating expenditure requirements in instances where cash positions are unable to be maintained or appropriate financing is unavailable. These factors may impact the ability of the Resulting Issuer to obtain loans and other credit facilities in the future and, if obtained, on terms favourable to the Resulting Issuer. If these risks materialize, the Resulting Issuer's operations could be adversely impacted and the price of the Resulting Issuer Shares could be adversely affected.

Litigation

The Resulting Issuer may from time to time be involved in various claims, legal proceedings and disputes arising in the ordinary course of business. If the Resulting Issuer is unable to resolve these disputes favourably, it may have a Material Adverse Effect on the Resulting Issuer. Even if the Resulting Issuer is involved in litigation and wins, litigation can redirect significant Resulting Issuer resources. Litigation may also create a negative perception of the Resulting Issuer. Securities litigation could result in substantial costs and damages and divert the Resulting Issuer's management's attention and resources. Any decision resulting from any such litigation that is adverse to the Resulting Issuer could have a negative impact on the Resulting Issuer's financial position.

Dividend Policy

The declaration, timing, amount and payment of dividends are at the discretion of the Resulting Issuer's board of directors and will depend upon the Resulting Issuer's future earnings, cash flows, acquisition capital requirements and financial condition, and other relevant factors. There can be no assurance that the Resulting Issuer will declare a dividend on a quarterly, annual or other basis.

Foreign Exchange

The Resulting Issuer is exposed to foreign currency risk by reason of the Sugarloaf Property being situated in the United States. As the Resulting Issuer Shares are traded in Canadian dollars, the movement of the US dollar against the Canadian dollar could have a Material Adverse Effect on Black Pine's prospects, business, financial condition, and results of operation.

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Exploration and Development

Mineral exploration and development involve a high degree of risk and few properties which are explored are ultimately developed into producing mines. In particular, exploration for precious metals is highly speculative in nature.

The Resulting Issuer will not have an interest in any mineral property that presently contains any commercial ore. The Resulting Issuer's proposed exploration programs for the Sugarloaf Property are exploratory searches for mineralized zones, resources and, if successful, ore reserves. Should any ore reserves exist, substantial expenditures will be required to confirm ore reserves which are sufficient to justify commercial mining and to obtain the required environmental approvals and permitting required to commence commercial operations. Should any mineral resource be defined on a property in which the Resulting Issuer has an interest there can be no assurance that the mineral resource on any such properties can be commercially mined or that the metallurgical processing will produce economically viable saleable products. Furthermore, there is no assurance that any estimated mineral resources are accurately defined. Mineral resource estimates are imprecise and depend on geological analysis based partly on statistical inferences drawn from drilling, and assumptions about operating costs and metal prices, all of which may prove unreliable. As resource estimates may not be accurate, there can be no assurance that the indicated quantities of metals on the Sugarloaf Property will be recovered if commercial production is commenced.

Any future production could differ significantly from such estimates for the following reasons: (1) actual mineralization or formations could be different from those predicted by drilling, sampling and similar examinations; declines in the market price of copper may render the mining of some or all of the resources uneconomic; (2) and the grade of material may vary dramatically from time to time; and (3) the Resulting Issuer cannot give any assurances that any particular quantity of metal will be recovered from the resources. The occurrence of any of these events may cause Resulting Issuer to adjust resource estimates (if any) or change its mining plans, which could negatively affect the Resulting Issuer's financial condition and results of operations.

The decision as to whether a property contains a commercial mineral deposit and should be brought into production will depend upon the results of exploration programs and/or feasibility studies, and the recommendations of duly qualified engineers and/or geologists, all of which involves significant expense. This decision will involve consideration and evaluation of several significant factors including, but not limited to: (1) costs of bringing a property into production, including exploration and development work, preparation of production feasibility studies and construction of production facilities; (2) availability and costs of financing; (3) ongoing costs of production; (4) market prices for the minerals to be produced; (5) environmental compliance regulations and restraints (including potential environmental liabilities associated with historical exploration activities); and (6) political climate and/or governmental regulation and control.

In addition, the grade of material ultimately mined may differ from that indicated by drilling results. Short term factors relating to mineral resources or mineral reserves, such as the need for orderly development of ore bodies or the processing of new or different grades, may also have an adverse effect on mining operations and on the results of operations.

There can be no assurance that metal recoveries in small-scale laboratory tests will be duplicated in larger scale tests under on-site conditions or in production scale process applications. Material changes in mineral resources or reserves, grades, stripping ratios or recovery rates may affect the economic viability of any project.

The ability of the Resulting Issuer to sell, and profit from the sale of any eventual production from any property in which the Resulting Issuer has an interest will be subject to the prevailing conditions in the marketplace at the time of sale. Many of these factors are beyond the control of the Resulting Issuer and therefore represent a market risk which could impact the long-term viability of the Resulting Issuer and its operations.

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Mining exploration requires ready access to mining equipment such as drills, and crews to operate that equipment. There can be no assurance that such resources will be available to the Resulting Issuer on a timely basis or at a reasonable cost. Failure to obtain these resources when needed may result in delays in the Resulting Issuer's exploration programs. There may be other factors that result in delays to the Resulting Issuer's exploration programs, including adverse weather.

Mining Operations Are Risky

The Resulting Issuer's anticipated business, and any future development or mining operations, involve various types of risks and hazards typical of companies engaged in the mining industry. Such risks include, but are not limited to: (1) industrial accidents; (2) unusual or unexpected rock formations; (3) structural cave-ins or slides and pitfall, ground or slope failures and accidental release of water from surface storage facilities; (4) fire, flooding and earthquakes; (5) rock bursts; (6) metal losses in handling and transport; (7) periodic interruptions due to inclement or hazardous weather conditions; (8) environmental hazards; (9) discharge of pollutants or hazardous materials; (10) failure of processing and mechanical equipment and other performance problems; (11) geotechnical risks, including the stability of the underground hanging walls and unusual and unexpected geological conditions; (12) unanticipated variations in grade and other geological problems, water, surface or underground conditions; (13) labour disputes or slowdowns; (14) work force health issues as a result of working conditions; and (15) force majeure events, or other unfavourable operating conditions.

These risks, conditions and events could result in: (1) damage to, or destruction of, the value of, the Sugarloaf Property; (2) personal injury or death; (3) environmental damage to the Sugarloaf Property, surrounding lands and waters, or the properties of others; (4) delays or prohibitions on mining or the transportation of minerals; (5) monetary losses; and (6) potential legal liability and any of the foregoing could have a material adverse effect on the Resulting Issuer's business, financial condition, results of operation, cash flows or prospects. In particular, underground refurbishment and exploration activities present inherent risks of injury to people and damage to equipment. Significant accidents could occur, potentially resulting in a complete shutdown of the Resulting Issuer's operations at the Sugarloaf Property which could have a material adverse effect on the Resulting Issuer's business, financial condition, results of operations, cash flows or prospects.

Operations During Mining Cycle Peaks Are More Expensive

During times of increased demand for metals and minerals, price increases may encourage expanded mining exploration, development and construction activities. These increased activities may result in escalating demand for and cost of contract exploration, development and construction services and equipment. Increased demand for and cost of services and equipment could cause exploration, development and construction costs to increase materially, resulting in delays if services or equipment cannot be obtained in a timely manner due to inadequate availability, and increased potential for scheduling difficulties and cost increases due to the need to coordinate the availability of services or equipment, any of which could materially increase project exploration, development or construction costs, result in project delays, or increase operating costs.

Acquisition of Additional Mineral Properties

If the Resulting Issuer loses or abandons its interest in the Sugarloaf 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 TSXV. There is also no guarantee that the TSXV will approve the acquisition of any additional properties by the Resulting Issuer, whether by way of option or otherwise, should the Resulting Issuer wish to acquire any additional properties.

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Commercial Ore Deposits

The Sugarloaf Property is in the exploration stage only and is without a known body of commercial ore. Development of the Sugarloaf Property will 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.

No Deposit History

The Sugarloaf Property is not a producing property and its ultimate success will depend on its operating ability to generate cash flow from producing properties in the future. Black Pine has not generated any revenue to date and there is no assurance that the Resulting Issuer will do so in the future.

The Resulting Issuer's anticipated business operations are at an early stage of development and its success will be largely dependent upon the outcome of the exploration programs that the Resulting Issuer proposes to undertake.

Permits and Government Regulations

The future operations of the Resulting Issuer may require permits from various federal, state 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 and other matters. There can be no guarantee that the Resulting Issuer 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 Sugarloaf Property. [Black Pine currently does not have any permits in place.]

Land and Mining Claims

Although Black Pine has exercised the usual due diligence with respect to determining title to the Sugarloaf Property in which it has a material interest, and is satisfied that evidence of title to the Sugarloaf Property is adequate and acceptable, no assurances can be given that the Resulting Issuer may not face challenges to the title of the Sugarloaf Property or subsequent properties it may acquire, which may prove to be costly to defend or could impair the advancement of the Resulting Issuer's business plan.

Local Community Land Claims

Black Pine is not aware of any local community or native land claims with respect to the Resulting Issuer's property; however, there is no assurance that such claims will not be asserted in the future. The Resulting Issuer anticipates believing in and supporting cooperative relationships with local communities in conducting exploration and development activities and recognizes the mutual benefit in such cooperation.

Possible Loss of Interest in the Sugarloaf Property

The Resulting Issuer is not anticipated to own the mineral rights pertaining to the Sugarloaf Property. Rather, it holds an option to acquire a 100% interest in the mineral claims comprising the Sugarloaf Property, subject to a 2% net smelter return royalty and further subject to a cash payment of US$1,000,000 payable to GBR upon the Sugarloaf Property attaining Commercial Production, as defined in the Property Agreement. Pursuant to the Property Agreement, the Resulting Issuer is required to make a series of payments in cash and must incur a significant cumulative exploration expenditures on or before the fourth anniversary of the GBR Closing Date.

There is no guarantee the Resulting Issuer will be able to raise sufficient funding in the future to make such payments within the prescribed time periods pursuant to the Property Agreement in order for the Resulting Issuer to explore and develop the Sugarloaf Property so as to maintain its interests therein. If the Resulting

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Issuer loses or abandons its interest in the Sugarloaf 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 TSXV. There is also no guarantee that the TSXV will approve the acquisition of any additional properties by the Resulting Issuer, whether by way of option or otherwise, should the Resulting Issuer wish to acquire any additional properties.

Competition

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

Environmental Risks

Environmental laws and regulations may affect the operations of the Resulting Issuer. These laws and regulations set various standards regulating certain aspects of 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. Where there is evidence of breaches of environmental laws and regulations, the permission to operate can be withdrawn temporarily, or even permanently in the case of extreme breaches. Significant liabilities could be imposed on the Resulting Issuer 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, the Resulting Issuer generally relies on recognized designers and development contractors from which the Resulting Issuer will, in the first instance, seek indemnities.

Environmental approvals and permits are currently, and may in the future be, required in connection with the Resulting Issuer's current and planned operations. To the extent such environmental approvals and permits are required and not obtained, the operation of mines may be curtailed or it may be prohibited from proceeding with planned exploration or development of additional mineral properties. Failure to comply with applicable environmental laws, regulations and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions.

There is no assurance that any future changes in environmental regulation will not adversely affect the Resulting Issuer's operations. Changes in government regulations have the potential to significantly increase compliance costs and thus reduce the profitability of current or future operations.

Environmental hazards may also exist on the properties on which the Resulting Issuer holds interests that are unknown to the Resulting Issuer at present and that have been caused by previous or existing owners or operators of the properties and for which the Resulting Issuer may be liable for remediation. Parties engaged in mining operations, including the Resulting Issuer, may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable environmental laws or regulations, regardless of whether the Resulting Issuer actually caused the loss or damage. The costs of such compensation, fines or penalties could have a material adverse effect on the Resulting Issuer business, financial condition, results of operations, cash flows or prospects.

150

Social and Environmental Activism

There is an increasing 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 who oppose resource development can be vocal critics of the mining industry. In addition, there have been many instances in which local community groups have opposed resource extraction activities, which have resulted in disruption and delays to the relevant operation. While the Resulting Issuer seeks to operate in a socially responsible manner and believes it has good relationships with local communities in the regions in which it operates, non-governmental organizations, public interest groups and reporting organizations or local community organizations could direct adverse publicity against and/or disrupt the operations of the Resulting Issuer in respect of one or more of its properties, regardless of its successful compliance with social and environmental best practices, due to political factors, activities of unrelated third parties on lands in which the Resulting Issuer has an interest or the Resulting Issuer's operations specifically. Any such actions and the resulting media coverage could have an adverse effect on the reputation and financial condition of the Resulting Issuer or its relationships with the communities in which it operates, which could have a material adverse effect on the Resulting Issuer's business, financial condition, results of operations, cash flows or prospects.

Safety Regulation and Risk

Health and safety laws and regulations may affect the operations of the Resulting Issuer. These laws and regulations set various health and safety standards regulating certain aspects pertaining to individuals working with the Resulting Issuer. A violation of health and safety laws, or the failure to comply with the instructions of relevant health and safety authorities, could lead to, among other things, a temporary cessation of activities on the Sugarloaf Property or any part thereof, a loss of the right to prospect for minerals, or the imposition of costly compliance procedures. This could have a material adverse effect on the Resulting Issuer's operations and/or financial condition. The Resulting Issuer intends to minimize risks by taking steps to ensure compliance with health and safety laws and regulations and operating to applicable health and safety standards. There is a risk that health and safety laws and regulations may become more onerous, making the Resulting Issuer's operations more expensive.

Natural Disasters, Geopolitical Instability or Other Unforeseen Events

In addition to the outbreak of infectious disease or occurrence of pandemics, such as the outbreak of COVID-19; natural disasters; terrorism or other unanticipated events, in any of the areas in which the Resulting Issuer operates could cause interruptions in the Resulting Issuer's operations. Natural disasters, geopolitical tensions and instability (including terrorism) or other unforeseen events could negatively affect project development, operations, labour supply and financial markets, all or any of which could have a material adverse effect on the Resulting Issuer's business, financial condition, operational results or cash flows.

Uninsurable Risks

Not all risks to the Resulting Issuer's operations are insurable. The Resulting Issuer, in the course of exploration, development and production of mineral properties may become subject to liability for unusual or unexpected environmental hazards relating to geological operating conditions such as rock bursts, caveins, fires, floods and earthquakes whereby insurance against these environmental risks has not been generally available to companies within the mining and exploration industry. 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 the Resulting Issuer.

The Resulting Issuer also currently has no keyman insurance or property insurance as such insurance is uneconomical at this time. The Resulting Issuer will obtain such insurance once it is available and, in the opinion of the Board, economical to do so. The Resulting Issuer may incur a liability to third parties (in excess of any insurance cover) arising from pollution or other damage or injury.

151

GENERAL MATTERS

Other Material Facts

To the management of each of AQR and Black Pine's knowledge, there are no other material facts about AQR, Black Pine, the Resulting Issuer or the Transaction that are not otherwise disclosed in this Circular.

Sponsorship

Interests of Experts

AQR Board Approval

The AQR Board has approved the contents of this Circular and the delivery of this Circular to the AQR Shareholders. Where information contained in this Circular rests particularly within the knowledge of a person other than AQR, AQR has relied upon information furnished by such person. AQR disclaims any responsibility with respect to the accuracy and adequacy of such information.

152

SCHEDULE A AQR SHAREHOLDER RESOLUTIONS

Omnibus Plan Resolution:

"RESOLVED, AS AN ORDINARY RESOLUTION, that:

(1) AQR's new form of omnibus equity incentive plan (the " Omnibus Plan ") adopted by directors on January 28, 2026, a copy of which was attached as a schedule to the management information circular of AQR dated February 23, 2026 (the " Circular "), be and is hereby authorized and approved, confirmed and ratified, subject to the final acceptance of the Omnibus Plan by the TSX Venture Exchange (the " TSXV ");
(2) the AQR board of directors be authorized to make any changes to the Omnibus Plan as may be required or permitted by the TSXV and to implement the Omnibus Plan following the Transaction Closing (as such term is defined in the Circular), or such other time as the directors may determine and the TSXV may permit; and
(3) any director or officer of AQR is hereby authorized and directed for and in the name of and on behalf of AQR to execute or cause to be executed, whether under corporate seal of AQR or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in connection with the foregoing."

Transaction Resolution:

"RESOLVED, BY MAJORITY OF THE MINORITY APPROVAL (AS DEFINED IN THE MANAGEMENT INFORMATION CIRCULAR OF AQR DATED FEBRUARY 23, 2026), that:

(a) the amalgamation (the "Amalgamation") under the Business Corporations Act (British Columbia) ("BCBCA") of Black Pine Resources Corp. and 1504671 B.C. Ltd. pursuant to the merger agreement between AQR, Black Pine Resources Corp. and 1504671 B.C. Ltd., dated October 17, 2024, as amended on January 31, 2026, and as may be further amended or amended and restated from time to time, be and is hereby authorized and approved, subject to authorization by the board of directors of AQR in its sole and absolute discretion;
(b) notwithstanding that this special resolution has been duly passed by the holders of the common shares in the capital of AQR, the directors of AQR may in their sole discretion revoke this special resolution in whole or in part at any time prior to its being given effect without further notice to, or approval of, the holders of the common shares in the capital of AQR; and
(c) any one director or officer of AQR be is hereby authorized and directed for and in the name of and on behalf of AQR to execute or cause to be executed, whether under corporate seal of AQR or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to carry out the terms of this resolution, such determination to be conclusively evidenced by the execution and delivery of such documents or the doing of any such act or thing."

153

SCHEDULE B AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF AQR FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

See attached.

154

SCHEDULE C AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF AQR FOR THE YEARS ENDED JUNE 30, 2024 AND 2023

See attached.

155

SCHEDULE D AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF AQR FOR THE YEARS ENDED JUNE 30, 2023 AND 2022

See attached.

156

SCHEDULE E UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF AQR FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2025

See attached.

157

SCHEDULE F AUDITED FINANCIAL STATEMENTS OF BLACK PINE FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

See attached

158

SCHEDULE G AUDITED FINANCIAL STATEMENTS OF BLACK PINE FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

See attached.

159

SCHEDULE H AUDITED FINANCIAL STATEMENTS OF BLACK PINE FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

See attached.

160

SCHEDULE I UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS OF AQR AS AT DECEMBER 31, 2025

See attached.

161

SCHEDULE J MANAGEMENT'S DISCUSSION AND ANALYSIS OF AQR FOR THE YEAR ENDED JUNE 30, 2025

See attached.

162

SCHEDULE K MANAGEMENT'S DISCUSSION AND ANALYSIS OF AQR FOR THE YEAR ENDED JUNE 30, 2024

See attached.

163

SCHEDULE L MANAGEMENT'S DISCUSSION AND ANALYSIS OF AQR FOR THE YEAR ENDED JUNE 30, 2023

See attached.

164

SCHEDULE M MANAGEMENT'S DISCUSSION AND ANALYSIS OF AQR FOR THE SIX MONTHS ENDED DECEMBER 31, 2025

See attached.

165

SCHEDULE N MANAGEMENT'S DISCUSSION AND ANALYSIS OF BLACK PINE FOR THE YEAR ENDED DECEMBER 31, 2025

See attached.

166

SCHEDULE O MANAGEMENT'S DISCUSSION AND ANALYSIS OF BLACK PINE FOR THE YEAR ENDED DECEMBER 31, 2024

See attached.

167

SCHEDULE P MANAGEMENT'S DISCUSSION AND ANALYSIS OF BLACK PINE FOR THE YEAR ENDED DECEMBER 31, 2023

See attached.

168

SCHEDULE Q AQR AUDIT COMMITTEE CHARTER

Mandate

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

serve as an independent and objective party to monitor the Company's financial reporting and internal control system and review the Company's financial statements;
review and appraise the performance of the Company's external auditors; and
provide an open avenue of communication among the Company's auditors, financial and senior management and the AQR Board.

Composition

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

All members of the Audit Committee are financially literate and have a working familiarity with basic finance and accounting practices. For the purposes of this Charter, the definition of "financially literate" is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Company's financial statements.

The members of the Committee are required to be elected by the AQR Board at its first meeting following the annual shareholders' meeting. Unless a Chairman is elected by the full AQR Board, the members of the Committee may designate a Chairman by a majority vote of the full Committee membership.

Meetings

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

Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

Documents/Reports Review

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

169

External Auditors

(a) Review annually, the performance of the external auditors who shall be ultimately accountable to the board of directors and the Committee as representatives of the shareholders.
(b) Obtain annually, a formal written statement of external auditors setting forth all relationships between the external auditors and the Company, consistent with Independence Standards Board Standard 1.
(c) Review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors.
(d) Take, or recommend that the full board of directors take, appropriate action to oversee the independence of the external auditors.
(e) Recommend to the AQR Board the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval.
(f) At each meeting, consult with the external auditors, without the presence of management, about the quality of the Company's accounting principles, internal controls and the completeness and accuracy of the Company's financial statements.
(g) Review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company.

Financial Reporting Processes

(a) In consultation with the external auditors, review with management the integrity of the Company's financial reporting process, both internal and external.
(b) Consider the external auditors' judgments about the quality and appropriateness of the Company's accounting principles as applied in its financial reporting.
(c) Consider and approve, if appropriate, changes to the Company's auditing and accounting principles and practices as suggested by the external auditors and management.
(d) Review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments.
(e) Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.
(f) Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.
(g) Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.
(h) Review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters.
(i) Review certification process.

170

(j) Establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

Other

The Committee also reviews any related-party transactions.

171

SCHEDULE R OMNIBUS PLAN

See attached.

36809210v4

CERTIFICATE OF ANQUIRO VENTURES LTD.

The foregoing document constitutes full, true and plain disclosure of all material facts relating to the securities of Anquiro Ventures Ltd. assuming the Transaction Closing.

Dated: February 23, 2026

" Keturah Nathe " Keturah Nathe Chief Executive Officer

" Teresa Cherry " Teresa Cherry Chief Financial Officer

On Behalf of the Board of Directors:

" Huitt Tracey " " Christopher Cherry " Huitt Tracey Christopher Cherry Director Director

173

CERTIFICATE OF BLACK PINE RESOURCES CORP.

The foregoing document, as it relates to Black Pine Resources Corp., constitutes full, true and plain disclosure of all material facts relating to the securities of Black Pine Resources Corp.

Dated: February 23, 2026

"Richard Martel " " Richard Barnett " Richard Drew Martel Richard Barnett Chief Executive Officer Chief Financial Officer

On Behalf of the Board of Directors:

" Keturah Nathe " " Joe DeVries " Keturah Nathe Joe DeVries Director Director

174

ACKNOWLEDGEMENT – PERSONAL INFORMATION

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 this Circular; 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.

"Personal Information" means any information about an identifiable individual, and includes information contained in any Items in this Circular that are analogous to Items 4.2, 11, 13.1, 16, 18.2, 19.2, 24, 25, 27, 32.3, 33, 34, 35, 36, 37, 38, 39, 41 and 42 of Form 3D1 and 3D2 – Information Required in an Information Circular for a Qualifying Transaction / Information Required in a Filing Statement for a Qualifying Transaction , as applicable.

DATED February 23, 2026

" Keturah Nathe "

Keturah Nathe Director, Chief Executive Officer

175

SCHEDULE A AQR SHAREHOLDER RESOLUTIONS

Omnibus Plan Resolution:

"RESOLVED, AS AN ORDINARY RESOLUTION, that:

(1) AQR's new form of omnibus equity incentive plan (the " Omnibus Plan ") adopted by directors on January 28, 2026, a copy of which was attached as a schedule to the management information circular of AQR dated February 23, 2026 (the " Circular "), be and is hereby authorized and approved, confirmed and ratified, subject to the final acceptance of the Omnibus Plan by the TSX Venture Exchange (the " TSXV ");
(2) the AQR board of directors be authorized to make any changes to the Omnibus Plan as may be required or permitted by the TSXV and to implement the Omnibus Plan following the Transaction Closing (as such term is defined in the Circular), or such other time as the directors may determine and the TSXV may permit; and
(3) any director or officer of AQR is hereby authorized and directed for and in the name of and on behalf of AQR to execute or cause to be executed, whether under corporate seal of AQR or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in connection with the foregoing."

Transaction Resolution:

"RESOLVED, BY MAJORITY OF THE MINORITY APPROVAL (AS DEFINED IN THE MANAGEMENT INFORMATION CIRCULAR OF AQR DATED FEBRUARY 23, 2026), that:

(a) the amalgamation (the "Amalgamation") under the Business Corporations Act (British Columbia) ("BCBCA") of Black Pine Resources Corp. and 1504671 B.C. Ltd. pursuant to the merger agreement between AQR, Black Pine Resources Corp. and 1504671 B.C. Ltd., dated October 17, 2024, as amended on January 31, 2026, and as may be further amended or amended and restated from time to time, be and is hereby authorized and approved, subject to authorization by the board of directors of AQR in its sole and absolute discretion;
(b) notwithstanding that this special resolution has been duly passed by the holders of the common shares in the capital of AQR, the directors of AQR may in their sole discretion revoke this special resolution in whole or in part at any time prior to its being given effect without further notice to, or approval of, the holders of the common shares in the capital of AQR; and
(c) any one director or officer of AQR be is hereby authorized and directed for and in the name of and on behalf of AQR to execute or cause to be executed, whether under corporate seal of AQR or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to carry out the terms of this resolution, such determination to be conclusively evidenced by the execution and delivery of such documents or the doing of any such act or thing."

153

SCHEDULE B AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF AQR FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

See attached.

154

Anquiro Ventures Ltd.

Consolidated Financial Statements For the years ended June 30, 2025, and 2024

Expressed in Canadian Dollars

==> picture [612 x 120] intentionally omitted <==

Independent Auditor's Report

To the Shareholders of Anquiro Ventures Ltd.

Opinion

We have audited the consolidated financial statements of Anquiro Ventures Ltd. (the “Company”), which comprise the consolidated statements of financial position as at June 30, 2025 and 2024, and the consolidated statements of comprehensive Income (loss), changes in shareholders’ deficit and cash flows for the years then ended, and notes to the consolidated financial statements, including the material accounting policy information (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2025 and 2024, 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 1 to the financial statements, which describes events or conditions that indicate 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 period. 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 report.

==> picture [612 x 64] intentionally omitted <==

Other Information

Management is responsible for the other information. The other information comprises the information included in 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 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 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.

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

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 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 Rakesh Patel.

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DALE MATHESON CARR-HILTON LABONTE LLP CHARTERED PROFESSIONAL ACCOUNTANTS Vancouver, BC

October 28, 2025

ANQUIRO VENTURES LTD.

Consolidated Statements of Financial Position

(Expressed in Canadian dollars)

			June 30,		June 30,
As at	Note		2025		2024
Assets
Current assets
Cash		$ 66		$	930
Prepaids	6		-		335
Total assets		$ 66		$	1,265
Liabilities and shareholders’ deficit
Current liabilities
Accounts payable and accrued liabilities	4,6	$	116,515	$	108,650
Shareholder loan	5,6		5,499		5,499
Advance payable	3,11		-		95,000
			122,014		209,149
Shareholders’ deficit
Share capital	7		255,521		255,521
Share based payment reserve	7		44,316		44,316
Deficit			(421,785)		(507,721)
Total shareholders’ deficit			(121,948)		(207,884)
Total liabilities and shareholders’ deficit		$ 66		$	1,265

Nature and continuance of operations (Note 1)

Proposed transaction and subsequent event (Note 11)

Approved by Directors:

“Joe DeVries” Joe DeVries, Director	“Richard Barnett”
	Richard Barnett, Director

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

ANQUIRO VENTURES LTD.

Consolidated Statements of Comprehensive Income (Loss) Years ended June 30, 2025 and 2024 (Expressed in Canadian dollars)

		Note	2025	2024
Administrative expenses
	General and administrative		$ 259	$ 665
	Professional fees		23,789	38,412
	Shareholder communications		1,384	3,167
	Transfer agent and filing fees		32,883	18,876
	Travel and related		-	521
			58,315	61,641
Other items
	Expense recovery	11	(36,823)	(14,149)
	Gain on disposal of subsidiary	3, 11	(107,428)	-
Net comprehensive income (loss) for the year			$ 85,936	$ (47,492)
Weighted average number of outstanding shares
-	Basic and diluted		4,500,001	4,500,001
Basic and diluted income (loss) per share			$ 0.02	$ (0.01)

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

ANQUIRO VENTURES LTD.

Consolidated Statement of Changes in Shareholders’ Deficit (Expressed in Canadian dollars)

Note	Share capital Number of shares Amount Subscriptions received Share based payment reserve Deficit Total shareholders’ equity (deficit)
Balance at June 30, 2023 Subscription reclassification 3, 11 Net loss for the year	4,500,001 $ 255,521 $ 95,000 $ 44,316 $ (460,229) $ (65,392) - - (95,000) - - (95,000) - - - - (47,492) (47,492)
Balance at June 30, 2024 Net income for the year	4,500,001 255,521 - 44,316 (507,721) (207,884) - - - - 85,936 85,936
Balance at June 30, 2025	4,500,001 $ 255,521 $- $ 44,316 $ (421,785) $ (121,948)

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

ANQUIRO VENTURES LTD.

Consolidated Statements of Cash Flows For the years ended June 30, 2025 and 2024 (Expressed in Canadian dollars)

		2025	2024
Cash provided by (used in):
Operating activities
Net income (loss) in the year	$	85,936	$ (47,492)
Item not effecting cash:
Gain on disposal of subsidiary		(107,428)	-
Net change in non-cash working capital items:
Prepaids		335	(335)
Accounts payable and accrued liabilities		20,532	30,380
Cash used in operating activities		(625)	(17,447)
Investing activities
Cash given up on disposal of subsidiary		(239)	-
		(239)	-
Decrease in cash		(864)	(17,447)
Cash, beginning		930	18,377
Cash, ending	$	66	$ 930

Non-cash transactions:

During the year ended June 30, 2024, the Company reclassified subscriptions received on the acquisition of Anquiro Financial Corp. to current liabilities as further described in Note 3.

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

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2025 and 2024 (Expressed in Canadian dollars)

1. NATURE AND CONTINUANCE OF OPERATIONS

Anquiro Ventures Ltd. (the "Company") was incorporated in Canada under the British Columbia Business Corporations Act on March 1, 2012 and its head office is located at 595 Howe Street, Suite 303, Vancouver, British Columbia, V6C 2T5.

The Company was formed for the primary purpose of completing an Initial Public Offering (“IPO”) on the TSX Venture Exchange (“Exchange”) which completed on February 23, 2018, as a Capital Pool Company (“CPC”) as defined in Policy 2.4 of the Exchange.

The principal business of the Company will be the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction (“QT”). The Company has not commenced operations and has no assets other than cash. The Company’s continuing operations as intended are dependent upon its ability to identify, evaluate, and negotiate an acquisition, or a business, or an interest therein. Such an acquisition would be subject to regulatory and shareholder approval as required.

The proposed business of the Company, and the completion of a Qualifying Transaction, involves a high degree of risk. There is no assurance that the Company will identify an appropriate business for acquisition or investment, and even if so identified and warranted, it may not be able to finance such an acquisition or investment within the requisite time period. Additional funds will be required to enable the Company to pursue such an initiative, and the Company may be unable to obtain such financing on terms which are satisfactory to it. Furthermore, there is no assurance that the business will be profitable. These factors indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. Should the Company be unable to continue as a going concern, the net realizable value of its assets may be materially less than the amounts on its consolidated statements of financial position. Such adjustment could be material.

At June 30, 2025, the Company had current liabilities exceeding current assets by $121,948 and has accumulated losses of $421,785. The Company’s ability to meet its obligations and maintain its current operations is contingent upon successful completion of additional financing arrangements, continued cooperation of creditors and related parties, completing a Qualifying Transaction and generating profitable operations (Note 11).

2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION

(a) Statement of compliance

These consolidated financial statements including comparatives, have been prepared in accordance with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

The financial statements were approved by the board of directors on October 28, 2025.

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2025 and 2024 (Expressed in Canadian dollars)

2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (Continued)

(b) Basis of presentation

These consolidated financial statements have been prepared on a historical cost basis, modified where applicable and are presented in Canadian dollars, which is the Company’s functional currency.

(c) Consolidation change

On June 8, 2023, the Company acquired 100% the shares of Anquiro Financial Corp. (“AFC”). In September 2024, as further described in notes 3, and 11, the Company unwound the acquisition of AFC. As at June 30, 2025, these consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, 1504671 B.C. Ltd., that was incorporated on October 1, 2024 under the British Columbia Business Corporations Act.

(e) Use of estimates and judgments

The preparation of the Company’s consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues and expenses. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected. Significant areas requiring the use of estimates include the recognition of deferred income tax assets. Actual results may differ from these estimates. Significant areas requiring the use of judgment in applying the Company’s accounting policies include the assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty.

(f) Financial instruments

(i) Classification

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

Cash is classified as FVTPL; accounts payable and shareholder loan are classified as amortized cost.

(ii) Measurement

Financial assets and liabilities at amortized cost:

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

Financial assets and liabilities at FVTPL:

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the consolidated statements of comprehensive income (loss). Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the consolidated statements of comprehensive income (loss) in the period in which they arise.

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2025 and 2024 (Expressed in Canadian dollars)

2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (Continued)

(iii) Derecognition Financial assets:

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity.

Financial liabilities:

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and / or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

Gains and losses on derecognition are generally recognized in profit or loss.

(g) Loss per share

Basic loss per share is calculated by dividing the net loss available to common shareholders by the weighted average number of shares outstanding during the year. Diluted earnings per share reflect the potential dilution of securities that could share in earnings of an entity.

In a loss year, potentially dilutive common shares are excluded from the loss per share calculation as the effect would be anti-dilutive. Basic and diluted loss per share is the same for the periods presented.

(h) Income taxes

Income tax expense comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity. Current tax expense is the expected tax payable on taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is recorded using the liability method, providing for temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Temporary differences are not provided for relating to goodwill not deductible for tax purposes, the initial recognition of assets or liabilities that affect neither accounting or taxable loss, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future.

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. 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.

(i) Share-based payments

Share-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured and are recorded at the date the goods or services are received. The corresponding amount is recorded to reserves. The fair value of options is determined using the Black–Scholes Option Pricing Model which incorporates all market vesting conditions. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest. Vesting is determined by the Board of Directors.

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2025 and 2024 (Expressed in Canadian dollars)

2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (Continued)

(j) Changes in accounting standards

Certain 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 material impact on the Company’s consolidated financial statements other than note disclosures. The Company has not early adopted these revised standards.

IFRS 18 - Presentation and Disclosure of Financial Statements

The standard replaces IAS 1 Presentation of Financial Statements and includes requirements for the presentation and disclosure of information in financial statements, such as the presentation of subtotals within the statement of operations and the disclosure of management-defined performance measures within the financial statement. This standard is effective for periods beginning on or after January 1, 2027 with earlier application permitted. The Company is currently assessing the effect of the new standard to its financial statements in future periods.

3. ACQUISITION AND DISPOSITION OF ANQUIRO FINANCIAL CORP.

During the year ended June 30, 2023, pursuant to the proposed Qualifying Transaction, as further described in Note 11, the Company acquired AFC on June 8, 2023, a Canadian company incorporated under the British Columbia Business Corporations Act, by way of a share transfer. AFC transferred its one issued and outstanding common share to the Company, which constitutes the acquisition of 100% of AFC. AFC was formed as a special purpose vehicle in connection to the facilitation of the Company’s Qualifying Transaction and was controlled by a director of the Company.

The transaction was accounted for as an asset acquisition. The fair value of the identifiable net assets of AFC at acquisition date which equaled the carrying values of the assets and liabilities held by AFC are as follows:

follows:
	-$-
Assets
Cash	11,718
Liabilities
Accounts payable	(8,872)
Accrued liabilities	(10,500)
Subscriptions received	(95,000)
	(114,372)
Net transaction cost	(102,654)

During the year ended June 30, 2023, in connection to the proposed Qualifying Transaction, the subscriptions received of $95,000 were classified as equity. The fair value of the net assets of $(102,654) was expensed as a transaction cost in the consolidated statement of comprehensive income (loss) during the year ended June 30, 2023.During the year ended June 30, 2024, the Company reclassified the subscriptions received to current liabilities to reflect the nature of the transaction as described further in Note 11.

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2025 and 2024 (Expressed in Canadian dollars)

3. ACQUISITION AND DISPOSITION OF ANQUIRO FINANCIAL CORP. (Continued)

During the year ended June 30, 2025, the Company unwound the acquisition of AFC by transferring its one issued and outstanding common share back to the original vendor for $1. As a result, the Company recorded a gain of $107,428 primarily from a reduction in liabilities that AFC assumed (Note 11).

	-$-
Assets
Cash	239
Liabilities
Accounts payable	(12,667)
Subscriptions received	(95,000)
	(107,667)

Gain on disposal	(107,428)

4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	June 30,	June 30,
	2025	2024
	-$-	-$-
Accounts payable	96,265	88,400
Accrued liabilities	20,250	20,250
	116,515	108,650

5. SHAREHOLDER LOAN

As at June 30, 2025, the balance of the shareholder loan is $5,499 (June 30, 2024 - $5,499); this amount is unsecured, non-interest bearing and has no fixed terms for repayment (Note 6).

6. RELATED PARTY TRANSACTIONS

As at June 30, 2025, $5,499 (June 30, 2024 - $5,499) is due to a director of the Company and is included as a shareholder loan (Note 5). The amount is non-interest bearing, unsecured and payable on demand.

As at June 30, 2025, the following balances were outstanding to a director and companies controlled by a director of the Company:

recorded to prepaids, $nil (June 30, 2024 - $335) for filing fees advanced.
recorded to accounts payable, $14,150 (June 30, 2024 - $18,092) for business expenses paid by a director and companies controlled by a director of the company.

The Company has identified all of the directors and officers as its key management personnel. During the years ended June 30, 2025 and 2024, the Company did not incur transactions with directors and officers, or companies that are controlled by directors or officers of the Company, other than disclosed above.

7. SHARE CAPITAL

Common shares

The Company has authorized an unlimited number of common shares without par value.

As at June 30, 2025 and 2024, there were 4,500,001 issued and fully paid common shares.

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2025 and 2024 (Expressed in Canadian dollars)

7. SHARE CAPITAL (Continued)

There have been no share capital transactions during the years ended June 30, 2025 and 2024.

On February 23, 2018, the Company completed its IPO and issued 2,000,000 common shares at $0.10 per share for net proceeds of $141,100 after share issuance costs. At the completion of the IPO, the common shares issued to the Company’s founders are subject to an escrow agreement. There are 2,500,001 shares held in escrow.

Stock options

The Company’s stock option plan allows for the granting of options to acquire a number of common shares equal to 10% of the issued and outstanding common shares at the time of the grant. Options granted under the plan will vest at a schedule determined by the board of directors.

There are no options outstanding in fiscal 2025 or 2024.

Share-based payment reserve

During the years ended June 30, 2025 and 2024, the Company did not grant any stock options.

8. FINANCIAL INSTRUMENTS AND RISKS

(a) Fair values The fair values of cash, accounts payable and shareholder loan approximate their carrying values due to the short-term to maturities of these financial instruments.

(b ) Interest rate

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 not exposed to interest rate risk as it does not have any assets or liabilities that are affected by changes in interest rates.

(c) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet its liquidity requirements at any point in time. The Company achieves this by maintaining sufficient cash on hand to meet its financial obligations. The Company is exposed to liquidity risk.

(d) Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s exposure to credit risk is on its cash held in bank accounts. This risk is managed by using major banks that are high credit quality financial institutions as determined by rating agencies. The Company assessed its credit risk as low.

(e) Foreign exchange risk Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The Company is not exposed to currency risk.

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2025 and 2024 (Expressed in Canadian dollars)

9. CAPITAL MANAGEMENT

The Company’s capital structure consists of cash and shareholders equity. The Company manages its capital structure, and makes adjustments to it, based on the funds available to the Company, in order to complete a Qualifying Transaction. 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. In order to carry out the planned activities and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company’s approach to capital management since inception. The Company is not subject to externally imposed capital requirements.

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:

	Year ended	Year ended	Year ended	Year ended
		June 30,		June 30,
		2025		2024
Net income (loss) before income tax	$	85,936	$	(47,492)
Statutory tax rate		27%		27%
Expected income tax recovery at the statutory tax rate		23,203		(12,823)
Non-deductible item		-		-
Disposition of AFC		(1,289)		-
Change in valuation allowance		(21,914)		12,823
Income tax recovery	$	-	$	-

The Company has the following deductible temporary differences for which no deferred tax asset has been recognized:

		June 30,		June 30,
		2025		2024
Non-capital losses	$	451,465	$	532,628
	$	451,465	$	532,628

The non-capital losses will commence expiring in the year 2035.

11. PROPOSED TRANSACTION AND SUBSEQUENT EVENT

On June 16, 2023, as amended on October 22, 2023, January 31, 2024, May 21, 2024 and October 17, 2024, November 12, 2024, and February 27, 2025 the Company became party to a Definitive Agreement to complete a Qualifying Transaction “the Proposed Transaction” or “the Agreement” with AFC and Black Pine Resources Corp. (“Black Pine”), a private corporation incorporated under the laws of the Province of British Columbia. The Company, Black Pine and AFC entered into a binding merger agreement, as amended, whereby the Company is anticipated to acquire the business of Black Pine. Three of the directors of the Company are also directors and / or officers of Black Pine.

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2025 and 2024 (Expressed in Canadian dollars)

11. PROPOSED TRANSACTION AND SUBSEQUENT EVENT (Continued)

Black Pine was incorporated under the Business Corporations Act (British Columbia) on October 20, 2017, under the name “Digital Asset Management Corp.” On February 23, 2021, Black Pine changed its name to “Black Pine Resources Corp.”. Black Pine is a mineral exploration company focused on the acquisition and exploration of mineral properties. Pursuant to a letter of intent dated April 12, 2022 (“GBR LOI”), as amended, with Great Basin Resources Inc. (“GBR”), Black Pine is entitled to earn an undivided 100% interest in the Sugarloaf Copper Project (the “Sugarloaf Property”), subject to a 2% net smeltery royalty due to GBR and certain other payments due to GBR, as provided in the GBR LOI.

On October 17, 2024, the Company and Black Pine entered into a termination agreement with AFC, terminating the previously announced transaction pursuant to the second amended and restated merger agreement dated May 21, 2024.

The purchase of AFC required consent from the Exchange, which the Company had not obtain and thus inadvertently contravened the policies of the Exchange. At the request of the Exchange, the Company has agreed to unwind the acquisition of AFC. To that end, the Company entered into a share purchase agreement with Mr. Richard Barnett whereby Mr. Barnett purchased the sole outstanding common share of AFC in consideration for $1.00 (the “Unwinding Transaction”). Pursuant to the Unwinding Transaction, all liabilities of AFC will remain liabilities of AFC and will not be assumed by the Company. During the year ended June 30, 2024, the Company reclassified $95,000 of subscriptions received from equity to liabilities as this amount will no longer be settled with the Company’s shares. (Note 3)

Subsequent to the Unwinding Transaction, the Company and Black Pine entered into a merger agreement with 1504671 B.C. Ltd. (“New AcquisitionCo”). This merger agreement features near identical terms (other than (i) the replacement of AFC with New AcquisitionCo and (ii) the revision of the outside date of the Merger Agreement to February 28, 2025) to the previously terminated Original Agreement, pursuant to which the Company and Black Pine are anticipated to complete a three-cornered amalgamation, whereby New AcquisitionCo will amalgamate with Black Pine under the Business Corporations Act (British Columbia). On May 30, 2025, the outside date was amended to October 31, 2025.

The Proposed Transaction is a Non-Arm’s Length Qualifying Transaction as the same parties and their Associates or Affiliates are Control Persons (as such aforementioned capitalized terms are defined in the policies of the Exchange) in both the Company and Black Pine. Furthermore, the Proposed Transaction may be considered a related party transaction (as such term is defined in Multilateral Instrument 61-101) because (a) Ms. Keturah Nathe (President, CEO and a director of the Company) is also a director of Black Pine, Mr. Joe DeVries (a director of the Company) is also a director of Black Pine, and Mr. Richard Barnett (a director of the Company) is also the CFO of Black Pine; and (b) the aggregated holdings of the issued and outstanding common shares of the Company and of Black Pine by Principals (as such term is defined in the policies of the Exchange) of the Company exceed 20%.

Subject to satisfaction or waiver of the conditions precedent referred to herein and in the Merger Agreement, the Company and Black Pine anticipate that the Proposed Transaction will be completed no later than October 31, 2025. There is no assurance that the Proposed Transaction will be completed on the terms proposed herein or at all.

Trading in the common shares of the Company is currently suspended in accordance with the policies of the Exchange and will remain suspended until such time as all required documentation in connection with the Proposed Transaction has been filed with and accepted by the Exchange and permission to resume trading has been obtained from the Exchange.

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2025 and 2024 (Expressed in Canadian dollars)

11. PROPOSED TRANSACTION AND SUBSEQUENT EVENT (Continued)

Concurrent Financing

The parties have also revised the requirement for Black Pine to complete a private placement of up to 11,000,000 subscription receipts (the "Subscription Receipts") at a price per Subscription Receipt of $0.10. Each Subscription Receipt will be converted into one unit of Black Pine comprised of one common share of Black Pine and one common share purchase warrant (a "BP Warrant"), exercisable to acquire one common share of Black Pine for a period of three years after its issuance at a price per share of $0.20. The parties further provided clarity that if the price of the common shares of the post-Proposed Transaction Resulting Issuer exceeds $0.28 over a period of eight consecutive trading dates commencing four months from the date of the issuance of the BP Warrant, then the Resulting Issuer may give notice in writing within 30 days of such occurrence to the holder of the BP Warrant (or the common share purchase warrants issued in exchange for the BP Warrants) (together, the "RI Warrants") that the RI Warrant shall expire at the accelerated expiry time, being 30 days from the date of the notice, unless previously exercised by the holder.

Furthermore, Black Pine has agreed to be responsible for all costs and charges incurred with respect to the Proposed Transaction.

SCHEDULE C AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF AQR FOR THE YEARS ENDED JUNE 30, 2024 AND 2023

See attached.

155

Anquiro Ventures Ltd.

Consolidated Financial Statements For the years ended June 30, 2024, and 2023

Expressed in Canadian Dollars

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Independent Auditor's Report

To the Shareholders of Anquiro Ventures Ltd.

Opinion

We have audited the consolidated financial statements of Anquiro Ventures Ltd. (the “Company”), which comprise the consolidated statements of financial position as at June 30, 2024 and 2023, and the consolidated statements of comprehensive loss, changes in shareholders’ deficit and cash flows for the years then ended, and notes to the consolidated financial statements, including the material accounting policy information (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2024 and 2023, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards.

Basis for Opinion

Material Uncertainty Related to Going Concern

Key Audit 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 report.

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Other Information

Management is responsible for the other information. The other information comprises the information included in 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.

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 International Financial Reporting 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

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.

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

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DALE MATHESON CARR-HILTON LABONTE LLP

CHARTERED PROFESSIONAL ACCOUNTANTS Vancouver, BC

October 28, 2024

ANQUIRO VENTURES LTD.

Consolidated Statements of Financial Position

(Expressed in Canadian dollars)

		June 30,	June 30,
As at	Note	2024	2023
Assets
Current assets
Cash		$ 930	$ 18,377
Prepaids	6	335	-
Total assets		$ 1,265	$ 18,377
Liabilities and shareholders’ deficit
Current liabilities
Accounts payable and accrued liabilities	4,6	$ 108,650	$ 78,270
Shareholder loan	5,6	5,499	5,499
Advance payable	3,11	95,000	-
		209,149	83,769
Shareholders’ deficit
Share capital	7	255,521	255,521
Subscriptions received	3,11	-	95,000
Share based payment reserve	7	44,316	44,316
Deficit		(507,721)	(460,229)
Total shareholders’ deficit		(207,884)	(65,392)
Total liabilities and shareholders’ deficit		$ 1,265	$ 18,377

Nature and continuance of operations (Note 1)

Proposed transaction and subsequent event (Note 11)

Approved by Directors:

“Joe DeVries” Joe DeVries, Director	“Richard Barnett”
	Richard Barnett, Director

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

ANQUIRO VENTURES LTD.

Consolidated Statements of Comprehensive Loss

Years ended June 30, 2024 and 2023 (Expressed in Canadian dollars)

	Note	2024	2023
Administrative expenses
General and administrative		$ 665	$ 414
Professional fees		38,412	40,558
Project investigation		-	900
Shareholder communications		3,167	2,100
Transfer agent and filing fees		18,876	23,024
Travel and related		521	3,656
		61,641	70,652
Other expenses
Expense recovery		(14,149)	-
Transaction cost	3, 11	-	102,654
Net and comprehensive loss for the year		$ (47,492)	$ (173,306)
Weighted average number of outstanding	shares	4,500,001	4,500,001
Basic and diluted loss per share		$ (0.01)	$ (0.04)

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

ANQUIRO VENTURES LTD.

Consolidated Statement of Changes in Shareholders’ Deficit (Expressed in Canadian dollars)

Note	Share capital Number of shares Amount Subscriptions received Share based payment reserve Deficit Total shareholders’ equity (deficit)
Balance at June 30, 2022 Subscriptions received 3, 11 Net loss for the year	4,500,001 $ 255,521 $ - $ 44,316 $ (286,923) $ 12,914 - - 95,000 - - 95,000 - - - - (173,306) (173,306)
Balance at June 30, 2023	4,500,001 255,521 95,000 44,316 (460,229) (65,392)
Subscription reclassification 3, 11 Net loss for the year	- - (95,000) - - (95,000) - - - - (47,492) (47,492)
Balance at June 30, 2024	4,500,001 $ 255,521 $- $ 44,316 $ (507,721) $ (207,884)

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

ANQUIRO VENTURES LTD.

Consolidated Statements of Cash Flows For the years ended June 30, 2024 and 2023 (Expressed in Canadian dollars)

	2024	2023
Cash provided by (used in):
Operating activities
Net loss in the year	$ (47,492)	$ (173,306)
Items not effecting cash
Transaction cost	-	102,654
Net change in non-cash working capital items:
Prepaids	(335)	-
Accounts payable and accrued liabilities	30,380	26,020
Cash used in operating activities	(17,447)	(44,632)
Investing activities
Cash acquired on acquisition of Anquiro Financial Corp	-	11,718
Cash used in investing activities	-	11,718
Decrease in cash	(17,447)	(32,914)
Cash, beginning	18,377	51,291
Cash, ending	$ 930	$ 18,377

Non-cash transactions:

During the year ended June 30, 2024, the Company reclassified subscriptions received on the acquisition of Anquiro Financial Corp to current liabilities as further described in Note 11.

During the year ended June 30, 2023, the Company acquired Anquiro Financial Corp by way of share transfer (Notes 3).

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

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2024 and 2023 (Expressed in Canadian dollars)

1. NATURE AND CONTINUANCE OF OPERATIONS

The proposed business of the Company, and the completion of a Qualifying Transaction, involves a high degree of risk. There is no assurance that the Company will identify an appropriate business for acquisition or investment, and even if so identified and warranted, it may not be able to finance such an acquisition or investment within the requisite time period. Additional funds will be required to enable the Company to pursue such an initiative, and the Company may be unable to obtain such financing on terms which are satisfactory to it. Furthermore, there is no assurance that the business will be profitable. These factors indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. Should the Company be unable to continue as a going concern, the net realizable value of its assets may be materially less than the amounts on its statements of financial position. Such adjustment could be material.

At June 30, 2024, the Company had current liabilities exceeding current assets by $207,884 and accumulated losses of $507,721. The Company’s ability to meet its obligations and maintain its current operations is contingent upon successful completion of additional financing arrangements, continued cooperation of creditors and related parties, completing a Qualifying Transaction and generating profitable operations (Note 11).

2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION

(a) Statement of compliance

These consolidated financial statements including comparatives, have been prepared in accordance with IFRS as issued by the International Accounting Standards Board (‘IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRC”).

The financial statements were approved by the board of directors on October 28, 2024.

(b) Material accounting policy information

The Company has consistently applied the following accounting policies to all periods presented in these financial statements, except if mentioned otherwise. In addition, the Company adopted Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2). The amendments require the disclosure of “material” rather than “significant”, accounting policies. Although the amendments did not result in any changes to the accounting policies themselves, they impacted the accounting policy information disclosed in certain instances.

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2024 and 2023 (Expressed in Canadian dollars)

2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (Continued)

(c) Basis of presentation

These consolidated financial statements have been prepared on a historical cost basis, modified where applicable and are presented in Canadian dollars, which is the Company’s functional currency.

(d) Consolidation

On June 8, 2023, the Company acquired 100% the shares of Anquiro Financial Corp. (“AFC”) as described in Notes 3 and 11. As at June 30, 2024 and 2023, these consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, AFC, from the date of acquisition. Subsequent to the year ended June 30, 2024, as further described in notes 3, and 11, the Company, unwound the acquisition of AFC.

(e) Use of estimates and judgments

The preparation of the Company’s financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues and expenses. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected. Significant areas requiring the use of estimates include the recognition of deferred income tax assets. Actual results may differ from these estimates. Significant areas requiring the use of judgment in applying the Company’s accounting policies include the assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty.

(f) Financial instruments

(i) Classification

Cash is classified as FVTPL; accounts payable and shareholder loan are classified as amortized cost.

(ii) Measurement

Financial assets and liabilities at amortized cost:

Financial assets and liabilities at FVTPL:

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the consolidated statements of comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the consolidated statements of comprehensive loss in the period in which they arise.

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2024 and 2023 (Expressed in Canadian dollars)

2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (Continued)

(iii) Derecognition Financial assets:

Financial liabilities:

Gains and losses on derecognition are generally recognized in profit or loss.

(g) Loss per share

In a loss year, potentially dilutive common shares are excluded from the loss per share calculation as the effect would be anti-dilutive. Basic and diluted loss per share are the same for the periods presented.

(h) Income taxes

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2024 and 2023 (Expressed in Canadian dollars)

2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (Continued)

(i) Share-based payments

(j) Changes in accounting standards

3. ACQUISITION OF ANQUIRO FINANCIAL CORP.

follows:
	-$-
Assets
Cash	11,718
Liabilities
Accounts payable	(8,872)
Accrued liabilities	(10,500)
Subscriptions received	(95,000)
	(114,372)
Net transaction cost	(102,654)

During the year ended June 30, 2023, in connection to the proposed Qualifying Transaction, the subscriptions received of $95,000 were classified as equity.

The fair value of the net assets of $(102,654) was expensed as a transaction cost in the consolidated statement of comprehensive loss during the year ended June 30, 2023.

During the year ended June 30, 2024, the Company reclassified the subscriptions received to current liabilities to reflect the nature of the transaction as described further in Note 11. Subsequent to the year ended June 30, 2024, the Company unwound the acquisition of AFC.

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2024 and 2023 (Expressed in Canadian dollars)

4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	June 30,	June 30,
	2024	2023
	-$-	-$-
Accounts payable	88,400	54,520
Accrued liabilities	20,250	23,750
	108,650	78,270

5. SHAREHOLDER LOAN

As at June 30, 2024, the balance of the shareholder loan is $5,499 (June 30, 2023 - $5,499); this amount is unsecured, non-interest bearing and has no fixed terms for repayment (Note 6).

6. RELATED PARTY TRANSACTIONS

As at June 30, 2024, the balance of $5,499 (June 30, 2023 - $5,499) is due to a director of the Company and is included as a shareholder loan (Note 5). The amount is non-interest bearing, unsecured and payable on demand.

As at June 30, 2024, there were the following balances in connection to a director and companies controlled by a director of the Company:

recorded to prepaid, $335 (June 30, 2023 - $nil) for filing fees advanced.
recorded to accounts payable, $18,092 (June 30, 2023 - $nil) for business expenses paid by a director and companies controlled by a director of the company.

The sole share outstanding in AFC was held by a director of the Company prior to its transfer to the Company (Note 3).

The Company has identified all of the directors and officers as its key management personnel. During the years ended June 30, 2024 and 2023, the Company did not incur transactions with directors and officers, or companies that are controlled by directors or officers of the Company, other than disclosed above.

7. SHARE CAPITAL

Common shares

The Company has authorized an unlimited number of common shares without par value.

As at June 30, 2024 and 2023, there were 4,500,001 issued and fully paid common shares.

There have been no share capital transactions during the years ended June 30, 2024 and 2023.

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2024 and 2023 (Expressed in Canadian dollars)

7. SHARE CAPITAL (Continued)

Stock options

Details of the Company’s stock options outstanding are as follows:	Details of the Company’s stock options outstanding are as follows:
		Weighted average	Weighted
	Options	exercise price	average
	outstanding	-$-	remaining life
Balance, June 30, 2022	450,000	0.10	0.65 years
Expired	(450,000)	(0.10)	-
Balance, June 30, 2023 and 2024	-	-	-

During the year ended June 30, 2023, 450,000 stock options expired unexercised on February 23, 2023.

Share-based payment reserve

During the years ended June 30, 2024 and 2023, the Company did not grant any stock options.

8. FINANCIAL INSTRUMENTS AND RISKS

(a) Fair values

The fair values of cash, accounts payable and shareholder loan approximate their carrying values due to the short-term to maturities of these financial instruments.

(b ) Interest rate

(c) Liquidity risk

(d) Credit risk

(e) Foreign exchange risk

Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The Company is not exposed to currency risk.

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2024 and 2023 (Expressed in Canadian dollars)

9. CAPITAL MANAGEMENT

The Company’s capital structure consists of cash and share capital. The Company manages its capital structure, and makes adjustments to it, based on the funds available to the Company, in order to complete a Qualifying Transaction. 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. In order to carry out the planned activities and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company’s approach to capital management since inception. The Company is not subject to externally imposed capital requirements.

10. INCOME TAXES

	Year ended	Year ended	Year ended	Year ended
		June 30,		June 30,
		2024		2023
Net loss before income tax	$	(47,492)	$	(173,306)
Statutory tax rate		27%		27%
Expected income tax recovery at the statutory tax rate		(12,823)		(46,793)
Non-deductible item		-		27,717
Acquisition of AFC		-		(27,717)
Change in valuation allowance		12,823		46,793
Income tax recovery	$	-	$	-

The Company has the following deductible temporary differences for which no deferred tax asset has been recognized:

		June 30,		June 30,
		2024		2023
Non-capital losses	$	532,628	$	485,136
	$	532,628	$	485,136

The non-capital losses of approximately $532,628 will commence expiring in the year 2035

11. PROPOSED TRANSACTION AND SUBSEQUENT EVENT

On June 16, 2023, as amended on October 22, 2023, January 31, 2024, May 21, 2024 and October 17, 2024, the Company became party to a Definitive Agreement to complete a Qualifying Transaction “the Proposed Transaction” or “the Agreement” with AFC and Black Pine Resources Corp. (“Black Pine”), a private corporation incorporated under the laws of the Province of British Columbia. The Company, Black Pine and AFC entered into a binding merger agreement, as amended, whereby the Company is anticipated to acquire the business of Black Pine. Three of the directors of the Company are also directors and / or officers of Black Pine.

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2024 and 2023 (Expressed in Canadian dollars)

11. PROPOSED TRANSACTION AND SUBSEQUENT EVENT (Continued)

On October 17, 2024, the Company and Black Pine have entered into a termination agreement with AFC, terminating the previously announced transaction pursuant to the second amended and restated merger agreement dated May 21, 2024.

The purchase of AFC required consent from the Exchange, which the Company had not obtain and thus inadvertently contravened the policies of the Exchange. At the request of the Exchange, the Company has agreed to unwind the acquisition of AFC. To that end, the Company has entered into a share purchase agreement with Richard Barnett whereby the Company will sell and Mr. Barnett will purchase the sole outstanding common share of AFC in consideration for the purchase price paid by the Company for such share, being $1.00 (the “Unwinding Transaction”). Pursuant to the Unwinding Transaction, all liabilities of AFC will remain liabilities of AFC and will not be assumed by the Company. During the year ended June 30, 2024, the Company reclassified $95,000 of subscriptions received from equity to liabilities as this amount will no longer be settled with the Company’s shares.

Subsequent to the completion of the Unwinding Transaction, the Company and Black Pine entered into a merger agreement with 1504671 B.C. Ltd. (“New AcquisitionCo”). This merger agreement features near identical terms (other than (i) the replacement of AFC with New AcquisitionCo and (ii) the revision of the outside date of the Merger Agreement to February 28, 2025) to the previously terminated Original Agreement, pursuant to which the Company and Black Pine are anticipated to complete a three-cornered amalgamation, whereby New AcquisitionCo will amalgamate with Black Pine under the Business Corporations Act (British Columbia).

Subject to satisfaction or waiver of the conditions precedent referred to herein and in the Merger Agreement, the Company and Black Pine anticipate that the Proposed Transaction will be completed no later than December 31, 2024. There is no assurance that the Proposed Transaction will be completed on the terms proposed herein or at all.

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2024 and 2023 (Expressed in Canadian dollars)

11. PROPOSED TRANSACTION AND SUBSEQUENT EVENT (Continued)

Concurrent Financing

The parties have also revised the requirement for Black Pine to complete a private placement of up to 10,000,000 subscription receipts (the "Subscription Receipts") at a price per Subscription Receipt of $0.10. Each Subscription Receipt will be converted into one unit of Black Pine comprised of one common share of Black Pine and one common share purchase warrant (a "BP Warrant"), exercisable to acquire one common share of Black Pine for a period of three years after its issuance at a price per share of $0.20. The parties further provided clarity that if the price of the common shares of the post-Proposed Transaction Resulting Issuer exceeds $0.28 over a period of eight consecutive trading dates commencing four months from the date of the issuance of the BP Warrant, then the Resulting Issuer may give notice in writing within 30 days of such occurrence to the holder of the BP Warrant (or the common share purchase warrants issued in exchange for the BP Warrants) (together, the "RI Warrants") that the RI Warrant shall expire at the accelerated expiry time, being 30 days from the date of the notice, unless previously exercised by the holder.

Furthermore, Black Pine has agreed to be responsible for all costs and charges incurred with respect to the Proposed Transaction.

SCHEDULE D AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF AQR FOR THE YEARS ENDED JUNE 30, 2023 AND 2022

See attached.

156

Anquiro Ventures Ltd.

Consolidated Financial Statements For the years ended June 30, 2023, and 2022

Expressed in Canadian Dollars

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Independent Auditor's Report

To the Shareholders of Anquiro Ventures Ltd.

Opinion

We have audited the consolidated financial statements of Anquiro Ventures Ltd. (the “Company”), which comprise the consolidated statements of financial position as at June 30, 2023 and 2022, and the consolidated statements of comprehensive loss, changes in shareholders’ equity (deficit) and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards.

Basis for Opinion

Material Uncertainty Related to Going Concern

We draw attention to Note 1 to the financial statements, which describes events or conditions that indicate the existence of a 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.

Key Audit 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 report.

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Other Information

Management is responsible for the other information. The other information comprises the information included in 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.

Responsibilities of Management and Those Charged with Governance for the Financial

Statements

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

Auditor's Responsibilities for the Audit of the Financial Statements

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.

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

Yours truly,

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DALE MATHESON CARR-HILTON LABONTE LLP

CHARTERED PROFESSIONAL ACCOUNTANTS Vancouver, BC

October 27, 2023

ANQUIRO VENTURES LTD.

Consolidated Statements of Financial Position

(Expressed in Canadian dollars)

		June 30,	June 30,
	Note	2023	2022
Assets
Current assets
Cash		$18,377	$ 51,291
Total assets		$ 18,377	$ 51,291
Liabilities and shareholders’ equity (deficit)
Current liabilities
Accounts payable and accrued liabilities	4	$ 78,270	$ 32,878
Shareholder loan	5,6	5,499	5,499
		83,769	38,377
Shareholders’ equity (deficit)
Share capital	7	255,521	255,521
Subscriptions received	3,11	95,000	-
Share based payment reserve	7	44,316	44,316
Deficit		(460,229)	(286,923)
Total shareholders’ equity (deficit)		(65,392)	12,914
Total liabilities and shareholders’ equity (deficit)		$ 18,377	$ 51,291

Nature and continuance of operations (Note 1)

Proposed transaction (Note 11)

Approved by Directors:

“Joe DeVries” “Richard Barnett” Joe DeVries, Director Richard Barnett, Director

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

ANQUIRO VENTURES LTD.

Consolidated Statements of Comprehensive Loss Years ended June 30, 2023 and 2022 (Expressed in Canadian dollars)

Note	2023 2022
Administrative expenses General and administrative Professional fees Project investigation Shareholder communications Transfer agent and filing fees Travelandrelated	$ 414 $ 364 40,558 35,797 900 - 2,100 - 23,024 14,937 3,656 294
Other expense Transaction cost 3	70,652 51,392 102,654 -
Net and comprehensive loss for the year	$ (173,306) $ (51,392)
Weighted average number of outstanding shares	4,500,001 4,500,001
Basic and diluted loss per share	$ (0.04) $ (0.01)

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

ANQUIRO VENTURES LTD.

Consolidated Statement of Changes in Shareholders’ Equity (Deficit) (Expressed in Canadian dollars)

Note	Share capital Number of shares Amount Subscriptions received Share based payment reserve Deficit Total shareholders’ equity (deficit)
Balance at June 30, 2021 Netlossforthe year	4,500,001 $ 255,521 $ - $ 44,316 $ (235,531) $ 64,306 - - - - (51,392) (51,392)
Balance at June 30, 2022 Subscriptions received 3,11 Netlossforthe year	4,500,001 255,521 - 44,316 (286,923) 12,914 - - 95,000 - - 95,000 - - - - (173,306) (173,306)
Balance at June 30, 2023	4,500,001 $ 255,521 $95,000 $ 44,316 $ (460,229) $(65,392)

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

ANQUIRO VENTURES LTD.

Consolidated Statements of Cash Flows

Years ended June 30, 2023 and 2022 (Expressed in Canadian dollars)

	2023 2022
Cash provided by (used in): Operating activities Net loss in the year Item not effecting cash Transaction cost Net change in non-cash working capital items: Accounts payable and accruedliabilities	$ (173,306) $ (51,392) 102,654 - 26,020 13,958
Cash used in operatingactivities	(44,632) (37,434)
Investing activities Cash obtained on acquisition of Anquiro Financial Corp.	11,718 -
Decrease in cash Cash,beginning	(32,914) (37,434) 51,291 88,725
Cash, ending	$ 18,377 $51,291

Non-cash transactions:

During the year ended June 30, 2023, the Company acquired Anquiro Financial Corp by way of share transfer (Notes 3).

During the year ended June 30, 2022, there were no non-cash transactions, other than described in Note 3.

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

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2023 and 2022 (Expressed in Canadian dollars)

1. NATURE AND CONTINUANCE OF OPERATIONS

The principal business of the Company will be the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction (“QT”). The Company has not commenced operations and has no assets other than cash. The Company’s continuing operations as intended are dependent upon its ability to identify evaluate and negotiate an acquisition, or a business, or an interest therein. Such an acquisition would be subject to regulatory and shareholder approval as required.

The proposed business of the Company, and the completion of a Qualifying Transaction, involves a high degree of risk. There is no assurance that the Company will identify an appropriate business for acquisition or investment, and even if so identified and warranted, it may not be able to finance such an acquisition or investment within the requisite time period. Additional funds will be required to enable the Company to pursue such an initiative, and the Company may be unable to obtain such financing on terms which are satisfactory to it. Furthermore, there is no assurance that the business will be profitable. These factors indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. Should the Company be unable to continue as a going concern, the net realizable value of its assets may be materially less than the amounts on its statements of financial position. Such adjustment could be material.

At June 30, 2023, the Company had a working capital deficit of $65,392. The Company’s ability to meet its obligations and maintain its current operations is contingent upon successful completion of additional financing arrangements, continued cooperation of creditors and related parties, completing a Qualifying Transaction and generating profitable operations (Note 11).

2. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION

(a) Statement of compliance

The financial statements were approved by the board of directors on October 27, 2023.

(b) Basis of presentation

These consolidated financial statements have been prepared on a historical cost basis, modified where applicable and are presented in Canadian dollars, which is the Company’s functional currency.

(c) Consolidation

On June 8, 2023, the Company acquired 100% the shares of Anquiro Financial Corp. (“AFC”) as described in Note 3 and 11. As at June 30, 2023, these consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, AFC, from the date of acquisition. The financial statements for the year ended June 30, 2022 are unconsolidated.

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2023 and 2022 (Expressed in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION (Continued)

(d) Use of estimates and judgments

(e) Financial instruments

(i) Classification

Cash is classified as FVTPL; accounts payable and shareholder loan are classified as amortized cost.

(ii) Measurement

Financial assets and liabilities at amortized cost:

Financial assets and liabilities at FVTPL:

Debt investments at FVTOCI:

These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognised in profit or loss. Other net gains and losses are recognised in other comprehensive income (“OCI”). On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss

Equity investments at FVTOCI:

These assets are subsequently measured at fair value. Dividends are recognised as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in OCI and are never reclassified to profit or loss.

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2023 and 2022 (Expressed in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION (Continued)

(iii) Impairment of financial assets at amortized cost

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the consolidated statements of comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

(iv) Derecognition

Financial assets:

Financial liabilities:

Gains and losses on derecognition are generally recognized in profit or loss.

(f) Loss per share

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2023 and 2022 (Expressed in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION (Continued)

(g) Income taxes

(h) Share-based payments

(i) Changes in accounting standards

Certain 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 material impact on the Company’s consolidated financial statements other than consolidated note disclosures. The Company has not early adopted these revised standards.

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2023 and 2022 (Expressed in Canadian dollars)

3. ACQUISITION OF ANQUIRO FINANCIAL CORP.

During the year ended June 30, 2023, pursuant to the proposed Qualifying Transaction, as further described in Note 11, the Company acquired AFC on June 8, 2023, a Canadian company incorporated under the British Columbia Business Corporations Act, by way of share transfer. AFC transferred its one issued and outstanding common share to the Company, which constitutes the acquisition of 100% of AFC. AFC was formed as a special purpose vehicle in connection to the facilitation of the Company’s Qualifying Transaction and was controlled by a director of the Company.

	-$-
Assets
Cash	11,718
Liabilities
Accounts payable	(8,872)
Accrued liabilities	(10,500)
Subscriptions received	(95,000)
	(114,372)
Net transactioncost	(102,654)

The subscriptions received of $95,000 will be settled by the issuance of common shares upon the completion of a Qualifying Transaction and accordingly will be classified as equity.

The fair value of the net assets of $(102,654) was expensed as a transaction cost in the consolidated statement of comprehensive loss during the year ended June 30, 2023.

4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	June 30,	June 30,
	2023	2022
	-$-	-$-
Accounts payable	54,520	25,878
Accruedliabilities	23,750	7,000
	78,270	32,878

5. SHAREHOLDER LOAN

As at June 30, 2023, the balance of the shareholder loan is $5,499 (June 30, 2022 - $5,499); this amount is unsecured, non-interest bearing and has no fixed terms for repayment (Note 6).

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2023 and 2022 (Expressed in Canadian dollars)

6. RELATED PARTY TRANSACTIONS

As at June 30, 2023, the balance of $5,499 (June 30, 2022 - $5,499) is due to a director of the Company and is included as a shareholder loan (Note 5).

The sole share outstanding in AFC was held by a director of the Company prior to its transfer to the Company (Note 3).

The Company has identified all of the directors and officers as its key management personnel. During the years ended June 30, 2023 and 2022, the Company did not incur transactions with directors and officers, or companies that are controlled by directors or officers of the Company, other than disclosed above.

7. SHARE CAPITAL

Common shares

The Company has authorized an unlimited number of common shares without par value.

As at June 30, 2023 and June 30, 2022, there were 4,500,001 issued and fully paid common shares.

There have been no share capital transactions during the years ended June 30, 2022 and 2023.

Loss per share

Upon the Company completing its IPO, the common shares issued to the Company’s founders were subject to an escrow agreement and may be cancelled in the event that the Company is unable to complete its Qualifying Transaction within certain time limits. Accordingly, these shares were initially accounted for as contingently returnable shares and excluded from the calculation of loss per share up to the year ended June 30, 2020. Under the New CPC Policy approved by the shareholders, these shares will no longer be cancelled and therefore have now been included in the calculation of loss per share in the years ended June 30, 2023 and 2022.

Stock options

Details of the Company’s stock options outstanding are as follows:

		Options outstanding	Options outstanding	Options outstanding
	Options outstanding	Weighted average exercise price -$-		Weighted average remaining life
Balance, June 30,2021	450,000		0.10	1.65 years
Balance, June 30, 2022	450,000		0.10	0.65 years
Expired	(450,000)		(0.10)	-
Balance, June 30,2023	-		-	-

During the year ended June 30, 2023, 450,000 stock options expired unexercised on February 23, 2023.

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2023 and 2022 (Expressed in Canadian dollars)

7. SHARE CAPITAL (Continued)

Share-based payment reserve

During the year ended June 30, 2023 and 2022, the Company did not have any share-based payment reserve transactions.

8. FINANCIAL INSTRUMENTS AND RISKS

(a) Fair values The fair values of cash, accounts payable and shareholder loan approximate their carrying values due to the short-term to maturities of these financial instruments.

(b ) Interest rate 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 not exposed to interest rate risk as it does not have any assets or liabilities that are affected by changes in interest rates.

(c) Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet its liquidity requirements at any point in time. The Company achieves this by maintaining sufficient cash on hand to meet its financial obligations. The Company is exposed to liquidity risk.

(d) Credit risk

9. CAPITAL MANAGEMENT

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2023 and 2022 (Expressed in Canadian dollars)

10. INCOME TAXES

		June 30,		June 30,
		2023		2022
Net loss before income tax	$	(173,306)	$	(51,392)
Statutory tax rate		27%		27%
Expected income tax recovery at the statutory tax rate		(46,793)		(13,876)
Non-deductible item		27,717		-
Acquisition of AFC		(27,717)		-
Changein valuationallowance		46,793		13,876
Incometax recovery	$	-	$	-

The Company has the following deductible temporary differences for which no deferred tax asset has been recognized:

		June 30,		June 30,
		2023		2022
Non-capital losses	$	485,136	$	311,829
	$	485,136	$	311,829

The non-capital losses of approximately $485,000 will commence expiring in the year 2035.

11. PROPOSED TRANSACTION

On June 16, 2023, as amended on October 22, 2023, the Company became party to a Definitive Agreement to complete a Qualifying Transaction “the Proposed QT” or “the Agreement” with AFC and Black Pine Resources Corp. (“Black Pine”). The Company, Black Pine and AFC entered into a binding merger agreement, as amended, (the "Merger Agreement"), whereby the Company is anticipated to acquire the business of Black Pine. The Merger Agreement outlines the terms and conditions pursuant to which the Company and Black Pine are anticipated to complete a three-cornered amalgamation, whereby AFC will amalgamate with Black Pine under the Business Corporations Act (British Columbia) (the "Proposed Transaction").

Black Pine is a mineral exploration company focused on the acquisition and exploration of mineral properties. Black Pine entered into a letter of intent dated April 12, 2022 with Great Basin Resources Inc., a privately held natural resource company, pursuant to which it is entitled to earn an undivided 100% interest in the Sugarloaf Copper Project. The Sugarloaf Property is comprised of 77 unpatented mining claims covering a total of 1,544 acres located in New Mexico.

Upon completion of the Proposed Transaction, it is anticipated that the Company will have changed its name to "Black Pine Resources Corp." or such other name as may be agreed upon in writing by Black Pine and the Company (the "Resulting Issuer"). The Proposed Transaction, if completed, will constitute the Company’s "Qualifying Transaction" (as such term is defined in Policy 2.4 - Capital Pool Companies ("Policy 2.4") of the Exchange. Upon completion of the Proposed Transaction, the Resulting Issuer will carry on the business of Black Pine and intends to list as a tier 2 mining issuer on the Exchange.

Subject to satisfaction or waiver of the conditions precedent, the Company and Black Pine anticipate that the Proposed Transaction will be completed no later than January 31, 2024. There is no assurance that the Proposed Transaction will be completed on the terms proposed herein or at all.

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2023 and 2022 (Expressed in Canadian dollars)

11. PROPOSED QUALIFYING TRANSACTION (continued)

The Proposed Qualifying Transaction

The Proposed Transaction will result in the Company acquiring all of the issued and outstanding securities of Black Pine in exchange for the issuance of securities of the Company by way of a three-cornered amalgamation between Black Pine, the Company and AFC, and Black Pine becoming a wholly-owned subsidiary of the Company.

In exchange for each common share of Black Pine, the Company will issue to the shareholders of Black Pine, on a prospectus and registration exempt basis, one company share at an issuance price of $0.10 per company share (the "Resulting Issuer List Price").

On completion of the Proposed Transaction, the former shareholders of Black Pine will own a majority of the issued and outstanding common shares of the Resulting Issuer (the "Resulting Issuer Shares"). Assuming completion of the maximum concurrent financings (as defined below), upon completion of the Proposed Transaction, the former shareholders of Black Pine as a group are expected to hold approximately 83.6% of the Resulting Issuer's issued and outstanding shares, and the shareholders of the Company immediately prior to the closing of the Proposed Transaction as a group are expected to hold approximately 16.4% of the Resulting Issuer's issued and outstanding shares, on a non-diluted basis.

The completion of the Proposed Transaction is subject to the satisfaction of various conditions, including but not limited to (i) the receipt of all necessary corporate approvals, (ii) the receipt of regulatory and Exchange approval for the Proposed Transaction to the extent as required by applicable law and policies of the Exchange; (iii) the filing with the applicable securities regulatory authorities of a filing statement or information circular regarding the Proposed Transaction, (iv) the receipt of conditional approval from the Exchange for the Proposed Transaction and the listing of the Resulting Issuer Shares upon completion of the Proposed Transaction; and (v) the completion of the Name Change. There can be no assurance that the Proposed Transaction will be completed on the terms proposed above or at all.

Concurrent Financing

Prior to the effective time of the Proposed Transaction, Black Pine will undertake a private placement offering of securities in Black Pine of up to 7,000,000 subscription receipts of Black Pine ("Subscription Receipts") for aggregate gross proceeds of up to $700,000.

Upon satisfaction of certain escrow release conditions, each Subscription Receipt will automatically convert into one unit of Black Pine (an "SR Unit"), comprised of one common share in the capital of Black Pine and one of one common share purchase warrant of Black Pine, at no additional cost to the holder.

SCHEDULE E UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF AQR FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2025

See attached.

157

Anquiro Ventures Ltd.

Consolidated Condensed Interim Financial Statements For the periods ended December 31, 2025, and 2024

Expressed in Canadian Dollars

ANQUIRO VENTURES LTD.

Consolidated Statements of Financial Position

(Expressed in Canadian dollars)

		December 31,	June 30,
As at	Note	2025	2025
Assets
Current assets
Cash		$ 108	$ 66
Total assets		$ 108	$ 66
Liabilities and shareholders’ deficit
Current liabilities
Accounts payable and accrued liabilities	4,6	$ 112,853	$ 116,515
Shareholder loan	5,6	5,499	5,499
		118,352	122,014
Shareholders’ deficit
Share capital	7	255,521	255,521
Share based payment reserve	7	44,316	44,316
Deficit		(418,081)	(421,785)
Total shareholders’ deficit		(118,244)	(121,948)
Total liabilities and shareholders’ deficit		$ 108	$ 66

Nature and continuance of operations (Note 1)

Proposed transaction and subsequent event (Note 10)

Approved by Directors:

“Joe DeVries” “Richard Barnett”

Joe DeVries, Director

Richard Barnett, Director

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

ANQUIRO VENTURES LTD.

Consolidated Statements of Comprehensive Loss For the periods ended December 31, 2025 and 2024 (Expressed in Canadian dollars)

		Six months ended	Six months ended	Three months ended	Three months ended	Three months ended
		December 31,		December 31,
	Note	2025	2024	2025		2024
Administrative expenses
General and administrative		$ 96	$ 50	$ 54	$	110
Professional fees		19,837	16,289	13,896		7,881
Shareholder communications		49	1,384	49		586
Transfer agent and filing fees		2,793	23,892	1,427		22,400
		22,775	41,615	15,426		30,977
Other items
Gain on unwinding subsidiary	3	-	(107,390)	-	(107,390)
Expense recovery	10	(26,479)	(36,822)	(26,479)	(18,914)
Net comprehensive income for the period		$ 3,704	$ 102,597	$ 11,053	$	95,327
Weighted average number of outstanding	shares	4,500,001	4,500,001	4,500,001	4,500,001
Basic and diluted gainper share		$0.01	$ 0.02	$0.01	$	0.01

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

ANQUIRO VENTURES LTD.

Consolidated Statement of Changes in Shareholders’ Deficit (Expressed in Canadian dollars)

Note	Share capital Number of shares Amount Share based payment reserve Deficit Total shareholders’ equity (deficit)
Balance at June 30, 2024 Net income for the period	4,500,001 $ 255,521 $ 44,316 $ (507,721) $ (207,884) - - - 102,597 102,597
Balance at December 31, 2024	4,500,001 $ 255,521 $ 44,316 $ (405,124) $ (105,287)
Balance at June 30, 2025 Net income for the period	4,500,001 $ 255,521 $ 44,316 $ (421,785) $ (121,948) - - - 3,704 3,704
Balance at December 31, 2025	4,500,001 $ 255,521 $ 44,316 $(418,081) $(118,244)

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

ANQUIRO VENTURES LTD.

Consolidated Statements of Cash Flows For the periods ended December 31, 2025 and 2024 (Expressed in Canadian dollars)

		2025	2024
Cash provided by (used in):
Operating activities
Net income (loss) in the period	$	3,704	$ 102,597
Net change in non-cash working capital items:
Prepaids		-	335
Subscription liabilities		-	(95,000)
Accounts payable and accruedliabilities		(3,662)	(8,696)
Cashusedinoperating activities		(42)	(764)

Increase (decrease) in cash		42	(764)
Cash, beginning		66	930
Cash, ending	$	108	$ 166

Non-cash transactions:

During the periods ended December 31, 2025, and 2024, there were no non-cash transactions.

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

ANQUIRO VENTURES LTD. Notes to the Condensed Consolidated Interim Financial Statements For the periods ended December 31, 2025 and 2024 (Expressed in Canadian dollars)

1. NATURE AND CONTINUANCE OF OPERATIONS

The proposed business of the Company, and the completion of a Qualifying Transaction, involves a high degree of risk. There is no assurance that the Company will identify an appropriate business for acquisition or investment, and even if so identified and warranted, it may not be able to finance such an acquisition or investment within the requisite time period. Additional funds will be required to enable the Company to pursue such an initiative, and the Company may be unable to obtain such financing on terms which are satisfactory to it. Furthermore, there is no assurance that the business will be profitable. These factors indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. Should the Company be unable to continue as a going concern, the net realizable value of its assets may be materially less than the amounts on its statements of financial position. Such adjustment could be material.

At December 31, 2025, the Company had current liabilities exceeding current assets by $118,244 and accumulated losses of $418,081. The Company’s ability to meet its obligations and maintain its current operations is contingent upon successful completion of additional financing arrangements, continued cooperation of creditors and related parties, completing a Qualifying Transaction and generating profitable operations (Note 10).

2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION

(a) Statement of compliance

The financial statements were approved by the board of directors on February 25, 2026.

ANQUIRO VENTURES LTD. Notes to the Condensed Consolidated Interim Financial Statements For the periods ended December 31, 2025 and 2024 (Expressed in Canadian dollars)

2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (Continued)

(b) Basis of presentation

These consolidated financial statements have been prepared on a historical cost basis, modified where applicable and are presented in Canadian dollars, which is the Company’s functional currency.

(c) Consolidation change

On June 8, 2023, the Company acquired 100% of the shares of Anquiro Financial Corp. (“AFC”) as described in Notes 3 and 10. As at December 31, 2025 and 2024, these consolidated financial statements include the accounts of the Company, its wholly owned subsidiary 1504671 B.C. Ltd., and its wholly owned subsidiary, AFC, from its date of acquisition. In September 2024, as further described in notes 3, and 10, the Company unwound the acquisition of AFC.

(d) Use of estimates and judgments

(e) Financial instruments

(i) Classification

Cash is classified as FVTPL; accounts payable and shareholder loan are classified as amortized cost.

(ii) Measurement

Financial assets and liabilities at amortized cost:

Financial assets and liabilities at FVTPL:

ANQUIRO VENTURES LTD. Notes to the Condensed Consolidated Interim Financial Statements For the periods ended December 31, 2025 and 2024 (Expressed in Canadian dollars)

2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (Continued)

(iii) Derecognition

Financial assets:

Financial liabilities:

Gains and losses on derecognition are generally recognized in profit or loss.

(f) Earnings ( loss) per share

Basic earnings (loss) per share is calculated by dividing the net income (loss) available to common shareholders by the weighted average number of shares outstanding during the year. Diluted earnings per share reflect the potential dilution of securities that could share in earnings of an entity.

In a loss year, potentially dilutive common shares are excluded from the loss per share calculation as the effect would be anti-dilutive. Basic and diluted earnings (loss) per share is the same for the periods presented.

(g) Income taxes

ANQUIRO VENTURES LTD. Notes to the Condensed Consolidated Interim Financial Statements For the periods ended December 31, 2025 and 2024 (Expressed in Canadian dollars)

2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (Continued)

(h) Share-based payments

(i) Changes in accounting standards

3. ACQUISITION AND DISPOSITION OF ANQUIRO FINANCIAL CORP.

During the year ended June 30, 2023, pursuant to the proposed Qualifying Transaction as further described in Note 10, the Company acquired AFC on June 8, 2023, a Canadian company incorporated under the British Columbia Business Corporations Act, by way of a share transfer. AFC transferred its one issued and outstanding common share to the Company, which constitutes the acquisition of 100% of AFC. AFC was formed as a special purpose vehicle in connection to the facilitation of the Company’s Qualifying Transaction and was controlled by a director of the Company.

follows:
	-$-
Assets
Cash	11,718
Liabilities
Accounts payable	(8,872)
Accrued liabilities	(10,500)
Subscriptions received	(95,000)
	(114,372)
Net transaction cost	(102,654)

During the year ended June 30, 2025, the Company unwound the acquisition of AFC by transferring its one issued and outstanding common share back to the original vendor for no proceeds. As a result, the Company recorded a gain of $107,429 primarily from a reduction in liabilities that AFC assumed.

Notes to the Condensed Consolidated Interim Financial Statements For the periods ended December 31, 2025 and 2024 (Expressed in Canadian dollars)

ANQUIRO VENTURES LTD.

4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	December 31,	June 30,
	2025	2025
	-$-	-$-
Accounts payable	100,103	96,265
Accrued liabilities	12,750	20,250
	112,853	116,515

5. SHAREHOLDER LOAN

As at December 31, 2025, the balance of the shareholder loan is $5,499 (June 30, 2025 - $5,499); this amount is unsecured, non-interest bearing and has no fixed terms for repayment (Note 6).

6. RELATED PARTY TRANSACTIONS

As at December 31, 2025, $5,499 (June 30, 2025 - $5,499) is due to a director of the Company and is included as a shareholder loan (Note 5). The amount is non-interest bearing, unsecured and payable on demand.

As at December 31, 2025, the following balances were outstanding to a director and companies controlled by a director of the Company:

recorded to accounts payable, $16,897 (June 30, 2025 - $14,150) for business expenses paid by a director and companies controlled by a director of the company.

The Company has identified all of the directors and officers as its key management personnel. During the periods ended December 31, 2025 and 2024, the Company did not incur transactions with directors and officers, or companies that are controlled by directors or officers of the Company, other than disclosed above.

7. SHARE CAPITAL

Common shares

The Company has authorized an unlimited number of common shares without par value.

As at December 31, 2025 and 2024, there were 4,500,001 issued and fully paid common shares.

There have been no share capital transactions during the periods ended December 31, 2025 and June 30, 2025.

ANQUIRO VENTURES LTD. Notes to the Condensed Consolidated Interim Financial Statements For the periods ended December 31, 2025 and 2024 (Expressed in Canadian dollars)

7. SHARE CAPITAL (Continued)

Stock options

There are no options outstanding in fiscal 2026 or 2025.

Share-based payment reserve

The share-based payment reserve records items recognized as stock-based compensation expense until the options or warrants are exercised, at which time the corresponding amount will be transferred to share capital. During the periods ended December 31, 2025 and the year ended June 30, 2025, the Company did not grant any stock options.

8. FINANCIAL INSTRUMENTS AND RISKS

(a) Fair values The fair values of cash, accounts payable and shareholder loan approximate their carrying values due to the short-term to maturities of these financial instruments.

(b ) Interest rate

(c) Liquidity risk

(d) Credit risk

(e) Foreign exchange risk

ANQUIRO VENTURES LTD. Notes to the Condensed Consolidated Interim Financial Statements For the periods ended December 31, 2025 and 2024 (Expressed in Canadian dollars)

9. CAPITAL MANAGEMENT

The Company’s capital structure consists of cash and shares. The Company manages its capital structure, and makes adjustments to it, based on the funds available to the Company, in order to complete a Qualifying Transaction. 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. In order to carry out the planned activities and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company’s approach to capital management since inception. The Company is not subject to externally imposed capital requirements.

10. PROPOSED TRANSACTIONS

The purchase of AFC required consent from the Exchange, which the Company had not obtained and inadvertently contravened the policies of the Exchange. At the request of the Exchange, the Company agreed to unwind the acquisition of AFC, and all liabilities of AFC will remain liabilities of AFC and will not be assumed by the Company.

ANQUIRO VENTURES LTD. Notes to the Condensed Consolidated Interim Financial Statements For the periods ended December 31, 2025 and 2024 (Expressed in Canadian dollars)

10. PROPOSED TRANSACTIONS (Continued)

The Proposed Transaction is a Non-Arm’s Length Qualifying Transaction as the same parties and their Associates or Affiliates are Control Persons (as such aforementioned capitalized terms are defined in the policies of the Exchange) in both the Company and Black Pine. Furthermore, the Proposed Transaction may be considered a related party transaction (as such term is defined in Multilateral Instrument 61-101) because as three directors or officers of the Company are also directors or officers of Black Pine and the aggregated holdings of the issued and outstanding common shares of the Company and of Black Pine by Principals (as such term is defined in the policies of the Exchange) of the Company exceed 20%.

Subject to satisfaction or waiver of the condition’s precedent referred to herein and in the Merger Agreement, the Company and Black Pine anticipate that the Proposed Transaction will be completed by April 30, 2026. There is no assurance that the Proposed Transaction will be completed on the terms proposed herein or at all.

Concurrent Financing

The Parties have also revised the concurrent financing whereby Anquiro and Black Pine are funding jointly to complete a private placement of up to 15,000,000 subscription receipts (the "Subscription Receipts") at a price per Subscription Receipt of $0.10. Each Subscription Receipt received by Black Pine will be converted into one unit of Black Pine comprised of one common share of Black Pine and one common share purchase warrant (a "BP Warrant"), exercisable to acquire one common share of Black Pine for a period of three years after its issuance at a price per share of $0.20.

Each Subscription Receipt raised by Anquiro will be issued and subject to final approval of the Subscription Receipts and Proposed Transaction by the TSX Venture Exchange. All securities shall be subject to a four month and a day hold period in Canada.

The financing is subject to an acceleration clause, whereby, if the price of the common shares of the postProposed Transaction Resulting Issuer exceeds $0.28 over a period of eight consecutive trading dates commencing four months from the date of the issuance of the BP Warrant, then the Resulting Issuer may give notice in writing within 30 days of such occurrence to the holder of the BP Warrant (or the common share purchase warrants issued in exchange for the BP Warrants) (together, the "RI Warrants") that the RI Warrant shall expire at the accelerated expiry time, being 30 days from the date of the notice, unless previously exercised by the holder.

Furthermore, Black Pine has agreed to be responsible for all costs and charges incurred with respect to the Proposed Transaction.

SCHEDULE F AUDITED FINANCIAL STATEMENTS OF BLACK PINE FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

See attached

158

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2025

Date prepared: February 27, 2026

This management discussion and analysis (the “MDA”) of the financial position of Black Pine Resources Corp. (the “Company”), and results of operations prepared on February 27, 2026 should be read in conjunction with the audited financial statements for the year ended December 31, 2025. All monetary amounts referred to herein are in Canadian dollars unless otherwise stated. These financial statements together with this MDA are intended to provide investors with a reasonable basis for assessing the financial performance of the Company. Refer to Note 3 of the financial statements for the Company’s material accounting policies.

FORWARD LOOKING STATEMENTS

Information contained in this MDA that is not historical fact may be considered “forward looking statements”. These forwardlooking statements sometimes include words to the effect that management believes or expects a stated condition or result. All estimates and statements that describe the Company’s objectives, goals or plans are forward looking statements. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties.

Actual results could differ materially from those currently anticipated due to a number of factors, including such variables as fluctuation of exchange rate, legislative and other regulatory or political changes, competition in areas where the Company operates, and other factors discussed herein. Readers are cautioned not to place undue reliance on this forward-looking information.

OVERVIEW

Corporate Development

During the prior year, the Company commenced a change of business to mineral property acquisition, and exploration as further described below. As at December 31, 2025, the Company has an accumulated deficit of $1,400,994 (2024 - $1,227,744).

The Proposed Qualifying Transaction

On June 16, 2023, as amended on October 22, 2023, January 31, 2024, May 21, 2024, October 17, 2024, November 12, 2024, February 27, 2025, May 30, 2025, October 30, 2025 and January 31, 2026, the Company (“Black Pine”) became party to a Definitive Agreement to complete a Qualifying Transaction “the Proposed Transaction” or “the Agreement” Anquiro Ventures Ltd. (“Anquiro” or “the Resulting Issuer”) and Anquiro Financial Corp. (“AFC”), a wholly owned subsidiary of AVL. The Anquiro, Black Pine and AFC entered into a binding merger agreement, as amended, whereby the Resulting Issuer is anticipated to acquire the business of Black Pine. Black Pine has three directors and or officers in common with the Resulting Issuer. Anquiro is a public company listed on the TSX Venture Exchange (the “Exchange”) which has completed its initial public offering and is in the principal business of identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction (“QT”),

Subsequent to the Unwinding Transaction, the Anquiro and Black Pine entered into a merger agreement with 1504671 B.C. Ltd. (“New AcquisitionCo”) and collectively (the “Parties”). This merger agreement features near identical terms (other than (i) the replacement of AFC with New AcquisitionCo and (ii) the revision of the outside date of the Merger Agreement to April 30, 2026) to the previously terminated Original Agreement, pursuant to which the Company and Black Pine are anticipated to complete a three-cornered amalgamation, whereby New AcquisitionCo will amalgamate with Black Pine under the Business Corporations Act (British Columbia).

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2025

The Proposed Transaction is a Non-Arm’s Length Qualifying Transaction as the same parties and their Associates or Affiliates are Control Persons (as such aforementioned capitalized terms are defined in the policies of the Exchange) in both the Company and Black Pine. Furthermore, the Proposed Transaction may be considered a related party transaction (as such term is defined in Multilateral Instrument 61-101) because as three directors or officers of the Company are also directors or officers of Black Pine and the aggregated holdings of the issued and outstanding common shares of the Company and of Black Pine by Principals (as such term is defined in the policies of the Exchange) of the Company exceed 20%.

Trading in the common shares of the Anquiro is currently suspended in accordance with the policies of the Exchange and will remain suspended until such time as all required documentation in connection with the Proposed Transaction has been filed with and accepted by the Exchange and permission to resume trading has been obtained from the Exchange.

Concurrent Financing

The Parties have also revised the concurrent financing whereby Anquiro and Black Pine are funding jointly to complete a private placement of up to 15,000,000 subscription receipts (the "Subscription Receipts") at a price per Subscription Receipt of $0.10. Each Subscription Receipt received by the Black Pine will be converted into one unit of Black Pine comprised of one common share of Black Pine and one common share purchase warrant (a "BP Warrant"), exercisable to acquire one common share of Black Pine for a period of three years after its issuance at a price per share of $0.20.

The financing is subject to an acceleration clause, whereby, if the price of the common shares of the post-Proposed Transaction Resulting Issuer exceeds $0.28 over a period of eight consecutive trading dates commencing four months from the date of the issuance of the BP Warrant, then the Resulting Issuer may give notice in writing within 30 days of such occurrence to the holder of the BP Warrant (or the common share purchase warrants issued in exchange for the BP Warrants) (together, the "RI Warrants") that the RI Warrant shall expire at the accelerated expiry time, being 30 days from the date of the notice, unless previously exercised by the holder.

In connection to the financing, during the year ended December 31, 2025, Black Pine received Subscription Receipts of $155,000, recorded as subscription liabilities. Subsequent to the year ended December 31, 2025, the Company closed the first tranche of the financing in Black Pine, issuing 4,800,000 units priced at $0.10 per unit comprised of one common share and on share purchase warrant priced at $0.20, and had received the total Subscription Receipts of $685,000 at the current date.

Furthermore, Black Pine has agreed to be responsible for all costs and charges incurred with respect to the Proposed Transaction.

Non-Arm's Length Parties

Mr. Joe DeVries and Ms. Keturah Nathe are directors of the Company and of Black Pine and Ms. Nathe is the President and Chief Executive Officer of Black Pine. Mr. Richard Barnett is a director of AQR and the Chief Financial Officer of Black Pine. As such, Mr. DeVries, Ms. Nathe and Mr. Barnett are: (i) Non-Arm's Length Parties and Insiders of the Company, and (ii) NonArm's Length Parties and Insiders of Black Pine. The Company does not consider the Proposed Transaction to be a "Non-Arm's Length Qualifying Transaction" (as such term is defined in Policy 2.4) as (i) Mr. DeVries holds more than 20% of the issued and outstanding Company Shares but less than 20% of the issued and outstanding BP Shares, (ii) Ms. Nathe holds less than 20% of the issued and outstanding Company Shares and less than 20% of the issued and outstanding BP Shares, and (iii) Mr.

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2025

Barnett holds less than 20% of the issued and outstanding Company Shares and less than 20% of the issued and outstanding BP Shares.

Insiders of the Resulting Issuer

Upon completion of the Proposed Transaction, it is anticipated that the board of directors of the Resulting Issuer will consist of five directors: Joe DeVries, Keturah Nathe, Christopher Cherry, Richard Drew Martel, and Richard Kern. It is anticipated that the senior management of the Resulting Issuer will be as follows: Keturah Nathe as Interim Chief Executive Officer and Corporate Secretary, and Teresa Cherry as Chief Financial Officer.

Sponsorship

Sponsorship of a Qualifying Transaction (as such term is defined in Policy 2.4) is required by the Exchange unless a waiver from the sponsorship requirement is obtained. The Company intends to apply for a waiver from sponsorship for the Proposed Transaction. There is no assurance that a waiver from this requirement will be obtained.

EXPLORATION AND EVALUATION ASSETS

During the year ended December 31, 2022, the Company entered into a property option agreement to acquire an exploration and evaluation asset; the Company acquired a 100% interest in the Sugarloaf Copper Project located in New Mexico, USA. The terms of the option agreement are described below:

(i) Reimbursement for documented expenditures, not to exceed US$100,000 (paid), including the preparation of a NI 43-101 technical report (completed);
(ii) Expending:
a) US$300,000 in exploration funds by no later than the first anniversary date of the closing of a public listing event, and;
b) US$500,000 in exploration funds by no later than the second anniversary date of the closing of a public listing event, and;
c) A cumulative aggregate of US$1,500,000 in exploration funds by no later than the third anniversary date of the closing of a public listing event, and;
d) A cumulative aggregate of US$3,000,000 in exploration funds by no later than the fourth anniversary date of the closing of a public listing event.

This property is subject to a 2.0% Net Smelter Return, and a cash payment of US$1,000,000 payable to the vendor upon the project attaining commercial production.

As at December 31, 2025, the Company incurred a total of $325,479 (2024 - $304,041) in expenditures on property option agreement as detailed below:

	Total
	-$-
Balance December 31, 2023	$ 253,955
Claims fees and claims renewals	21,012
Permit	74
Survey	-
Geological and Geophysical consulting	20,685
Field travel and related	8,300
Field supplies	15
Balance December 31,2024	$304,041
Claims fees and claims renewals	21,438
Balance December 31,2025	$325,479

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2025

During the year ended December 31, 2025, the Company had a balance in bonds with the state of New Mexico, USA, $99,134 (2024 - $nil).

The Company is pursuing a project of merit and a public listing and intends to raise capital through the issuance of common shares. The outcome of pursuing a project of merit and a public listing cannot be determined.

RESULTS OF OPERATIONS

At December 31, 2025, the Company had no continuing source of operating revenues and related expenditures.

During the year ended December 31, 2025, the net loss was $173,250 (2024 - $390,374). See the discussion below for explanations of the most significant variances.

COMPARISON OF RESULTS OF OPERATIONS

Significant variances between the year ended December 31, 2025 and 2024 are detailed as follows:

As a result of operations in the current year, the Company incurred $21,438 (2024 - $50,086) of expenditures on its exploration and evaluation asset, the Sugarloaf Copper Project, acquired by way of option agreement during the year ended December 31, 2022. During the year ended December 31, 2025, the Company had a balance in bonds with the state of New Mexico, USA, $99,134 (2024 - $nil).

Additionally, in the current year, the Company realized variances of increases in general and administration fees of $68,976 (2024 - $83,364), professional fees of $46,500 (2024 - $178,783), and management fees of $47,250 (2024 - $94,500) due to the increased services required to support the change of business, legal, accounting, and business activities related to the transaction, and the increase in business exploration activity.

Significant variances between the three months ended December 31, 2025 and 2024 are detailed as follows:

In the three months ended December 31, 2025, the net loss was $3,066 (2024: $137,886).

Additionally, in the current period, the Company realized variances of decreases management fees of $23,625 recovery (2024 - $23,625), and professional fees of $1,927 recovery (2024 - $81,756) due to timing adjustments into the three months ended December 31, 2025 and a decrease in management fees in the current year.

SELECTED ANNUAL INFORMATION

The following table provides a brief summary of the Company’s financial operations for the prior three fiscal years. For more detailed information, refer to the Company’s financial statements for the years then ended.

	Year Ended	Year Ended	Year Ended
	December 31, 2025	December 31, 2024	December 31, 2023
	-$-	-$-	-$-
Total assets	604,267	405,230	676,956
Working capital (deficiency)	(340,359)	(46,537)	393,924
Shareholders’ equity (deficiency)	84,254	257,504	647,878
Revenues	-	-	-
Comprehensive income (loss)	(173,250)	(390,374)	(371,322)
Income(loss) per share – basic and diluted	(0.01)	(0.02)	(0.02)

Year ended December 31, 2025:

In the year ended December 31, 2024, the Company’s total assets were $604,267 (2024- $405,230), comprehensive loss of $173,250 (2024- $390,374), and working capital deficiency of $340,359 (2024 working capital - $46,357). The Company expended $21,438 (2024 - $50,086) in exploration and evaluation expenditures on the Sugarloaf Copper Project during the fiscal year.

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2025

Additionally, in the current year, the Company realized a decrease in general and administration fees of $68,976 (2024 - $83,364) due to the decreased services required to support the change of business and increase in business activity, professional fees decreased to $46,500 (2024 - $178,783), as expenses in the current year include costs related to legal and auditing services in connection to the proposed transaction whereas the prior year included audit expenses for the year.

Year ended December 31, 2024:

In the year ended December 31, 2024, the Company’s total assets were $ 405,230 (2023- $676,956), comprehensive loss of $390,374 (2023 - $371,322), and working capital deficiency of $46,537 (2023 working capital - $393,924). The Company expended $50,086 (2023 - $72,150) in exploration and evaluation expenditures on the Sugarloaf Copper Project during the fiscal year.

Additionally, in the current year, the Company realized an increase in general and administration fees of $83,364 (2023 - $61,709) due to the increased services required to support the change of business and increase in business activity, professional fees increased to $178,783 (2023 - $154,606), as expenses in the current year include costs related to legal and auditing services in connection to the proposed transaction whereas the prior year included audit expenses for the year.

SUMMARY OF QUARTERLY RESULTS

The following is a summary of selected financial information compiled from the quarterly unaudited financial statements for eight quarters ending December 31, 2025:

	December 31,	September 30,	June 30,	March 31,
	2025	2025	2025	2025
Three months ended	-$-	-$-	-$-	-$-
Total assets	604,267	393,896	322,528	323,554
Cryptocurrencies	-	-	-	-
Other assets	-	-	-	-
Working capital (deficit)	(340,359)	(313,535)	(241,066)	(190,843)
Long term debt	-	-	-	-
Shareholders’ equity (deficiency)	84,254	11,944	62,975	113,198
Revenues	-	-	-	-
Net income (loss)	(3,066)	(51,031)	(50,222)	(68,931)
Income(loss) per share - basic and diluted	(0.00)	(0.00)	(0.00)	(0.00)

	December 31,	September 30,	June 30,	March 31,
	2024	2024	2024	2024
Three months ended	-$-	-$-	-$-	-$-
Total assets	405,230	738,652	498,633	602,804
Cryptocurrencies	-	-	-	-
Other assets	-	-	-	-
Working capital (deficit)	(46,537)	95,107	184,462	295,741
Long term debt	-	-	-	-
Shareholders’ equity	257,504	729,050	812,890	566,888
Revenues	-	-	-	-
Net income (loss)	(137,886)	(63,345)	(108,156)	(80,987)
Income(loss) per share - basic and diluted	(0.02)	(0.00)	(0.01)	(0.00)

During years ended December 31, 2025 and 2024, the Company is a private company and prepares financial statements on an annual basis. Other than the factors leading to certain costs discussed above in the section “Results of Operations”, management of the Company does not believe that meaningful information about the Company’s operations can be derived from an analysis of quarterly fluctuations.

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2025

LIQUIDITY AND CAPITAL RESOURCES

In the year ended December 31, 2025, significant cash flows are as follows:

Operating activities used cash flows of $10,123 (2024 cash flowed used: $334,999), including an increase trade payables and accrued liabilities of $217,287 (2024 - $118,648), an increase in deferred transaction costs of $53,297 (2024 - $82,874) and a decrease in prepaid expenses $863 (2024 increase - $19,601).

Investing activities used cash flows of $120,572 (2024 - $50,086) which include expenditures of the Sugarloaf Copper Project exploration and evaluation asset a used cash for a bond of $99,134 (2024 - $nil)

At December 31, 2025, the Company had working capital deficiency of $340,359 (2024 working deficiency - $46,537), and had an accumulated deficit of $1,400,994 (2024 - $1,227,744).

There can be no assurance of successfully completing future financings, successfully finding a project of merit and or achieving a public listing. The Company may need to raise further capital to continue operations, acquire a suitable project of merit, and pursue a public listing. Management is actively seeking such opportunities.

RELATED PARTY TRANSACTIONS

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, 2025, the balances due to related parties is $47,604[1] (2024 - $nil) due to a company owned by the CEO for management fees and nominal expenses, $118,366[2] (2024 - $22,000[2] ) due to a company owned by a director for office administration and professional fees and $31,500[3] (2024 - $nil[3] ) due to a company owned by a director for corporate administrative services. The balance advanced to a company controlled by a director of the Company for exploration and evaluation expenditures is $5,111[5] (2024 - $4,248[5] ).

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, 2025, the Company recorded transactions with related parties for management fees in the amount of $47,250[1] (2024 - $94,500[1] ) to a company controlled by the CEO, office facilities and professional fees of $64,200[2] (2024 - $79,466[2] ) to a company controlled by a director, geological consulting services of $ni[5] l (2024 - $6,642[5] ) to a company controlled by a director, and corporate administration fees of $31,500[3] (2024 - $31,500[3] ) to a company controlled by a director recorded as compensation costs for key management personnel and companies related to them.

Richard Drew Martel, VP Corporate Development, Director (January 9, 2018 – current) 2. Joe DeVries, Director 3. Keturah Nathe, Director 4. Richard Barnett, CFO 5. Richard Kern, Director

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2025

Amounts due to related parties consist of charges accrued for office administration, management fees and loans to the Company. These amounts are due to directors, officers, or companies controlled by directors or officers. These amounts are unsecured and are due on demand.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet arrangements.

OTHER MATTERS

Shares outstanding

At December 31, 2025, the Company has 15,931,728 common shares outstanding.

As at the current date, the Company has 20,731,728 common shares outstanding (Note 10 to the financial statements).

Stock options

At December 31, 2025 and the current date, the Company has 1,513,054 stock options outstanding as further described in Note 7 to the financial statements.

Warrants

At December 31, 2025, the Company has no warrants outstanding.

As at the current date, the Company has 4,800,000 warrants outstanding (Note 10 to the financial statements).

Directors

As at the current date, the Directors of the Company are: Richard Martel (President), Joe DeVries, Keturah Nathe, and Richard Kern.

FINANCIAL INSTRUMENTS, RISK MANAGEMENT, AND CAPITAL MANAGEMENT STRATEGY

Financial risk and capital management

The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is on its cash held in bank accounts. This risk is managed by using a major bank that is a high credit quality financial institution as determined by rating agencies.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations as they become due. The Company's ability to continue as a going concern is dependent on management's ability to raise required funding through future equity issuances. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments. The Company is exposed to liquidity risk.

Interest rate risk

The Company is not currently exposed to significant interest rate risk.

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2025

Capital Management

The Company’s objective when managing capital is to safeguard the Company’s ability to continue as a going concern such that it can provide returns for shareholders and benefits for other stakeholders. The Company considers the items included in shareholders’ equity as capital. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust its capital structure, the Company may issue new shares, sell assets to settle liabilities or return capital to its shareholders. The Company is not exposed to externally imposed capital requirements. There have been no changes to the Company’s management of capital for the years presented.

Currency risk

Currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The Company is exposed to foreign currency exchange risk as some of its mining and exploration operations are transacted in currencies other than the functional currency of the Company. If the Canadian dollar changes by ten percent against the US dollar, with all other variables held constant, the impact on the Company’s foreign denominated financial instruments would result in a $nil change in profit or loss.

Classification of financial instruments

Fair value

Financial instruments are classified into one of the following categories: FVTPL, amortized cost and FVTOCI. Set out below are the Company’s financial assets and liabilities by category:

December 31, 2024	FVTPL	FVTOCI	Amortized Cost
	$	$	$
FINANCIAL ASSETS
Assets
Cash	-	-	33,372
FINANCIAL LIABILITIES
Liabilities
Accountspayable and accrued liabilities	-	-	365,013

December 31, 2024	FVTPL	FVTOCI	Amortized Cost
	$	$	$
FINANCIAL ASSETS
Assets at amortized cost
Cash	-	-	9,067
FINANCIAL LIABILITIES
Liabilities at amortized cost
Accountspayable and accrued liabilities	-	-	147,726

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL INFORMATION

The Company's financial statements and the other financial information included in this management report are the responsibility of the Company's management, and have been examined and approved by the Board of Directors. The financial statements were prepared by management in accordance with generally accepted Canadian accounting principles and include certain amounts based on management’s best estimates using careful judgment. The selection of accounting principles and methods is management’s responsibility.

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2025

The Board of Directors supervises the financial statements and other financial information through its audit committee, which is comprised of a majority of non-management directors.

This committee’s role is to examine the financial statements and recommend that the Board of Directors approve them, to examine the internal control and information protection systems and all other matters relating to the Company’s accounting and finances. In order to do so, the audit committee meets annually with the external auditors, with or without the Company’s management, to review their respective audit plans and discuss the results of their examination. This committee is responsible for recommending the appointment of the external auditors or the renewal of their engagement.

DIRECTORS

Certain directors of the Company are also directors, officers and/or shareholders of other companies that are similarly engaged in the business of developing and exploring mining resources and health technology. Such associations may give rise to conflicts of interest from time to time. The directors of the Company are required to act in good faith with a view to the best interests of the Company and to disclose any interest which they may have in any project opportunity of the Company. If a conflict of interest arises at a meeting of the board of directors, any directors in a conflict will disclose their interests and abstain from voting in such matters. In determining whether or not the Company will participate in any project or opportunity, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at the time.

SUBSEQUENT EVENTS

Subsequent to the year ended December 31, 2025, the Company closed the first tranche of the financing in Black Pine, issuing 4,800,000 units priced at $0.10 per unit comprised of one common share and on share purchase warrant priced at $0.20, and had received the total Subscription Receipts of $685,000 at the current date.

SCHEDULE G AUDITED FINANCIAL STATEMENTS OF BLACK PINE FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

See attached.

159

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2024

Date prepared: February 27, 2026

This management discussion and analysis (the “MDA”) of the financial position of Black Pine Resources Corp. (the “Company”), and results of operations prepared on February 27, 2026 should be read in conjunction with the audited financial statements for the year ended December 31, 2024. All monetary amounts referred to herein are in Canadian dollars unless otherwise stated. These financial statements together with this MDA are intended to provide investors with a reasonable basis for assessing the financial performance of the Company. Refer to Note 3 of the financial statements for the Company’s material accounting policies.

FORWARD LOOKING STATEMENTS

OVERVIEW

Corporate Development

During the prior year, the Company commenced a change of business to mineral property acquisition, and exploration as further described below. As at December 31, 2024, the Company has an accumulated deficit of $1,227,744 (2023 - $837,370).

The Proposed Qualifying Transaction

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2024

The Proposed Transaction is a Non-Arm’s Length Qualifying Transaction as the same parties and their Associates or Affiliates are Control Persons (as such aforementioned capitalized terms are defined in the policies of the Exchange) in both the Company and Black Pine. Furthermore, the proposed transaction may be considered a related party transaction (as such term is defined in Multilateral Instrument 61-101) because as three directors or officers of the Company are also directors or officers of Black Pine and the aggregated holdings of the issued and outstanding common shares of the Company and of Black Pine by Principals (as such term is defined in the policies of the Exchange) of the Company exceed 20%.

Subject to satisfaction or waiver of the condition’s precedent referred to herein and in the Merger Agreement, the Company and Black Pine anticipate that the proposed transaction will be completed by April 30, 2026. There is no assurance that the proposed transaction will be completed on the terms proposed herein or at all.

Trading in the common shares of the Anquiro is currently suspended in accordance with the policies of the Exchange and will remain suspended until such time as all required documentation in connection with the proposed transaction has been filed with and accepted by the Exchange and permission to resume trading has been obtained from the Exchange.

Concurrent Financing

The Parties have also revised the concurrent financing whereby Anquiro and Black Pine are funding jointly to complete a private placement of up to 15,000,000 subscription receipts (the "Subscription Receipts") at a price per Subscription Receipt of $0.10. Each Subscription Receipt received by the Black Pine will be converted into one unit of Black Pine comprised of one common share of Black Pine and one common share purchase warrant (a "BP Warrant"), exercisable to acquire one common share of Black Pine for a period of three years after its issuance at a price per share of $0.20.

In connection to the financing, subsequent to the year ended December 31, 2024, during the year ended December 31, 2025, Black Pine received Subscription Receipts of $155,000, recorded as subscription liabilities. Subsequent to the year ended December 31, 2025, the Company closed the first tranche of the financing in Black Pine, issuing 4,800,000 units priced at $0.10 per unit comprised of one common share and on share purchase warrant priced at $0.20, and had received the total Subscription Receipts of $685,000 at the current date.

Furthermore, Black Pine has agreed to be responsible for all costs and charges incurred with respect to the Proposed Transaction.

Non-Arm's Length Parties

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2024

Barnett holds less than 20% of the issued and outstanding Company Shares and less than 20% of the issued and outstanding BP Shares.

Insiders of the Resulting Issuer

Sponsorship

EXPLORATION AND EVALUATION ASSETS

(i) Reimbursement for documented expenditures, not to exceed US$100,000 (paid), including the preparation of a NI 43-101 technical report (completed);
(ii) Expending:
a) US$300,000 in exploration funds by no later than the first anniversary date of the closing of a public listing event, and;
b) US$500,000 in exploration funds by no later than the second anniversary date of the closing of a public listing event, and;
c) A cumulative aggregate of US$1,500,000 in exploration funds by no later than the third anniversary date of the closing of a public listing event, and;
d) A cumulative aggregate of US$3,000,000 in exploration funds by no later than the fourth anniversary date of the closing of a public listing event.

This property is subject to a 2.0% Net Smelter Return, and a cash payment of US$1,000,000 payable to the vendor upon the project attaining commercial production.

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2024

As at December 31, 2024, the Company incurred a total of $304,041 (2023 - $253,955) in expenditures on property option agreement as detailed below:

as detailed below:
	Total
	-$-
Balance December 31, 2022	$ 181,805
Claims fees and claims renewals	17,657
Permit	684
Survey	17,087
Geological and Geophysical consulting	29,321
Field travel and related	7,376
Field supplies	25
Balance December 31, 2023	$ 253,955
Claims fees and claims renewals	21,012
Permit	74
Geological and Geophysical consulting	20,685
Field travel and related	8,300
Field supplies	15
Balance December 31, 2024	$ 304,041

RESULTS OF OPERATIONS

At December 31, 2024, the Company had no continuing source of operating revenues and related expenditures.

During the year ended December 31, 2024, the net loss was $390,374 (2023 - $371,322). See the discussion below for explanations of the most significant variances.

COMPARISON OF RESULTS OF OPERATIONS

Significant variances between the year ended December 31, 2024 and 2023 are detailed as follows:

As a result of operations in the current year, the Company incurred $50,086 (2023 - $72,150) of expenditures on its exploration and evaluation asset, the Sugarloaf Copper Project, acquired by way of option agreement during the year ended December 31, 2022.

Additionally, in the current year, the Company realized variances of increases in general and administration fees of $83,364 (2023 - $61,709), professional fees of $178,783 (2023 - $154,606), and management fees of $94,500 (2023 - $94,500) due to the increased services required to support the change of business, legal, accounting, and business activities related to the transaction, and the increase in business exploration activity.

Significant variances between the three months ended December 31, 2024 and 2023 are detailed as follows:

In the three months ended December 31, 2024, the net loss was $137,866 (2023: $81,173).

Additionally, in the current period, the Company realized variances of increases in general and administration fees of $27,873 (2023 - $25,236), and professional fees of $81,756 (2023 - $28,304) due to the increased services required to support the change of business, business activities related to the transaction, and the business exploration activity.

SELECTED ANNUAL INFORMATION

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2024

	Year Ended	Year Ended	Year Ended
	December 31, 2024	December 31, 2023	December 31, 2022
	-$-	-$-	-$-
Total assets	405,230	676,956	1,028,759
Working capital deficiency	(46,537)	393,924	810,874
Shareholders’ equity	257,504	647,878	992,679
Revenues	-	-	-
Comprehensive income (loss)	(390,374)	(371,322)	(173,209)
Income(loss) per share – basic and diluted	(0.02)	(0.02)	(0.01)

Year ended December 31, 2024:

In the year ended December 31, 2024, the Company’s total assets were $405,230 (2023- $676,956), comprehensive loss of $390,374 (2023 - $371,322), and working capital deficiency of $46,537 (2023 working capital - $393,924). The Company expended $50,086 (2023 - $72,150) in exploration and evaluation expenditures on the Sugarloaf Copper Project during the fiscal year.

Year ended December 31, 2023:

In the year ended December 31, 2023, the Company’s total assets were $676,956 (2022 - $1,028,759), comprehensive loss of $371,322 (2022 - $173,209), and working capital of $393,924 (2022 - $810,874). The Company expended $72,150 (2022 - $181,805) in exploration and evaluation expenditures on the Sugarloaf Copper Project during the fiscal year.

Additionally, in the current year, the Company realized an increase in general and administration fees of $61,709 (2022 - $45,339) due to the increased services required to support the change of business and increase in business activity, professional fees increased to $154,606 (2022 - $19,403), as expenses in the current year include costs related to legal and auditing services in connection to the proposed transaction whereas the prior year included audit expenses for the year. In the current year, the Company incurred an increase in travel and related expenses of $25,905 (2022 - $nil) in connection to increased business travel during the year and share-based compensation expenses increased to $26,521 (2022 - $20,625) in connection to the issuance of stock options.

SUMMARY OF QUARTERLY RESULTS

The following is a summary of selected financial information compiled from the quarterly unaudited financial statements for eight quarters ending December 31, 2024:

	December 31,	September 30,	June 30,	March 31,
	2024	2024	2024	2024
Three months ended	-$-	-$-	-$-	-$-
Total assets	405,230	738,652	498,633	602,804
Cryptocurrencies	-	-	-	-
Other assets	-	-	-	-
Working capital (deficit)	(46,537)	95,107	184,462	295,741
Long term debt	-	-	-	-
Shareholders’ equity	257,504	729,050	812,890	566,888
Revenues	-	-	-	-
Net income (loss)	(137,886)	(63,345)	(108,156)	(80,987)
Income(loss) per share - basic and diluted	(0.02)	(0.00)	(0.01)	(0.00)

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2024

	December 31,	September 30,	June 30,	March 31,
	2023	2023	2023	2023
Three months ended	-$-	-$-	-$-	-$-
Total assets	676,956	738,652	811,118	1,028,757
Cryptocurrencies	-	-	-	-
Other assets	-	-	-	-
Working capital	393,924	494,091	992,677	712,231
Long term debt	-	-	-	-
Shareholders’ equity	647,878	729,050	812,890	894,789
Revenues	-	-	-	-
Net income (loss)	(81,173)	(83,851)	(81,890)	(124,409)
Income(loss) per share - basic and diluted	(0.01)	(0.01)	(0.01)	(0.01)

During years ended December 31, 2024 and 2023, the Company is a private company and prepares financial statements on an annual basis. Other than the factors leading to certain costs discussed above in the section “Results of Operations”, management of the Company does not believe that meaningful information about the Company’s operations can be derived from an analysis of quarterly fluctuations.

LIQUIDITY AND CAPITAL RESOURCES

In the year ended December 31, 2024, significant cash flows are as follows:

Operating activities used cash flows of $334,999 (2023: $372,777), including an increase trade payables and accrued liabilities of $118,648 (2023 decrease - $7,002), an increase in deferred transaction costs of $82,874 (2023 - $nil) and increase in prepaid expenses of $19,601 (2023 decrease - $20,974).

Investing activities used cash flows of $50,086 (2023 - $72,150) which include expenditures of the Sugarloaf Copper Project exploration and evaluation asset.

At December 31, 2024, the Company had working capital deficiency of $46,537 (2023 working capital - $393,924), and had an accumulated deficit of $1,227,744 (2023 - $837,370).

In connection to the financing for the proposed transaction as further described in Note 10 to the financials, subsequent to the year ended December 31, 2024, during the year ended December 31, 2025, Black Pine received Subscription Receipts of $155,000, recorded as subscription liabilities. Subsequent to the year ended December 31, 2025, the Company closed the first tranche of the financing in Black Pine, issuing 4,800,000 units priced at $0.10 per unit comprised of one common share and on share purchase warrant priced at $0.20, and had received the total Subscription Receipts of $685,000 at the current date.

RELATED PARTY TRANSACTIONS

As of December 31, 2024, there was a balance of $nil (2023 - $16,006[1] ) recorded to prepaid in connection to advance payment for management services, professional fees and office administration fees. The balance due to related parties is $22,000[2] (2023 - $nil[2] ) and $4,248[5] (2023 - $7,843[5] ) is advanced to a company controlled by a director of the Company to be expended on exploration and evaluation expenditures.

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2024

During the year ended December 31, 2024, the Company recorded transactions with related parties for management fees in the amount of $94,500[1] (2023 - $94,500[1] ) to a company controlled by the CEO, office facilities and professional fees of $79,466[2] (2023 - $61,950[2] ) to a company controlled by a director, geological consulting services of $9,247[5] (2023 - $2,700[5] ) to a company controlled by a director, and corporate administration fees of $40,852[3] (2023 - $31,500[3] ) to a company controlled by a director recorded as compensation costs for key management personnel and companies related to them.

During the year ended December 31, 2024, the Company recorded $nil (2023 - $24,863[1-5] ) in non-cash share-based compensation expense in connection to stock options granted to Directors and Officers of the Company (Note 7).

Richard Drew Martel, VP Corporate Development, Director (January 9, 2018 – current)
Joe DeVries, Director
Keturah Nathe, Director
Richard Barnett, CFO
Richard Kern, Director

OFF-BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet arrangements.

OTHER MATTERS

Shares outstanding

At December 31, 2024, and the current date, the Company has 15,931,728 common shares outstanding.

As at the current date, the Company has 20,731,728 common shares outstanding (Note 10 to the financial statements).

Stock options

At December 31, 2024 and the current date, the Company has 1,513,054 stock options outstanding as further described in Note 7 to the financial statements.

Warrants

At December 31, 2024 and the current date, the Company has no warrants outstanding.

As at the current date, the Company has 4,800,000 warrants outstanding (Note 10 to the financial statements).

Directors

As at the current date, the Directors of the Company are: Richard Martel (President), Joe DeVries, Keturah Nathe, and Richard Kern.

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2024

FINANCIAL INSTRUMENTS, RISK MANAGEMENT, AND CAPITAL MANAGEMENT STRATEGY

Financial risk and capital management

Credit risk

Liquidity risk

Interest rate risk

The Company is not currently exposed to significant interest rate risk.

Capital Management

Currency risk

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2024

Classification of financial instruments

Fair value

Financial instruments are classified into one of the following categories: FVTPL, amortized cost and FVTOCI. Set out below are the Company’s financial assets and liabilities by category:

Set out below are the Company’s financial assets and liabilities	bycategory:
December 31, 2024	FVTPL	FVTOCI	Amortized Cost
	$	$	$
FINANCIAL ASSETS
Assets
Cash	-	-	9,067
FINANCIAL LIABILITIES
Liabilities
Accountspayable and accrued liabilities	-	-	147,726

December 31, 2023	FVTPL	FVTOCI	Amortized Cost
	$	$	$
FINANCIAL ASSETS
Assets at amortized cost
Cash	-	-	394,152
FINANCIAL LIABILITIES
Liabilities at amortized cost
Accountspayable and accrued liabilities	-	-	29,087

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL INFORMATION

The Board of Directors supervises the financial statements and other financial information through its audit committee, which is comprised of a majority of non-management directors.

DIRECTORS

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2024

the best interests of the Company and to disclose any interest which they may have in any project opportunity of the Company. If a conflict of interest arises at a meeting of the board of directors, any directors in a conflict will disclose their interests and abstain from voting in such matters. In determining whether or not the Company will participate in any project or opportunity, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at the time.

SUBSEQUENT EVENTS

SCHEDULE H AUDITED FINANCIAL STATEMENTS OF BLACK PINE FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

See attached.

160

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2023

Date prepared: March 13, 2024

This management discussion and analysis (the “MDA”) of the financial position of Black Pine Resources Corp. (the “Company”), and results of operations prepared on March 13, 2024 should be read in conjunction with the audited financial statements for the year ended December 31, 2023. All monetary amounts referred to herein are in Canadian dollars unless otherwise stated. These financial statements together with this MDA are intended to provide investors with a reasonable basis for assessing the financial performance of the Company. Refer to Note 3 of the financial statements for the Company’s material accounting policies.

FORWARD LOOKING STATEMENTS

OVERVIEW

Corporate Development

During the prior year, the Company commenced a change of business to mineral property acquisition, and exploration as further described below. As at December 31, 2023, the Company has an accumulated deficit of $837,370 (2022 - $466,048).

The Proposed Qualifying Transaction

The Proposed QT will result in AVL acquiring all of the issued and outstanding securities of the Company in exchange for the issuance of securities of AVL by way of a three-cornered amalgamation between the Company, AVL and AFC, and the Company becoming a wholly-owned subsidiary of AVL.

In exchange for each common share of the Company, AVL will issue to the shareholders of the Company, on a prospectus and registration exempt basis, one AVL share at an issuance price of $0.10 per AVL share (the "Resulting Issuer List Price").

The completion of the Proposed QT is subject to the satisfaction of various conditions, including but not limited to (i) the receipt of all necessary corporate approvals, (ii) the receipt of regulatory and Exchange approval for the Proposed QT to the extent as required by applicable law and policies of the Exchange; (iii) the filing with the applicable securities regulatory authorities of a filing statement or information circular regarding the Proposed QT, (iv) the receipt of conditional approval from the Exchange for the Proposed QT and the listing of the Resulting Issuer Shares upon completion of the Proposed QT; and (v) the completion of the Name Change. There can be no assurance that the Proposed QT will be completed on the terms proposed above or at all.

Concurrent Financing

Prior to the effective time of the Proposed QT, the Company will undertake a private placement offering of securities of up to 7,000,000 subscription receipts of the Company ("Subscription Receipts") for aggregate gross proceeds of up to $700,000.

Upon satisfaction of certain escrow release conditions, each Subscription Receipt will automatically convert into one unit of the Company (an "SR Unit"), comprised of one common share in the capital of the Company and one of one common share purchase warrant of the Company, at no additional cost to the holder.

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2023

Non-Arm's Length Parties

Insiders of the Resulting Issuer

Sponsorship

(i) Reimbursement for documented expenditures, not to exceed US$100,000 (paid), including the preparation of a NI 43-101 technical report (completed);
(ii) Expending:
a) US$300,000 in exploration funds by no later than the first anniversary date of the closing of a public listing event, and;
b) US$500,000 in exploration funds by no later than the second anniversary date of the closing of a public listing event, and;
c) A cumulative aggregate of US$1,500,000 in exploration funds by no later than the third anniversary date of the closing of a public listing event, and;
d) A cumulative aggregate of US$3,000,000 in exploration funds by no later than the fourth anniversary date of the closing of a public listing event.

This property is subject to a 2.0% Net Smelter Return, and a cash payment of US$1,000,000 payable to the vendor upon the project attaining commercial production.

As at December 31, 2023, the Company incurred a total of $253,955 (December 31, 2022 - $181,805) in expenditures on the property in connection to the option agreement.

RESULTS OF OPERATIONS

At December 31, 2023, the Company had no continuing source of operating revenues and related expenditures.

During the year ended December 31, 2023, the net loss was $371,322 (2022 - $173,209). See the discussion below for explanations of the most significant variances.

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2023

COMPARISON OF RESULTS OF OPERATIONS

Significant variances between the year ended December 31, 2023 and 2022 are detailed as follows:

As a result of operations in the current year, the Company incurred $72,150 (2022 - $181,805) of expenditures on its exploration and evaluation asset, the Sugarloaf Copper Project, acquired by way of option agreement during the year ended December 31, 2022.

Additionally, in the current year, the Company realized variances of increases in general and administration fees of $61,709 (2022 - $45,339), professional fees of $154,606 (2022 - $19,403), and management fees of $94,500 (2022 - $84,000) due to the increased services required to support the change of business, legal, accounting, and business activities related to the transaction, and the increase in business exploration activity.

Significant variances between the three months ended December 31, 2023 and 2022 are detailed as follows:

In the three months ended December 31, 2023, the net loss was $81,173 (2022: $48,769).

As a result of operations in the current period, the Company incurred $18,996 (2022 - $nil) of expenditures on its exploration and evaluation asset, the Sugarloaf Copper Project.

Additionally, in the current period, the Company realized variances of increases in general and administration fees of $25,236 (2022 - $18,904), and professional fees of $28,304 (2022 - $10,000) due to the increased services required to support the change of business, business activities related to the transaction, and the business exploration activity.

SELECTED ANNUAL INFORMATION

	Year Ended	Year Ended	Year Ended
	December 31, 2023	December 31, 2022	December 31, 2021
	-$-	-$-	-$-
Total assets	676,956	1,028,759	1,207,334
Cryptocurrencies	-	-	-
Other assets	-	-	-
Working capital	393,924	810,874	1,145,263
Shareholders’ equity	647,878	992,679	1,145,263
Revenues	-	-	-
Comprehensive income (loss)	(371,322)	(173,209)	204,779
Income(loss) per share – basic and diluted	(0.02)	(0.01)	0.02

Year ended December 31, 2023:

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2023

Year ended December 31, 2022:

In the year ended December 31, 2022, the Company’s total assets were $1,028,759 (2021 - $1,207,334), comprehensive loss of $173,209 (2021 - $204,779 - income), and working capital of $810,874 (2021 - $1,145,263). The variance in these items is a result of the Company’s shift in strategic direction, change of business to mineral exploration and acquisition and pursuit of a public listing. In connection to this strategy, during the year ended December 31, 2022, the Company acquired a 100% interest in the Sugarloaf Copper Project by way of option agreement and expended $181,805 (2021 - $nil) in exploration and evaluation expenditures during the current year, where there were no comparable expenditures in the prior year.

Additionally, in the current year, the Company realized an increase in general and administration fees of $45,339 (2021 - $24,388) due to the increased services required to support the change of business and increase in business activity, and a decrease in professional fees of $19,403 (2021 - $42,419), as expenses in the prior year included the costs to bring the Company’s audits current. In the current year, the Company incurred shareholder communications expenses of $6,695 (2021 - $nil) in connection to creation of the website and share-based compensation expenses of $20,625 (2021 - $nil) in connection to the issuance of stock options, whereas there were no comparable costs in the prior year.

SUMMARY OF QUARTERLY RESULTS

The following is a summary of selected financial information compiled from the quarterly unaudited financial statements for eight quarters ending December 31, 2023:

	December 31,	September 30,	June 30,	March 31,
	2023	2023	2023	2023
Three months ended	-$-	-$-	-$-	-$-
Total assets	676,956	738,652	811,118	1,028,757
Cryptocurrencies	-	-	-	-
Other assets	-	-	-	-
Working capital	393,924	494,091	992,677	712,231
Long term debt	-	-	-	-
Shareholders’ equity	647,878	729,050	812,890	894,789
Revenues	-	-	-	-
Net income (loss)	(81,173)	(83,851)	(81,890)	(124,409)
Income(loss) per share - basic and diluted	(0.01)	(0.01)	(0.01)	(0.01)

	December 31,	September 30,	June 30,	March 31,
	2022	2022	2022	2022
Three months ended	-$-	-$-	-$-	-$-
Total assets	1,028,759	1,035,993	1,069,265	1,132,621
Cryptocurrencies	-	-	-	-
Other assets	-	-	-	-
Working capital	810,874	1,051,446	1,074,214	1,111,954
Long term debt	-	-	-	-
Shareholders’ equity	992,679	1,051,446	1,074,214	1,111,954
Revenues	-	-	-	-
Net income (loss)	(48,769)	(32,770)	(37,738)	(53,932)
Income(loss) per share - basic and diluted	(0.00)	(0.00)	(0.00)	(0.00)

During years ended December 31, 2023 and 2022, the Company is a private company and prepares financial statements on an annual basis. Other than the factors leading to certain costs discussed above in the section “Results of Operations”, management of the Company does not believe that meaningful information about the Company’s operations can be derived from an analysis of quarterly fluctuations.

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2023

LIQUIDITY AND CAPITAL RESOURCES

In the year ended December 31, 2023, significant cash flows are as follows:

Operating activities used cash flows of $372,777 (2022: $183,314), including a decrease trade payables and accrued liabilities of $7,002 (2022: $25,991) and decrease in prepaid expenses of $20,974 (2022 - $5,296).

Investing activities used cash flows of $72,150 (2022 - $181,805) which include expenditures of the Sugarloaf Copper Project exploration and evaluation asset.

At December 31, 2023, the Company had working capital of $393,924 (2022 - $810,874), and had an accumulated deficit of $837,370 (2022 - $466,048).

During the year ended December 31, 2023, the Company granted incentive stock options to purchase a total of 800,000 common shares priced at $0.10, expiring on February 17, 2028 to certain directors and consultants. In connection with this option issuance, the Company recorded share-based compensation of $26,521, based on the Black-Scholes Option Pricing Model, using a risk-free interest rate of 3.45%, share price of $0.05, exercise price of $0.10, expected life of 5 years, volatility of 100%, and 0% dividend and forfeiture rates.

During the year ended December 31, 2022, the Company granted incentive stock options to purchase a total of 625,000 common shares at an exercise price of $0.10, valid for five years expiring on March 31, 2027, to certain directors, and consultants. In connection to this stock option issuance, the Company recorded share-based compensation expense of $20,625, based on the Black-Scholes Option Pricing Model, using a risk-free interest rate of 3.04%, share price of $0.05, expected life of 5 years, volatility of 100%, and 0% dividend and forfeiture rates.

During the year ended December 31, 2022, the Company cancelled incentive stock options to purchase a total of 217,619 common shares priced at $0.20, originally expiring March 7, 2029.

RELATED PARTY TRANSACTIONS

As of December 31, 2023, there was a balance of $16,006[1,2,3] (December 31, 2022 - $7,875[1] ) recorded to prepaid to company’s controlled by directors and/or officers in connection to advance payment for the month of January 2024 for management services or office administration services. The balance due to related parties or company’s controlled by related parties is $nil (December 31, 2022 - $13,144[2] ) and $7,843[5] (2022 - $nil) is advanced to a company controlled by a director of the Company to be expended on exploration and evaluation expenditures.

During the year ended December 31, 2023, the Company recorded transactions with related parties for management fees in the amount of $94,500[1] (2022 - $84,000[1] ) to a company controlled by the CEO, office facilities and professional fees of $61,950[2] (2022 - $41,500[2] ) to a company controlled by a director, geological consulting services of $2,700[5] (2022 - $nil) to a company controlled by a director, and corporate administration fees of $31,500[3] (2022 - $nil) to a company controlled by a director recorded as compensation costs for key management personnel and companies related to them.

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2023

During the year ended December 31, 2023, the Company recorded $24,863 (2022 - $16,500) in non-cash share-based compensation expense in connection to stock options granted to Directors and Officers of the Company (Note 7 to the financial statements).

Richard Drew Martel, VP Corporate Development, Director (January 9, 2018 – current)
Joe DeVries, Director
Keturah Nathe, Director
Richard Barnett, CFO
Richard Kern, Director

OFF-BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet arrangements.

OTHER MATTERS

Shares outstanding

At December 31, 2023, and the current date, the Company has 15,931,728 common shares outstanding.

Stock options

At December 31, 2023 and the current date, the Company has 1,513,054 stock options outstanding as further described in Note 7 to the financial statements.

Warrants

At December 31, 2023 and the current date, the Company has no warrants outstanding.

Directors

As at the current date, the Directors of the Company are: Richard Martel (President), Joe DeVries, Keturah Nathe, and Richard Kern.

FINANCIAL INSTRUMENTS, RISK MANAGEMENT, AND CAPITAL MANAGEMENT STRATEGY

Financial risk and capital management

Credit risk

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2023

Liquidity risk

Interest rate risk

The Company is not currently exposed to significant interest rate risk.

Capital Management

Currency risk

Classification of financial instruments

Fair value

The fair value of the Company’s financial assets and liabilities approximates the carrying amount, due to their short-term nature.

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;

December	31,	2023		Level One
Cash			$	394,152
			$	394,152

December	31,	2022		Level One
Cash			$	839,079
			$	839,079

The carrying value of the accounts payable and accrued liabilities approximates the fair values because of the short-term nature of these instruments.

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2023

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL INFORMATION

The Board of Directors supervises the financial statements and other financial information through its audit committee, which is comprised of a majority of non-management directors.

DIRECTORS

SCHEDULE I UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS OF AQR AS AT DECEMBER 31, 2025

See attached.

161

RESULTING ISSUER

Pro Forma Consolidated Financial Statements

December 31, 2025

(Expressed in Canadian dollars)

(Unaudited)

RESULTING ISSUER

Pro Forma Consolidated Statement of Financial Position

As at December 31, 2025

(Expressed in Canadian Dollars)

(Unaudited)

Anquiro Ventures Ltd. Black Pine Resources Corp. December 31, 2025 December 31, 2025 Note 3 Pro Forma Adjustments ($) ($) ($)	Pro Forma Consolidated December 31, 2025 ($)
Current assets Cash 108 33,372 1,195,000 Deferred transaction costs – 136,171 (136,171) Prepaid expenses – 10,111 –	1,228,480 – 10,111
Total current assets 108 179,654 1,058,829 Non-current assets Bond – 99,134 – Exploration and evaluation assets – 325,479 –	1,238,591 99,134 325,479
424,613	424,613
Total assets 108 604,267 1,058,829	1,663,204
Liabilities Accounts payable and accrued liabilities 112,853 365,013 – Shareholder loan 5,499 – – Subscriptions received – 155,000 (155,000)	477,866 5,499 –
Total liabilities 118,352 520,013 (155,000)	483,365
Shareholders’ equity (deficit) Share capital (Note 4) 255,521 1,377,056 (c) (255,521) (a) 1,350,000 (b) 315,000 (e) (44,100) Reserves 44,316 108,192 (c) (44,316) (e) 44,100 Deficit (418,081) (1,400,994) (c) 418,081 (d) (569,415)	2,997,956 152,292 (1,970,409)
Total shareholders’ equity (deficit) (118,244) 84,254 1,213,829	1,179,839
Total liabilities and shareholders’ equity (deficit) 108 604,267 1,058,829	1,633,204

RESULTING ISSUER Notes to the Pro Forma Consolidated Financial Statements December 31, 2025 (Expressed in Canadian Dollars) (Unaudited)

1. Basis of Presentation

The unaudited pro forma consolidated statement of financial position of Resulting Issuer (Formerly Anquiro Ventures Ltd., the “ Resulting Issuer ” or the “ Company ”) as at December 31, 2025 has been prepared by management after giving effect to the proposed Transaction (as defined below) among the Company, its wholly owned subsidiary, and Black Pine Resources Ltd. (“ Black Pine ”), (Note 2). These unaudited pro forma consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“ IFRS ”).

The pro forma financial information is not intended to reflect the financial position that will exist following the Transaction. Actual amounts recorded when the Transaction closes will likely differ from those recorded in the pro forma financial information. Any potential synergies that may be realized and integration costs that may be incurred upon consummation of the Transaction have been excluded from the pro forma financial information. These unaudited pro forma consolidated financial statements were authorized by the Board of Directors on February 23, 2026.

The pro forma financial information is presented in Canadian dollars and has been compiled from and includes:

an unaudited pro forma consolidated statement of financial position as at December 31, 2025 combining the reviewed consolidated statement of financial position of the Company as at December 31, 2025 with the annual audited statement of financial position of Black Pine as at December 31, 2025, giving effect to the Transaction as if it occurred on December 31, 2025.

These pro forma consolidated financial statements do not contain all of the information required for annual financial statements. Accordingly, it should be read in conjunction with the most recent annual and interim financial statements of both the Company and Black Pine. Based on the review of the accounting policies of Black Pine, it is the Company’s management’s opinion that there are no material accounting differences between the accounting policies of the Company and Black Pine.

The transaction has been accounted for as a reverse takeover (“RTO”) under IFRS 2 as Anquiro does not meet the definition of a business under IFRS 3. The pro forma adjustments and allocations of the purchase price of Black Pine by the Company are based on the fair value of the common shares of the Company. The unaudited pro forma financial information is not intended to reflect the financial position of the Company which would have actually resulted had the proposed Transaction been effected on the date indicated. The actual pro forma adjustments will depend on a number of factors and could result in a change to the pro forma financial information.

2. Proposed Transaction and Subsequent Event

On October 17, 2024, the Company, 1504671 B.C. Ltd. (a wholly owned subsidiary of the Company) (“ AcquisitionCo ”) and Black Pine entered into a merger agreement (as amended on November 12, 2024, February 27, 2025, May 30, 2025, October 30, 2025 and January 31, 2026, the “ Merger Agreement ”), pursuant to which the Company will acquire all of the issued and outstanding securities of Black Pine through the amalgamation of Black Pine and AcquisitionCo (the “ Proposed Transaction ”). The Proposed Transaction will constitute the Qualifying Transaction of the Company pursuant Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “ TSXV ”).

On October 17, 2024, the Company and Black Pine have entered into a termination agreement with Anquiro Financial Corp. (“ AFC ”), terminating the previously announced transaction pursuant to the second amended and restated merger agreement dated May 21, 2024.

RESULTING ISSUER

Notes to the Pro Forma Consolidated Financial Statements December 31, 2025 (Expressed in Canadian Dollars) (Unaudited)

2. Proposed Transaction and Subsequent Event (continued)

Three of the directors of the Company are also directors and / or officers of Black Pine.

Black Pine was incorporated under the Business Corporations Act (British Columbia) on October 20, 2017, under the name “Digital Asset Management Corp.” On February 23, 2021, Black Pine changed its name to “Black Pine Resources Corp.”. Black Pine is a mineral exploration company focused on the acquisition and exploration of mineral properties. Pursuant to a letter of intent dated April 12, 2022 (“ GBR LOI ”), as amended, with Great Basin Resources Inc. (“ GBR ”), Black Pine is entitled to earn an undivided 100% interest in the Sugarloaf Copper Project (the “ Sugarloaf Property ”), subject to a 2% net smeltery royalty due to GBR and certain other payments due to GBR, as provided in the GBR LOI.

The Proposed Transaction is a Non-Arm’s Length Qualifying Transaction as several of the same parties and their Associates or Affiliates are Control Persons (as such aforementioned capitalized terms are defined in the policies of the TSXV) in both the Company and Black Pine. Furthermore, the Proposed Transaction may be considered a Related Party Transaction (as such term is defined in Multilateral Instrument 61-101) because (a) Ms. Keturah Nathe (President, CEO and a director of the Company) is also a director of Black Pine, Mr. Joe DeVries (a director of the Company) is also a director of Black Pine, and Mr. Richard Barnett (a director of the Company) is also the CFO of Black Pine; and (b) the aggregated holdings of the issued and outstanding common shares of the Company and Black Pine by Principals (as such term is defined in the policies of the TSXV) of the Company exceeds 20%.

Pursuant to the Proposed Transaction, the Company will acquire all of the issued and outstanding shares of Black Pine (each, a “ Black Pine Share ”) in exchange for an equivalent number of common shares in the capital of the Company (each, a “ Common Share ”) on a one-for-one basis and with a fair value of $0.07 per Common Share. A share price of $0.07 represents the bifurcated value of one common share forming part of a unit to be issued in the Concurrent Financing (as defined below), which is the approximate market value of a Common Share on the date of closing of the Proposed Transaction. It is anticipated that 30,931,728 Black Pine Shares will be issued and outstanding immediately prior to closing of the Proposed Transaction, of which 15,000,000 Black Pine Shares are anticipated to be issued pursuant to the Concurrent Financing.

Upon completion of the Proposed Transaction, it is anticipated that:

i. Each holder of a Subscription Receipt Warrant (“SR Warrant”) (as defined below) issued pursuant to the Concurrent Financing (as defined below) will receive, as consideration for their SR Warrants, one common share purchase warrant of the Resulting Issuer (each, a “ Resulting Issuer Warrant ”) for each Black Pine Warrant held, on substantially the same terms as the Black Pine Warrants being replaced, and every warrant certificate representing Black Pine Warrants will be deemed to be automatically cancelled and will represent only the right to receive a certificate representing one Resulting Issuer Warrant for each cancelled Black Pine Warrant; and

Notes to the Pro Forma Consolidated Financial Statements December 31, 2025

RESULTING ISSUER

(Expressed in Canadian Dollars) (Unaudited)

2. Proposed Transaction and Subsequent Event (continued)

ii. Each holder of options to purchase Black Pine Shares (each, a “ Black Pine Option ”) will receive, as consideration for their Black Pine Options, one option to purchase a Common Share (each, a “ Resulting Issuer Option ”) for each Black Pine Option held, on substantially the same terms as the Black Pine Options being replaced, and every option certificate or option agreement representing Black Pine Options will be deemed to be automatically cancelled and will represent only the right to receive a certificate representing one Resulting Issuer Option for each cancelled Black Pine Option.

Subject to satisfaction or waiver of the conditions precedent referred to herein and in the Merger Agreement, the Company and Black Pine anticipate that the Proposed Transaction will be completed by April 30, 2026. There is no assurance that the Proposed Transaction will be completed on the terms proposed herein or at all.

Trading in the Common Shares is currently suspended in accordance with the policies of the TSXV and will remain suspended until such time as all required documentation in connection with the Proposed Transaction has been filed with and accepted by the TSXV and permission to resume trading has been obtained from the TSXV.

Concurrent Financing

In connection with the Proposed Transaction, the Company and Black Pine will jointly complete a nonbrokered private placement offering of a minimum of 11,000,000 subscription receipt units (each, a “ Subscription Receipt” or “SR Unit ”), up to a maximum of 15,000,000 SR Units, at a price per SR Unit of $0.10 (the “ Concurrent Financing ”). The Company and Black Pine have the option, at their discretion, to issue up to an additional 10,000,000 Subscription Receipts, for an aggregate of 25,000,000 Subscription Receipts, under the Concurrent Financing.

At the Effective Time, the Black Pine Shares and the SR Warrants comprising the SR Units issued by Black Pine will be exchanged for Resulting Issuer Shares and Resulting Issuer Warrants, respectively, with each such Resulting Issuer Warrant being exercisable for a period of three years from the issuance date of the exchanged SR Warrant to acquire one Resulting Issuer Share at the price per share of $0.20, subject to the SRW Acceleration Right defined as the right to accelerate the expiry time of the SR Warrants (as exchanged for Resulting Issuer Warrants), whereby if the closing price of the Resulting Issuer Shares exceeds $0.28 over a period of eight consecutive trading dates commencing four months from the date of the issuance of the SR Warrant, then the Resulting Issuer may give notice in writing within 30 days of such occurrence to the holder of the SR Warrant (as exchanged for Resulting Issuer Warrants) that such warrants shall expire at the accelerated expiry time, being 30 days from the date of the notice, unless previously exercised by the holder.

RESULTING ISSUER Notes to the Pro Forma Consolidated Financial Statements December 31, 2025 (Expressed in Canadian Dollars) (Unaudited)

2. Proposed Transaction and Subsequent Event (continued)

In connection to the Concurrent Financing, during the year ended December 31, 2025, Black Pine received Subscription Receipts of $155,000, recorded as subscription liabilities. Subsequent to the year ended December 31, 2025, the Company closed the first tranche of the Concurrent Financing in Black Pine, issuing 4,800,000 units priced at $0.10 per unit comprised of one common share and one share purchase warrant priced at $0.20 for total proceeds of $480,000. In addition, the Company received the total Subscription Receipts of $705,000.

3. Pro Forma Assumptions and Adjustments

These pro forma consolidated financial statements include the effects of the following pro forma assumptions:

(a) Net proceeds of $1,350,000 from the concurrent financing placement of issuing 15,000,000 Subscription Receipts, at a price per Subscription Receipt of $0.10. Each Subscription Receipt issued by Black Pine will be converted into one SR Unit, with each SR Unit comprised of one Black Pine Share and one SR Warrant. Each such SR Warrant will be exercisable by the holder thereof for a period of three years after the date of its issuance to acquire one Black Pine Share at a price per share of $0.20. Each Subscription Receipt issued by AQR will be converted into one SR Unit, with each SR Unit comprised of one AQR Share and one SR Warrant. Each such SR Warrant will be exercisable by the holder thereof for a period of three years after the date of its issuance to acquire one AQR Share at a price per share of $0.20.

The fair value of 15,000,000 warrants issued in conjunction with the units was estimated at $441,000 using the Black-Scholes option pricing model, based on the following assumptions: an exercise price of $0.20, underlying share price of $0.07 per share, expected annualized volatility of 100%; risk free interest rate of 2.47%; expected dividend yield of 0%; and expected life of 3 years.

(b) The Resulting Issuer issuing 4,500,001 acquisition shares at a fair value of $0.07 to the holders of Black Pine valued at $315,000.
(c) An entry was made to eliminate the historical share capital of $255,521, reserves of $44,316, and retained earnings of $418,081 of the Company.
(d) Listing expenses included in deficit are detailed as follows:

	Amount
	($)
Consideration paid:
Issuance of 4,500,001 shares	315,000
Net assets of Anquiro:
Cash	(108)
Deferred transaction costs	136,171
Accounts payable and accrued liabilities	112,853
Shareholder loan	5,499
Listing expense	569,415

RESULTING ISSUER

Notes to the Pro Forma Consolidated Financial Statements December 31, 2025 (Expressed in Canadian Dollars) (Unaudited)

3. Pro Forma Assumptions and Adjustments (continued)

(e) Issue costs related to this private placement are expected to be cash of $150,000 and 1,500,000 finders warrants. The fair value of 1,500,000 finders warrants issued in conjunction with the units was estimated at $44,100 using the Black-Scholes option pricing model, based on the following assumptions: an exercise price of $0.20, underlying share price of $0.07 per share, expected annualized volatility of 100%; risk free interest rate of 2.47%; expected dividend yield of 0%; and expected life of 3 years. Accordingly, the fair value of the finders warrants of $44,100 has been recorded as a share issuance cost in share capital, and reserves.

4. Pro Forma Share Capital

After giving effect to the pro forma assumptions and adjustments in Note 3, the issued and fully paid share capital of the Company is anticipated to be as follows at the time of Closing:

			Amount
	Note	Number	($)
Anquiro shares issued and outstanding as at December 31, 2025		4,500,001	255,521
Black Pine shares issued and outstanding as at December 31, 2025		15,931,728	1,377,056
Black Pine shares issued in connection with financing	3(a)	15,000,000	1,350,000
Shares issued by Resulting Issuer for Black Pine	3(b)	4,500,001	315,000
Elimination of Anquiro share capital at closing	3(c)	(4,500,001)	(255,521)
Fair value of finders warrants	3(e)		(44,100)
Pro forma balance, December 31, 2025		35,431,729	2,997,956

5. Pro Forma Statutory Income Tax Rates

The pro forma effective income tax rate that will be applicable to the consolidated operations of the Company and Black Pine will be 27%.

SCHEDULE J MANAGEMENT'S DISCUSSION AND ANALYSIS OF AQR FOR THE YEAR ENDED JUNE 30, 2025

See attached.

162

ANQUIRO VENTURES LTD. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED JUNE 30, 2025

OVERVIEW

The following management discussion and analysis (“MDA”) of the financial position of Anquiro Ventures Ltd. (“the Company”), and results of operations prepared on October 28, 2025, should be read in conjunction with the audited consolidated financial statements for the year ended June 30, 2025. All amounts are stated in Canadian dollars unless otherwise indicated. These financial statements together with this MDA are intended to provide investors with a reasonable basis for assessing the financial performance of the Company.

The head office, the principal address, and the registered and records office of the Company are located at 303 - 595 Howe Street, Vancouver, British Columbia, Canada, V6C 2T5.

Statements in this report that are not historical facts are forward-looking statements involving known and unknown risks and uncertainties, which could cause actual results to vary considerably from these statements. Readers are cautioned not to put undue reliance on forward-looking statements.

Additional information related to the Company is available for view on SEDAR at www.sedar.com or by requesting further information from the Company’s head office in Vancouver.

DESCRIPTION OF BUSINESS

The Company was incorporated under the Business Corporations Act (British Columbia) on March 1, 2012. It was incorporated for the purposes of becoming a Capital Pool Company (“CPC”) as defined in the TSX Venture Exchange (“TSX-V”) Policy 2.4. The Company completed its final prospectus on December 19, 2017 for the purposes of completing an IPO becoming a CPC trading on the TSX-V.

The principal business of the Company is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction (“QT”).

The Exchange revised its policies for CPC companies (the “New CPC Policy”), pursuant to these revisions, the Company sought and received the requisite approvals of the shareholders to adopt and align the Company with the New CPC Policy 2.4.

The proposed business of the Company and the completion of a QT involves a high degree of risk and there is no assurance that the Company will identify an appropriate business for acquisition or investment, and even if so identified and warranted, it may not be able to finance such an acquisition or investment within the requisite time period. Additional funds will be required to enable the Company to pursue such an initiative and the Company may be unable to obtain such financing on terms which are satisfactory to it. Furthermore, there is no assurance that the business will be profitable. These factors indicate the existence of a material uncertainty that may cast doubt about the Company’s ability to continue as a going concern. Should the Company be unable to continue as a going concern, the net realizable value of its assets may be materially less than the amounts on its statement of financial position.

RESULTS OF OPERATIONS

At June 30, 2025, the Company had no continuing source of operating revenues and related expenditures.

During the year ended June 30, 2025, the Company reported a net income of $85,936 (2024 - $47,492 loss).

The Company has not paid any dividends on its common shares and has no present intention of paying dividends, as it anticipates that all available funds for the foreseeable future will be used to finance its business activities.

PROPOSED QUALIFYING TRANSACTION AND SUBSEQUENT EVENT

The purchase of AFC required consent from the Exchange, which the Company had not obtain and thus inadvertently contravened the policies of the Exchange. At the request of the Exchange, the Company has agreed to unwind the acquisition of AFC. To that end, the Company entered into a share purchase agreement with Richard Barnett whereby the Company and Mr. Barnett purchased the sole outstanding common share of AFC in consideration for $1.00 (the “Unwinding Transaction”). Pursuant to the Unwinding Transaction, all liabilities of AFC will remain liabilities of AFC and will not be assumed by the Company. During the year ended June 30, 2024, the Company reclassified $95,000 of subscriptions received from equity to liabilities as this amount will no longer be settled with the Company’s shares. (Note 3)

Concurrent Financing

Furthermore, Black Pine has agreed to be responsible for all costs and charges incurred with respect to the Proposed Transaction.

SELECTED ANNUAL INFORMATION

ELECTED ANNUAL INFORMATION
	Years ended June 30,
	2025 -$- 2024 -$- 2023 -$-
Net income (loss) Income (loss) per share Total assets Total equity (deficit)	85,936 (47,492) (173,306) 0.02 (0.01) (0.04) 66 1,265 18,377 (121,948) (207,884) (65,392)

YEAR ENDING JUNE 30, 2025

For the year ended June 30, 2025, the Company had no revenues and had a net income of $85,936 (2024 - $47,492 loss). The main components of expenditures during both the current and prior year was professional fees of $23,789 (2024 - $38,412), and transfer agent and filling fees of $32,883 (2024 - $18,876). This was mainly due to increased professional fees utilized in pursuit of an acquisition of merit for a QT. The Company also disposed of a wholly owned subsidiary, resulting in a transaction cost recovery of $107,429 (2024 - Nil). The acquisition of Anquiro Financial Corp. was during the year ended June 30, 2023 and was unwound in the current fiscal year.

YEAR ENDING JUNE 30, 2024

For the year ended June 30, 2024, the Company had no revenues and had a loss of $47,492 (2023 - $173,306). The main components of expenditure during both the current and prior year was professional fees of $38,412 (2023 - $40,558), and transfer agent and filling fees of $18,876 (2023 - $23,024), and transaction costs of $nil (2023 - $102,654). This is mainly due to are due to increased professional fees utilized in pursuit of a business or acquisition of a potential project of merit for a QT. The transactions costs were a result of the acquisition of Anquiro Financial Corp. during the year ended June 30, 2023.

YEAR ENDING JUNE 30, 2023

For the year ended June 30, 2023, the Company had no revenues and had a loss of $173,306 (2022 - $51,392). The main components of expenditure during both the current and prior year was professional fees of $40,558 (2022 - $35,797), and transfer agent and filling fees of $23,024 (2022 - $14,937), and transaction costs of $102,654 (2022 - $nil). This is mainly due to are due to increased professional fees utilized in pursuit of a business or acquisition of a potential project of merit for a QT. The transactions costs were a result of the acquisition of Anquiro Financial Corp. during the year ended June 30, 2023.

The Company continues to seek opportunities to complete its Qualifying Transaction.

SUMMARY OF QUARTERLY FINANCIAL RESULTS

The following is a summary of selected financial information compiled from the quarterly interim unaudited financial statements for eight quarters ending June 30, 2025:

	Three months ended
	June 30, 2025 -$- March 31, 2025 -$- December 31, 2024 -$- September 30, 2024 -$-
Total assets Working capital (deficit) Shareholders’ equity Net income (loss) for the period Income (loss) per share	66 38 166 889 (85,936) (120,426) (105,287) (200,653) (85,936) (120,426) (105,287) (200,653) (1,522) (15,100) 95,327 7,231 0.00 (0.01) 0.02 0.01
	Three months ended
	June 30, 2024 -$ March 31, 2024 -$- December 31, 2023 -$- September 30, 2023 -$-
Total assets Working capital Shareholders’ equity Net income (loss) for the period Loss per share	1,265 1,924 2,551 12,996 (207,884) (114,325) (95,727) (82,449) (207,884) (114,325) (95,727) (82,449) 1,441 (18,597) (13,279) (17,057) 0.00 (0.00) (0.00) (0.00)

Discussion

The Company has limited historical activity, and is subject to the ongoing costs of public listing maintenance while actively seeking opportunities for a Qualifying Transaction. No trends have been noted in reviewing the summary of selected financial information for the eight quarters ended June 30, 2025.

Net income in the periods ended June 30, 2025, December 31, 2024, September 30, 2024 and June 30, 2024, is a result of the expense recovery pursuant to the merger agreement with Black Pine whereby Black Pine has agreed to be responsible for all costs and charges incurred with respect to the Proposed Transaction. In addition, in the period ended December 31, 2024, as further described in notes to 3, and 11 to the financial statements, the Company unwound the acquisition of AFC, in connection to the unwinding, recorded a gain of $107,429.

The increases in net loss in the periods ended March 31, 2024, December 31, 2023, September 30, 2023, June 30, 2023, and March 31, 2023, are due to increased professional fees and/or filing fees utilized in pursuit of a business or acquisition of a potential project of merit for a QT.

Certain comparative figures may have been modified to conform with the current year’s presenation.

Year ended June 30, 2025 and 2024

For the year ended June 30, 2025, the Company recorded $85,936 of net income (2024 – $47,492 loss). During the current year there was a decrease in professional fees to $23,789 (2024 - $38,412), an increase in transfer agent and filing fees of $32,833 (2024 - $18,876), and a gain on unwinding the subsidiary of $107,429 (2024 - $nil) resulting from the reduction in liabilities incurred by the former subsidiary which the Company is no longer liable for. During the fiscal year, the Company recorded an expense recovery of $36,822 (2024 - $nil) related to costs paid by Black Pine pursuant to the definitive agreement.

Three months ended June 30, 2025 and 2024

For the three months ended June 30, 2025 the Company recorded a net loss of $1,522 compared to a net income in 2024 of $1,441. During the quarter there was a decrease in transfer agent filing fees to $877 (2024 - $7,758) incurred for services and fees in connection to the proposed qualifying transaction. In the current period, there was a gain on an expense recovery of $36,823 (2024 - $14,149).

LIQUIDITY AND CAPITAL RESOURCES

The Company has financed its operations to date through receipt of a loan from a shareholder, and from the issuance of common shares. The Company continues to seek capital through various means including the issuance of equity and/or debt.

The Proposed Transaction includes a concurrent financing as further described above in the Proposed Transaction section; whereby, the Resulting Issuer anticipates using the proceeds of the Concurrent Financings to carry out exploration of the Sugarloaf Property and for general working capital. The Concurrent Financings as described in the Proposed Transaction section are not subject to a minimum financing amount and may close in tranches. There is no assurance that the Concurrent Financings will be completed on the terms proposed herein or at all.

During the years ended June 30, 2025 and 2024, there were no share capital transactions.

On June 29, 2017, the Company issued 2,500,000 common shares at $0.05 per share for gross proceeds of $125,000.

Upon the Company completing its IPO financing, the common shares issued to the Company’s founders (2,500,001) were held in escrow and deposited with the trustee under the escrow agreement. Pursuant to the agreement, 10% of the escrowed common shares will be released from escrow on the issuance of the final Exchange bulletin on the closing of a QT and an additional 15% will be released every six months following the initial release over a period of thirty-six months.

On February 23, 2018, the Company completed its IPO financing, issuing 2,000,000 common shares at $0.10 per share for total gross proceeds of $200,000. The Company paid the agent a cash commission of $20,000, and a corporate finance fee of $10,000. The Company also issued non-transferrable agents warrants to purchase 200,000 common shares at a price of $0.10, expiring February 23, 2020.

Net cash used in operating activities for the period ended June 30, 2025 is $625 (2024 - $17,447).

At June 30, 2025, the Company has working capital deficit of $121,948 (June 30, 2024 - $207,884).

There can be no assurance of successfully completing future financings or a Qualifying Transaction. The Company may need to raise further capital to continue operations and complete its Qualifying Transaction. Management is actively seeking such opportunities.

Stock options

During the years ended June 30, 2025 and 2024 there were no stock options outstanding and no stock option transactions.

RELATED PARTY TRANSACTIONS

Related party balances

As at June 30, 2025, the balance of $5,499[1] (June 30, 2024 - $5,499[1] ) is due to a director of the Company for an expense reimbursement and is included as a shareholder loan (Note 5 to the financial statements).

As at June 30, 2025, there were the following balances in connection to companies controlled by a director of the Company:

recorded to prepaid, $nil[1] (June 30, 2024 - $335[1] ) for filing fees advanced.
recorded to accounts payable, $14,150[1] (June 30, 2024 - $18,092)[1] for business expenses paid by companies controlled by a director of the company.

The sole share outstanding in AFC was held by a director of the Company prior to its transfer to the Company (Note 3 to the financial statements).

1 Joe DeVries, Director

FINANCIAL RISK MANAGEMENT

The Company is exposed to minimal financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

Interest rate

The fair values of cash, accounts payable and shareholder loan approximate their carrying values due to the shortterm to maturities of these financial instruments.

Interest rate

Liquidity risk

Credit risk

Foreign exchange risk

Risks and Uncertainties

The Company has a limited history of existence. There can be no assurance that a Qualifying Transaction will be completed. Equity or debt financing may be required to complete a Qualifying Transaction. There can be no assurance that the Company will be able to obtain adequate financing to continue. The securities of the Company should be considered a highly speculative investment. The following risk factors should be given special consideration when evaluating an investment in any of the Company’s common shares:

a) until completion of a Qualifying Transaction, the Company is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions;
b) the Company has had no business activity and has not acquired any material assets since its incorporation other than cash;
c) the Company does not have a history of earnings, nor has it paid any dividends and will not generate earnings or pay dividends until at least after the completion of the Qualifying Transaction;
d) the Company has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that the Company will be able to identify a suitable Qualifying Transaction;
e) even if a proposed Qualifying Transaction is identified, there can be no assurance that the Company will be able to successfully complete the transaction;
f) the Qualifying Transaction may be financed in all or part by the issuance of additional securities by the Company and this may result in further dilution to the investor, which dilution may be significant and which may also result in a change of control of the Company;
g) there can be no assurance that an active and liquid market for the common shares will develop and an investor may find it difficult to resell its common shares;
h) the Company competes with many CPCs that are seeking suitable Qualifying Transactions. In addition, other CPCs may have substantially greater financial and technical resources than the Company.

Capital Management

The Company’s capital structure consists of cash and share capital. The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to complete a Qualifying Transaction. 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. In order to carry out the planned activities and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company’s approach to capital management since inception. The Company is not subject to externally imposed capital requirements (Note 9 to the financial statements).

Financial Instruments

Financial assets

On initial recognition, financial assets are recognized at fair value and are subsequently classified and measured at: (i) amortized cost; (ii) fair value through other comprehensive income (“FVOCI”); or (iii) fair value through profit or loss (“FVTPL”). The classification of financial assets is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. A financial asset is measured at fair value net of transaction costs that are directly attributable to its acquisition except for financial assets at FVTPL where transaction costs are expensed. All financial assets not classified and measured at amortized cost or FVOCI are measured at FVTPL. On initial recognition of an equity instrument that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income. The classification determines the method by which the financial assets are carried on the balance sheet subsequent to inception and how changes in value are recorded.

Impairment

An ‘expected credit loss’ impairment model applies which requires a loss allowance to be recognized based on expected credit losses. The estimated present value of future cash flows associated with the asset is determined and an impairment loss is recognized for the difference between this amount and the carrying amount as follows: the carrying amount of the asset is reduced to estimated present value of the future cash flows associated with the asset, discounted at the financial asset’s original effective interest rate, either directly or through the use of an allowance account and the resulting loss is recognized in profit or loss for the period. In a subsequent period, if the amount of the impairment loss related to financial assets measured at amortized cost decreases, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

Financial liabilities

Financial liabilities are designated as either: (i) fair value through profit or loss; or (ii) other financial liabilities. All financial liabilities are classified and subsequently measured at amortized cost except for financial liabilities at FVTPL. The classification determines the method by which the financial liabilities are carried on the balance sheet subsequent to inception and how changes in value are recorded. Accounts payable and accrued liabilities are classified as other financial liabilities and carried on the balance sheet at amortized cost.

ADDITIONAL INFORMATION

Off-Balance Sheet Arrangements

As at June 30, 2025, and up to the current date, the Company had no off-balance sheet arrangements.

Legal proceedings

As at the current date management was not aware of any legal proceedings involving the Company.

Outstanding Share Data

1) Common shares:

As at June 30, 2025, and the date of this MD&A, the Company has 4,500,001 common shares outstanding of which, 2,500,001 of the issued shares are held in escrow.

2) Warrants:

As at June 30, 2025 and the date of this MD&A, the Company has no warrants outstanding.

3) Stock options:

As at June 30, 2025, and the date of this MD&A, the Company has no stock options outstanding.

Contingent liabilities

As at June 30, 2025 and up to the current date management was not aware of any outstanding contingent liabilities relating to the Company’s activities.

Any forward-looking information in this MDA is based on the conclusions of management. The Company cautions that due to risks and uncertainties, actual events may differ materially from current expectations. With respect to the company’s operations, actual events may differ from current expectations due to economic conditions, new opportunities, changing budget priorities of the company, and other factors.

CAPITAL DISCLOSURE

The Company manages its capital structure and makes adjustments to it based on the funds available to the Company, in order to support the acquisition of a new business. 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 acquire and sustain future development of a business. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company’s approach to capital management during the period ended June 30, 2025. The Company is not subject to externally imposed capital requirements.

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL INFORMATION

The Company's financial statements and the other financial information included in this management report are the responsibility of the Company's management and have been examined and approved by the Board of Directors. The financial statements were prepared by management in accordance with IFRS and include certain amounts based on management’s best estimates using careful judgment. The selection of accounting principles and methods is management’s responsibility.

Management recognizes its responsibility for conducting the Company’s affairs in a manner to comply with the requirements of applicable laws and established financial standards and principles, and for maintaining proper standards of conduct in its activities. The Board of Directors supervises the financial statements and other financial information through its audit committee, which is comprised of a majority of non-management directors.

DIRECTORS

Certain directors of the Company are also directors, officers and/or shareholders of other companies. Such associations may give rise to conflicts of interest from time to time. The directors of the Company are required to act in good faith with a view to the best interests of the Company and to disclose any interest which they may have in any project opportunity of the Company. If a conflict of interest arises at a meeting of the board of directors, any directors in a conflict will disclose their interests and abstain from voting in such matters. In determining whether or not the Company will participate in any project or opportunity, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at the time.

SCHEDULE K MANAGEMENT'S DISCUSSION AND ANALYSIS OF AQR FOR THE YEAR ENDED JUNE 30, 2024

See attached.

163

ANQUIRO VENTURES LTD. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED JUNE 30, 2024

OVERVIEW

The following management discussion and analysis (“MDA”) of the financial position of Anquiro Ventures Ltd. (“the Company”), and results of operations prepared on October 28, 2024, should be read in conjunction with the audited consolidated financial statements for the year ended June 30, 2024. All amounts are stated in Canadian dollars unless otherwise indicated. These financial statements together with this MDA are intended to provide investors with a reasonable basis for assessing the financial performance of the Company.

The head office, the principal address, and the registered and records office of the Company are located at 303 - 595 Howe Street, Vancouver, British Columbia, Canada, V6C 2T5.

Additional information related to the Company is available for view on SEDAR at www.sedar.com or by requesting further information from the Company’s head office in Vancouver.

DESCRIPTION OF BUSINESS

The Company completed its final prospectus on December 19, 2017 for the purposes of completing an IPO becoming a CPC trading on the TSX-V.

The principal business of the Company is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction (“QT”).

RESULTS OF OPERATIONS

At June 30, 2024, the Company had no continuing source of operating revenues and related expenditures.

During the year ended June 30, 2024, the Company reported a net loss of $47,492 (2023 - $173,306).

PROPOSED QUALIFYING TRANSACTION AND SUBSQUENT EVENT

The purchase of AFC required consent from the Exchange, which the Company had not obtain and thus inadvertently contravened the policies of the Exchange. At the request of the Exchange, the Company has agreed to unwind the acquisition of AFC. To that end, the Company has entered into a share purchase agreement with Richard Barnett whereby the Company will sell and Mr. Barnett will purchase the sole outstanding common share of AFC in consideration for the purchase price paid by the Company for such share, being $1.00 (the “Unwinding Transaction”). Pursuant to the Unwinding Transaction, all liabilities of AFC will remain liabilities of AFC and will not be assumed by the Company. During the year ended June 30, 2024, the Company reclassified $95,000 of subscriptions received from equity to liabilities as this amount will no longer be settled with the Company’s shares.

Subject to satisfaction or waiver of the conditions precedent referred to herein and in the Merger Agreement, the Company and Black Pine anticipate that the Proposed Transaction will be completed no later than December 31, 2024. There is no assurance that the Proposed Transaction will be completed on the terms proposed herein or at all.

Concurrent Financing

period of three years after its issuance at a price per share of $0.20. The parties further provided clarity that if the price of the common shares of the post-Proposed Transaction Resulting Issuer exceeds $0.28 over a period of eight consecutive trading dates commencing four months from the date of the issuance of the BP Warrant, then the Resulting Issuer may give notice in writing within 30 days of such occurrence to the holder of the BP Warrant (or the common share purchase warrants issued in exchange for the BP Warrants) (together, the "RI Warrants") that the RI Warrant shall expire at the accelerated expiry time, being 30 days from the date of the notice, unless previously exercised by the holder.

Furthermore, Black Pine has agreed to be responsible for all costs and charges incurred with respect to the Proposed Transaction.

SELECTED ANNUAL INFORMATION

ELECTED ANNUAL INFORMATION
	Years ended June 30,
	2024 -$- 2023 -$- 2022 -$-
Net loss Loss per share Total assets Total equity (deficit)	(47,492) (173,306) (51,392) (0.01) (0.04) (0.01) 1,265 18,377 51,291 (207,884) (65,392) 12,914

YEAR ENDING JUNE 30, 2024

YEAR ENDING JUNE 30, 2023

The Company continues to seek opportunities to complete its Qualifying Transaction.

SUMMARY OF QUARTERLY FINANCIAL RESULTS

The following is a summary of selected financial information compiled from the quarterly interim unaudited financial statements for eight quarters ending June 30, 2024:

	Three months ended
	June 30, 2024 -$- March 31, 2024 -$- December 31, 2023 -$- September 30, 2023 -$-
Total assets Working capital (deficit) Shareholders’ equity Net loss for the period Loss per share	1,265 1,924 2,551 12,996 (207,884) (114,325) (95,727) (82,449) (207,884) (114,325) (95,727) (82,449) 1,441 (18,597) (13,279) (17,057) (0.00) (0.00) (0.00) (0.00)
	Three months ended
	June 30, 2023 -$- March 31, 2023 -$- December 31, 2022 -$- September 30, 2022 -$-
Total assets Working capital Shareholders’ equity Net loss for the period Loss per share	18,377 27,246 47,209 50,227 (65,392) (19,598) (1,187) 7,293 (65,392) (19,598) (1,187) 7,293 (142,822) (18,409) (6,454) (5,621) (0.03) (0.00) (0.00) (0.00)

Discussion

Net income in the period ended June 30, 2024, is a result of the expense recovery pursuant to the merger agreement with Black Pine whereby Black Pine has agreed to be responsible for all costs and charges incurred with respect to the Proposed Transaction.

Certain comparative figures may have been modified to conform with the current year’s presenation.

Year ended June 30, 2024 and 2023

For the year ended June 30, 2024 the Company recorded a loss of $47,492 (2023 – $173,306). During the current period there were increases in professional fees to $38,412 (2023 - $40,558) incurred in connection to the professional services required in connection to the proposed qualifying. Transfer agent and filing fees decreased in the current period to $18,876 (2023 - $23,024) in connection to costs recorded in the prior period related to review fees for the QT. Other fees were mostly commensurate during the comparative periods.

Three months ended June 30, 2024 and 2023

For the three months ended June 30, 2024 the Company recorded $1,441 of income (2023 – $142,822 loss). During the current period there was an increase in transfer agent and filing fees to $7,758 (2023 - $3,360) in connection to QT and AGM related costs in the comparative periods and decrease professional fees to $3,750 (2023 - $30,912) incurred in connection to the services required in connection to the proposed qualifying. During the period ended June 30, 2024, the Company recorded an expense recover of $14,149 (2023 - $nil). Other fees were mostly commensurate during the comparative periods.

LIQUIDITY AND CAPITAL RESOURCES

During the year ended June 30, 2024, 2023, there were no share capital transactions.

On June 29, 2017, the Company issued 2,500,000 common shares at $0.05 per share for gross proceeds of $125,000.

Net cash used in operating activities for the year ended June 30, 2024, is $17,447 (2023 - $44,632).

At June 30, 2024, the Company has working capital deficit of $207,884 (June 30, 2023 - $65,392).

Stock options

During the years ended June 30, 2024 and 2023, there were no stock option transactions.

On February 23, 2018, the Company granted 450,000 stock options to directors and officers of the Company, priced at $0.10, expiring February 23, 2023. The estimated grant date fair value of these options was $33,736. The fair values were based on the following assumptions: share price at grant date of $0.10; exercise price of $0.10; expected life of 5 years; expected volatility of 100%; risk free interest rate of 2.05%; expected dividend yield rate of 0%; and forfeiture rate of 0%.

During the year ended June 30, 2023, 450,000 stock options expired unexercised.

RELATED PARTY TRANSACTIONS

Related party balances

As at June 30, 2024, the balance of $5,499[1] (June 30, 2023 - $5,499[1] ) is due to a director of the Company and is included as a shareholder loan (Note 5 to the financial statements).

As at June 30, 2024, there were the following balances in connection to companies controlled by a director of the Company:

recorded to prepaid, $335[1] (June 30, 2023 - $nil[1] ) for filing fees advanced.
recorded to accounts payable, $18,092[1] (June 30, 2023 - $nil)[1] for business expenses paid by companies controlled by a director of the company.

The sole share outstanding in AFC was held by a director of the Company prior to its transfer to the Company (Note 3 to the financial statements).

1 Joe DeVries, Director

FINANCIAL RISK MANAGEMENT

Interest rate

The fair values of cash, accounts payable and shareholder loan approximate their carrying values due to the shortterm to maturities of these financial instruments.

Interest rate

Liquidity risk

Credit risk

Foreign exchange risk

Risks and Uncertainties

assurance that the Company will be able to obtain adequate financing to continue. The securities of the Company should be considered a highly speculative investment. The following risk factors should be given special consideration when evaluating an investment in any of the Company’s common shares:

a) until completion of a Qualifying Transaction, the Company is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions;
b) the Company has had no business activity and has not acquired any material assets since its incorporation other than cash;
c) the Company does not have a history of earnings, nor has it paid any dividends and will not generate earnings or pay dividends until at least after the completion of the Qualifying Transaction;
d) the Company has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that the Company will be able to identify a suitable Qualifying Transaction;
e) even if a proposed Qualifying Transaction is identified, there can be no assurance that the Company will be able to successfully complete the transaction;
f) the Qualifying Transaction may be financed in all or part by the issuance of additional securities by the Company and this may result in further dilution to the investor, which dilution may be significant and which may also result in a change of control of the Company;
g) there can be no assurance that an active and liquid market for the common shares will develop and an investor may find it difficult to resell its common shares;
h) the Company competes with many CPCs that are seeking suitable Qualifying Transactions. In addition, other CPCs may have substantially greater financial and technical resources than the Company.

Capital Management

Financial Instruments

Financial assets

measured at FVTPL. On initial recognition of an equity instrument that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income. The classification determines the method by which the financial assets are carried on the balance sheet subsequent to inception and how changes in value are recorded.

Impairment

Financial liabilities

ADDITIONAL INFORMATION

Off-Balance Sheet Arrangements

As at June 30, 2024, and up to the current date, the Company had no off-balance sheet arrangements.

Legal proceedings

As at the current date management was not aware of any legal proceedings involving the Company.

Outstanding Share Data

1) Common shares:

As at June 30, 2024 and the date of this MD&A, the Company has 4,500,001 common shares outstanding of which, 2,500,001 of the issued shares are held in escrow.

2) Warrants:

As at June 30, 2024 and the date of this MD&A, the Company has no warrants outstanding.

3) Stock options:

As at June 30, 2024, and the date of this MD&A, the Company has no stock options outstanding.

Contingent liabilities

As at June 30, 2024 and up to the current date management was not aware of any outstanding contingent liabilities relating to the Company’s activities.

CAPITAL DISCLOSURE

The Company manages its capital structure and makes adjustments to it based on the funds available to the Company, in order to support the acquisition of a new business. 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 acquire and sustain future development of a business. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company’s approach to capital management during the year ended June 30, 2024. The Company is not subject to externally imposed capital requirements.

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL INFORMATION

DIRECTORS

SCHEDULE L MANAGEMENT'S DISCUSSION AND ANALYSIS OF AQR FOR THE YEAR ENDED JUNE 30, 2023

See attached.

164

ANQUIRO VENTURES LTD. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED JUNE 30, 2023

OVERVIEW

The following management discussion and analysis (“MDA”) of the financial position of Anquiro Ventures Ltd. (“the Company”), and results of operations prepared on October 27, 2023, should be read in conjunction with the audited financial statements for the year ended June 30, 2023. All amounts are stated in Canadian dollars unless otherwise indicated. These financial statements together with this MDA are intended to provide investors with a reasonable basis for assessing the financial performance of the Company.

The head office, the principal address, and the registered and records office of the Company are located at 303 - 595 Howe Street, Vancouver, British Columbia, Canada, V6C 2T5.

Additional information related to the Company is available for view on SEDAR at www.sedar.com or by requesting further information from the Company’s head office in Vancouver.

DESCRIPTION OF BUSINESS

The Company completed its final prospectus on December 19, 2017 for the purposes of completing an IPO becoming a CPC trading on the TSX-V.

The principal business of the Company is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction (“QT”).

The Exchange has recently published certain revisions to its policies for CPC companies (the “New CPC Policy”), pursuant to these revisions, the Company sought and received the requisite approvals of the shareholders to adopt and align the Company with the New CPC Policy 2.4.

RESULTS OF OPERATIONS

At June 30, 2023, the Company had no continuing source of operating revenues and related expenditures.

During the year ended June 30, 2023, the Company reported a net loss of $173,306 (2022 - $51,392).

PROPOSED QUALIFYING TRANSACTION

The Proposed Qualifying Transaction

Concurrent Financing

Non-Arm's Length Parties

Mr. Joe DeVries and Ms. Keturah Nathe are directors of the Company and of Black Pine and Ms. Nathe is the President and Chief Executive Officer of Black Pine. Mr. Richard Barnett is a director of AQR and the Chief Financial Officer of Black Pine. As such, Mr. DeVries, Ms. Nathe and Mr. Barnett are: (i) Non-Arm's Length Parties and Insiders of the Company, and (ii) Non-Arm's Length Parties and Insiders of Black Pine. The Company does not consider the Proposed Transaction to be a "Non-Arm's Length Qualifying Transaction" (as such term is defined in Policy 2.4) as (i) Mr. DeVries holds more than 20% of the issued and outstanding Company Shares but less than 20% of the issued and outstanding BP Shares, (ii) Ms. Nathe holds less than 20% of the issued and outstanding Company Shares and less than 20% of the issued and outstanding BP Shares, and (iii) Mr. Barnett holds less than 20% of the issued and outstanding Company Shares and less than 20% of the issued and outstanding BP Shares.

Insiders of the Resulting Issuer

Sponsorship

Black Pine

Black Pine was incorporated under the Business Corporations Act (British Columbia) on October 20, 2017, under the name " Digital Asset Management Corp." On February 23, 2021, Black Pine changed its name to "Black Pine Resources Corp.".

Black Pine is a mineral exploration company focused on the acquisition and exploration of mineral properties. Further to its principal business, Black Pine entered into a letter of intent (the " GBR LOI ") dated April 12, 2022, with Great Basin Resources Inc. (" GBR "), a privately held natural resource company founded after the breakup of MinQuest Inc. in 2017, pursuant to which it is entitled to earn an undivided 100% interest in the Sugarloaf Copper Project (the " Sugarloaf Property "), subject to a 2% net smelter royalty due to GBR and further subject to a cash payment of US$1,000,000 payable to GBR upon the Sugarloaf Property attaining commercial production, as defined it the GBR LOI, by (i) reimbursing GBR for all documented expenses, to a maximum of US$100,000 (paid), including for the preparation of a National Instrument 43-101 technical report; and (ii) expending (A) US$300,000 in exploration funds by no later than the first anniversary of the date of the closing of the transaction pursuant to the GBR LOI (the " GBR Closing Date "), (B) a cumulative aggregate of US$500,000 in exploration funds by no later than the second anniversary of the GBR Closing Date, (C) a cumulative aggregate of US$1,500,000 in exploration funds by no later than the third anniversary of the GBR Closing Date, and (D) a cumulative aggregate of US$3,000,000 in exploration funds by no later than the fourth anniversary of the GBR Closing Date. The Sugarloaf Property is situated approximately 10 miles southwest of Silver City, New Mexico, USA, and consists of 77 unpatented claims totaling 1,544 hectares.

The Sugarloaf Property

The Sugarloaf Property is comprised of 77 unpatented mining claims covering a total of 1,544 acres located 650 meters west of Freeport's secondary copper open pit at the Tyrone Mine, New Mexico. Surface sampling completed to date on the Sugarloaf Property has delineated an area in excess of 5,000 feet long by 1,000 feet wide of mineralization that assays 0.20% to 0.48% copper and several high angle shear zones that assay up to 6.29% copper. IP/Resistivity surveys conducted in 1973 and 2022 have identified an apparent sulfide body in the northeast and a peripheral zone with a geophysical signature consistent with a copper oxide blanket that extends to the south around the area of a small open pit. Leaching tests done on samples from the vicinity of the open pit showed potential leachability using sulfuric acid. Black Pine has submitted a plan of operation through the U.S. Forest Service to seek approval to complete a stage 1 drilling program. Readers are cautioned that the above-mentioned samples are selective and may be biased by nature and therefore are not necessarily representative of the overall grade and extent of any mineralization that could occur on the subject areas of the Sugarloaf Property.

The completion of the potential qualifying transaction is subject to regulatory, and exchange acceptance.

SELECTED ANNUAL INFORMATION

SELECTED ANNUAL INFORMATION
	Years ended June 30,
	2023 -$-	2022 -$- 2021 -$-
Net loss Loss per share Total assets Totalequity (deficit)	(173,306) (0.04) 18,377 (65,392)	(51,392) (75,413) (0.01) (0.02) 51,291 88,725 12,914 64,306
YEAR ENDING JUNE 30,2023

YEAR ENDING JUNE 30, 2022

For the year ended June 30, 2022, the Company had no revenues and had a loss of $51,392 (2021 - $75,413). The main components of expenditure during both the current and prior year was professional fees of $35,797 (2021 - $59,551), and transfer agent and filling fees of $14,937 (2021 - $14,120). This is mainly due to are due to increased professional fees utilized in pursuit of a business or acquisition of a potential project of merit for a QT.

The Company continues to seek opportunities to complete its Qualifying Transaction.

SUMMARY OF QUARTERLY FINANCIAL RESULTS

The following is a summary of selected financial information compiled from the quarterly interim unaudited financial statements for eight quarters ending June 30, 2023:

	Three months ended	Three months ended
	June 30, 2023 -$- March 31, 2023 -$-	December 31, 2022 -$- September 30, 2022 -$-
Total assets Working capital (deficit) Shareholders’ equity Net loss for the period Loss pershare	18,377 27,246 (65,392) (19,598) (65,392) (19,598) (142,822) (18,409) (0.03) (0.00)	47,209 50,227 (1,187) 7,293 (1,187) 7,293 (6,454) (5,621) (0.00) (0.00)
	Three months ended
	June 30, 2022 -$- March 31, 2022 -$- December 31, 2021 -$- September 30, 2021 -$-
Total assets Working capital Shareholders’ equity Net loss for the period Loss pershare	51,291 57,492 70,099 73,513 12,914 19,455 28,271 54,321 12,914 19,455 28,271 54,321 (6,542) (8,815) (26,050) (9,985) (0.00) (0.00) (0.01) (0.00)

Discussion

The increases in net loss in the periods ended June 30, 2023, March 31, 2023, and December 31, 2021 are due to increased professional fees and/or filing fees utilized in pursuit of a business or acquisition of a potential project of merit for a QT.

Certain comparative figures may have been modified to conform with the current year’s presenation.

Year ended June 30, 2023 and 2022

For the year ended June 30, 2023 the Company recorded a loss of $173,306 (2022 – $51,392). During the current year, professional fees increased to $40,558 (2022 - $35,797) due the utilization in services required in the current year. Transfer agent filing fees increased to $23,024 (2022 - $14,937) in connection to the requirements of the proposed qualifying transaction in the current year. In connection to the acquisition of Anquiro Financial Corp. the company recorded transaction costs of $102,654 (2022 - $nil) whereas there were no comparable costs in the prior year. Other fees were mostly commensurate during the comparative periods.

Three months ended June 30, 2023 and 2022

For the three months ended June 30, 2023 the Company recorded a loss of $142,822 (2022 – $6,542). During the current period there were increases in professional fees to $27,993 (2022 - $5,082), and transfer agent and filing fees increased to $4,249 (2022 - $662) and transaction costs of $102,654 (2022 - $nil). In connection to the proposed qualifying transaction and the utilization of professional services and required filing fees in the current period. Other fees were mostly commensurate during the comparative periods.

LIQUIDITY AND CAPITAL RESOURCES

During the year ended June 30, 2023, there were no share capital transactions.

On June 29, 2017, the Company issued 2,500,000 common shares at $0.05 per share for gross proceeds of $125,000.

Net cash used in operating activities for the year ended June 30, 2023, is $32,914 (2022 - $37,434).

At June 30, 2023, the Company has working capital of $65,392 deficit (June 30, 2022 - $12,914).

Stock options

During the year ended June 30, 2023, and the year ended June 30, 2022, there were no stock option transactions.

During the year ended June 30, 2023, 450,000 stock options expired unexercised.

RELATED PARTY TRANSACTIONS

Related party balances

As at June 30, 2023, the balance of $5,499[1] (June 30, 2022 - $5,499[1] ) is due to a director of the Company and is included as a shareholder loan (Note 4 to the financial statements).

Related party transactions

1 Joe DeVries, Director

FINANCIAL RISK MANAGEMENT

Interest rate

The fair values of cash, accounts payable and shareholder loan approximate their carrying values due to the short-term to maturities of these financial instruments.

Interest rate

Liquidity risk

Credit risk

Foreign exchange risk

Risks and Uncertainties

a) until completion of a Qualifying Transaction, the Company is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions;
b) the Company has had no business activity and has not acquired any material assets since its incorporation other than cash;
c) the Company does not have a history of earnings, nor has it paid any dividends and will not generate earnings or pay dividends until at least after the completion of the Qualifying Transaction;
d) the Company has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that the Company will be able to identify a suitable Qualifying Transaction;
e) even if a proposed Qualifying Transaction is identified, there can be no assurance that the Company will be able to successfully complete the transaction;
f) the Qualifying Transaction may be financed in all or part by the issuance of additional securities by the Company and this may result in further dilution to the investor, which dilution may be significant and which may also result in a change of control of the Company;
g) there can be no assurance that an active and liquid market for the common shares will develop and an investor may find it difficult to resell its common shares;
h) the Company competes with many CPCs that are seeking suitable Qualifying Transactions. In addition, other CPCs may have substantially greater financial and technical resources than the Company.

Capital Management

Financial Instruments

Financial assets

Impairment

Financial liabilities

ADDITIONAL INFORMATION

Off-Balance Sheet Arrangements

As at June 30, 2023, and up to the current date, the Company had no off-balance sheet arrangements.

Legal proceedings

As at the current date management was not aware of any legal proceedings involving the Company.

Outstanding Share Data

1) Common shares:

As at June 30, 2023 and the date of this MD&A, the Company has 4,500,001 common shares outstanding of which, 2,500,001 of the issued shares are held in escrow.

2) Warrants:

As at June 30, 2023 and the date of this MD&A, the Company has nil warrants outstanding.

3) Stock options:

As at June 30, 2023, and the date of this MD&A, the Company has nil stock options outstanding.

Contingent liabilities

As at June 30, 2023 and up to the current date management was not aware of any outstanding contingent liabilities relating to the Company’s activities.

CAPITAL DISCLOSURE

management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company’s approach to capital management during the year ended June 30, 2023. The Company is not subject to externally imposed capital requirements.

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL INFORMATION

DIRECTORS

SCHEDULE M MANAGEMENT'S DISCUSSION AND ANALYSIS OF AQR FOR THE SIX MONTHS ENDED DECEMBER 31, 2025

See attached.

165

ANQUIRO VENTURES LTD. MANAGEMENT DISCUSSION AND ANALYSIS SIX MONTHS ENDED DECEMBER 31, 2025

OVERVIEW

The following management discussion and analysis (“MDA”) of the financial position of Anquiro Ventures Ltd. (“the Company”), and results of operations prepared on February 25, 2026, should be read in conjunction with the audited consolidated financial statements for the year ended June 30, 2025 and the interim financial statements for December 31, 2025. All amounts are stated in Canadian dollars unless otherwise indicated. The financial statements together with this MDA are intended to provide investors with a reasonable basis for assessing the financial performance of the Company.

The head office, the principal address, and the registered and records office of the Company are located at 303 - 595 Howe Street, Vancouver, British Columbia, Canada, V6C 2T5.

Additional information related to the Company is available for view on SEDAR at www.sedar.com or by requesting further information from the Company’s head office in Vancouver.

DESCRIPTION OF BUSINESS

The principal business of the Company is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction (“QT”).

RESULTS OF OPERATIONS

At December 31, 2025, the Company had no continuing source of operating revenues and related expenditures.

During the period ended December 31, 2025, the Company reported a net income of $3,704 (2024 - $102,597).

PROPOSED QUALIFYING TRANSACTION

On June 16, 2023, as amended on October 22, 2023, January 31, 2024, May 21, 2024 and October 17, 2024, November 12, 2024, February 27, 2025, May 30, 2025, October 30, 2025 and January 31, 2026, the Company became party to a Definitive Agreement to complete a Qualifying Transaction “the Proposed Transaction” or “the Agreement” with AFC and Black Pine Resources Corp. (“Black Pine”), a private corporation incorporated under the laws of the Province of British Columbia. The Company, Black Pine and AFC entered into a binding merger agreement, as amended, whereby the Company is anticipated to acquire the business of Black Pine. Three of the directors of the Company are also directors and / or officers of Black Pine.

The Proposed Transaction is a Non-Arm’s Length Qualifying Transaction as the same parties and their Associates or Affiliates are Control Persons (as such aforementioned capitalized terms are defined in the policies of the Exchange) in both the Company and Black Pine. Furthermore, the Proposed Transaction may be considered a related party transaction (as such term is defined in Multilateral Instrument 61-101) because as three directors or officers of the Company are also directors or officers of Black Pine and the aggregated holdings of the issued and outstanding common shares of the Company and of Black Pine by Principals (as such term is defined in the policies of the Exchange) of the Company exceed 20%.

Concurrent Financing

The Parties have also revised the concurrent financing whereby Anquiro and Black Pine are funding jointly to complete a private placement of up to 15,000,000 subscription receipts (the "Subscription Receipts") at a price per Subscription Receipt of $0.10. Each Subscription Receipt received by the Black Pine will be converted into one unit of Black Pine comprised of one common share of Black Pine and one common share purchase warrant (a "BP Warrant"), exercisable to acquire one common share of Black Pine for a period of three years after its issuance at a price per share of $0.20.

Furthermore, Black Pine has agreed to be responsible for all costs and charges incurred with respect to the Proposed Transaction.

SELECTED ANNUAL INFORMATION

ELECTED ANNUAL INFORMATION
	Years ended June 30,
	2025 -$- 2024 -$- 2023 -$-
Net income (loss) Income (loss) per share Total assets Totalequity (deficit)	85,936 (47,492) (173,306) 0.02 (0.01) (0.04) 66 1,265 18,377 (121,948) (207,884) (65,392)

YEAR ENDING JUNE 30, 2025

YEAR ENDING JUNE 30, 2024

YEAR ENDING JUNE 30, 2023

The Company continues to seek opportunities to complete its Qualifying Transaction.

SUMMARY OF QUARTERLY FINANCIAL RESULTS

The following is a summary of selected financial information compiled from the quarterly interim unaudited financial statements for eight quarters ending December 31, 2025:

	Three months ended
	December 31, 2025 -$- September 30, 2025 -$- June 30, 2025 -$- March 31, 2025 -$-
Total assets Working capital (deficit) Shareholders’ equity Net income (loss) for the period Income (loss) per share	108 24 66 38 (118,244) (129,298) (85,936) (120,426) (118,244) (129,298) (85,936) (120,426) 3,704 7,350 (1,522) (15,100) 0.01 (0.01) (0.00) (0.01)
	Three months ended
	December 31, 2024 -$- September 30, 2024 -$ June 30, 2024 -$ March 31, 2024 -$-
Total assets Working capital Shareholders’ equity Net income (loss) for the period Loss per share	166 889 1,265 1,924 (105,287) (200,653) (207,884) (114,325) (105,287) (200,653) (207,884) (114,325) 95,327 7,231 1,441 (18,597) 0.02 0.01 0.00 (0.00)

Discussion

Net income in the periods ended December 31, 2025, December 31, 2024 and September 30, 2024, is the result of the expense recovery from Black Pine whereby Black Pine agreed to be responsible for all costs and charges incurred with respect to the Proposed Transaction. In addition, in the period ended December 31, 2024, as further described in notes to the financial statements, the Company unwound the acquisition of AFC and recorded a gain of $107,429.

The increases in net loss in the periods ended March 31, 2025, and March 31, 2024, are due to increased professional fees and/or filing fees utilized in pursuit of a business or acquisition of a potential project of merit for a QT.

Certain comparative figures may have been modified to conform with the current year’s presenation.

Six months ended December 31, 2025 and 2024

For the six months ended December 31, 2025 the Company recorded a net income of $3,704 compared to a net income in 2024 of $102,597. The primary difference between the periods is the gain on the unwinding of subsidiary in 2024 of $107,390, with no comparable gain in the current period.

Three months ended December 31, 2025 and 2024

For the three months ended December 31, 2025 the Company recorded a net income of $11,054 compared to a net income in 2024 of $95,327. The primary difference between the periods is the gain on the unwinding of subsidiary in 2024 of $107,390, with no comparable gain in the current period.

LIQUIDITY AND CAPITAL RESOURCES

During the periods ended December 31, 2025 and the year ended June 30, 2025, there were no share capital transactions.

Net cash used in operating activities for the period ended December 31, 2025 is $42 (2024 - $764).

At December 31, 2025, the Company has working capital deficit of $118,244 (June 30, 2025 - $121,948).

Stock options

During the periods ended December 31, 2025 and 2024 there were no stock options outstanding and no stock option transactions.

RELATED PARTY TRANSACTIONS

Related party balances

As at December 31, 2025, the balance of $5,499[1] (June 30, 2025 - $5,499[1] ) is due to a director of the Company for an expense reimbursement and is included as a shareholder loan.

As at December 31, 2025, there were the following balances in connection to companies controlled by a director of the Company:

recorded to accounts payable is $16,897[1] (June 30, 2024 - $14,150)[1] for business expenses paid by companies controlled by a director of the company.
1 Joe DeVries, Director

FINANCIAL RISK MANAGEMENT

Interest rate

The fair values of cash, accounts payable and shareholder loan approximate their carrying values due to the shortterm to maturities of these financial instruments. 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 not exposed to interest rate risk as it does not have any assets or liabilities that are affected by changes in interest rates.

Liquidity risk

Credit risk

Foreign exchange risk

Risks and Uncertainties

a) until completion of a Qualifying Transaction, the Company is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions;
b) the Company has had no business activity and has not acquired any material assets since its incorporation other than cash;
c) the Company does not have a history of earnings, nor has it paid any dividends and will not generate earnings or pay dividends until at least after the completion of the Qualifying Transaction;
d) the Company has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that the Company will be able to identify a suitable Qualifying Transaction;
e) even if a proposed Qualifying Transaction is identified, there can be no assurance that the Company will be able to successfully complete the transaction;
f) the Qualifying Transaction may be financed in all or part by the issuance of additional securities by the Company and this may result in further dilution to the investor, which dilution may be significant and which may also result in a change of control of the Company;
g) there can be no assurance that an active and liquid market for the common shares will develop and an investor may find it difficult to resell its common shares;
h) the Company competes with many CPCs that are seeking suitable Qualifying Transactions. In addition, other CPCs may have substantially greater financial and technical resources than the Company.

Capital Management

Financial Instruments

Financial assets

Impairment

Financial liabilities

ADDITIONAL INFORMATION

Off-Balance Sheet Arrangements

As at December 31, 2025, and up to the current date, the Company had no off-balance sheet arrangements.

Legal proceedings

As at the current date management was not aware of any legal proceedings involving the Company.

Outstanding Share Data

1) Common shares:

As at December 31, 2025, and the date of this MD&A, the Company has 4,500,001 common shares outstanding of which 2,500,001 of the issued shares are held in escrow.

2) Warrants:

As at December 31, 2025 and the date of this MD&A, the Company has no warrants outstanding.

3) Stock options:

As at December 31, 2025, and the date of this MD&A, the Company has no stock options outstanding.

Contingent liabilities

As at December 31, 2025 and up to the current date management was not aware of any outstanding contingent liabilities relating to the Company’s activities.

CAPITAL DISCLOSURE

The Company manages its capital structure and makes adjustments to it based on the funds available to the Company, in order to support the acquisition of a new business. 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 acquire and sustain future development of a business. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company’s approach to capital management during the period ended December 31, 2025. The Company is not subject to externally imposed capital requirements.

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL INFORMATION

DIRECTORS

SCHEDULE N MANAGEMENT'S DISCUSSION AND ANALYSIS OF BLACK PINE FOR THE YEAR ENDED DECEMBER 31, 2025

See attached.

166

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2025

Date prepared: February 27, 2026

FORWARD LOOKING STATEMENTS

OVERVIEW

Corporate Development

The Proposed Qualifying Transaction

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2025

The Proposed Transaction is a Non-Arm’s Length Qualifying Transaction as the same parties and their Associates or Affiliates are Control Persons (as such aforementioned capitalized terms are defined in the policies of the Exchange) in both the Company and Black Pine. Furthermore, the Proposed Transaction may be considered a related party transaction (as such term is defined in Multilateral Instrument 61-101) because as three directors or officers of the Company are also directors or officers of Black Pine and the aggregated holdings of the issued and outstanding common shares of the Company and of Black Pine by Principals (as such term is defined in the policies of the Exchange) of the Company exceed 20%.

Concurrent Financing

The Parties have also revised the concurrent financing whereby Anquiro and Black Pine are funding jointly to complete a private placement of up to 15,000,000 subscription receipts (the "Subscription Receipts") at a price per Subscription Receipt of $0.10. Each Subscription Receipt received by the Black Pine will be converted into one unit of Black Pine comprised of one common share of Black Pine and one common share purchase warrant (a "BP Warrant"), exercisable to acquire one common share of Black Pine for a period of three years after its issuance at a price per share of $0.20.

Furthermore, Black Pine has agreed to be responsible for all costs and charges incurred with respect to the Proposed Transaction.

Non-Arm's Length Parties

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2025

Barnett holds less than 20% of the issued and outstanding Company Shares and less than 20% of the issued and outstanding BP Shares.

Insiders of the Resulting Issuer

Sponsorship

EXPLORATION AND EVALUATION ASSETS

(i) Reimbursement for documented expenditures, not to exceed US$100,000 (paid), including the preparation of a NI 43-101 technical report (completed);
(ii) Expending:
a) US$300,000 in exploration funds by no later than the first anniversary date of the closing of a public listing event, and;
b) US$500,000 in exploration funds by no later than the second anniversary date of the closing of a public listing event, and;
c) A cumulative aggregate of US$1,500,000 in exploration funds by no later than the third anniversary date of the closing of a public listing event, and;
d) A cumulative aggregate of US$3,000,000 in exploration funds by no later than the fourth anniversary date of the closing of a public listing event.

This property is subject to a 2.0% Net Smelter Return, and a cash payment of US$1,000,000 payable to the vendor upon the project attaining commercial production.

As at December 31, 2025, the Company incurred a total of $325,479 (2024 - $304,041) in expenditures on property option agreement as detailed below:

	Total
	-$-
Balance December 31, 2023	$ 253,955
Claims fees and claims renewals	21,012
Permit	74
Survey	-
Geological and Geophysical consulting	20,685
Field travel and related	8,300
Field supplies	15
Balance December 31,2024	$304,041
Claims fees and claims renewals	21,438
Balance December 31,2025	$325,479

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2025

During the year ended December 31, 2025, the Company had a balance in bonds with the state of New Mexico, USA, $99,134 (2024 - $nil).

RESULTS OF OPERATIONS

At December 31, 2025, the Company had no continuing source of operating revenues and related expenditures.

During the year ended December 31, 2025, the net loss was $173,250 (2024 - $390,374). See the discussion below for explanations of the most significant variances.

COMPARISON OF RESULTS OF OPERATIONS

Significant variances between the year ended December 31, 2025 and 2024 are detailed as follows:

Significant variances between the three months ended December 31, 2025 and 2024 are detailed as follows:

In the three months ended December 31, 2025, the net loss was $3,066 (2024: $137,886).

SELECTED ANNUAL INFORMATION

	Year Ended	Year Ended	Year Ended
	December 31, 2025	December 31, 2024	December 31, 2023
	-$-	-$-	-$-
Total assets	604,267	405,230	676,956
Working capital (deficiency)	(340,359)	(46,537)	393,924
Shareholders’ equity (deficiency)	84,254	257,504	647,878
Revenues	-	-	-
Comprehensive income (loss)	(173,250)	(390,374)	(371,322)
Income(loss) per share – basic and diluted	(0.01)	(0.02)	(0.02)

Year ended December 31, 2025:

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2025

Year ended December 31, 2024:

SUMMARY OF QUARTERLY RESULTS

The following is a summary of selected financial information compiled from the quarterly unaudited financial statements for eight quarters ending December 31, 2025:

	December 31,	September 30,	June 30,	March 31,
	2025	2025	2025	2025
Three months ended	-$-	-$-	-$-	-$-
Total assets	604,267	393,896	322,528	323,554
Cryptocurrencies	-	-	-	-
Other assets	-	-	-	-
Working capital (deficit)	(340,359)	(313,535)	(241,066)	(190,843)
Long term debt	-	-	-	-
Shareholders’ equity (deficiency)	84,254	11,944	62,975	113,198
Revenues	-	-	-	-
Net income (loss)	(3,066)	(51,031)	(50,222)	(68,931)
Income(loss) per share - basic and diluted	(0.00)	(0.00)	(0.00)	(0.00)

	December 31,	September 30,	June 30,	March 31,
	2024	2024	2024	2024
Three months ended	-$-	-$-	-$-	-$-
Total assets	405,230	738,652	498,633	602,804
Cryptocurrencies	-	-	-	-
Other assets	-	-	-	-
Working capital (deficit)	(46,537)	95,107	184,462	295,741
Long term debt	-	-	-	-
Shareholders’ equity	257,504	729,050	812,890	566,888
Revenues	-	-	-	-
Net income (loss)	(137,886)	(63,345)	(108,156)	(80,987)
Income(loss) per share - basic and diluted	(0.02)	(0.00)	(0.01)	(0.00)

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2025

LIQUIDITY AND CAPITAL RESOURCES

In the year ended December 31, 2025, significant cash flows are as follows:

At December 31, 2025, the Company had working capital deficiency of $340,359 (2024 working deficiency - $46,537), and had an accumulated deficit of $1,400,994 (2024 - $1,227,744).

RELATED PARTY TRANSACTIONS

Richard Drew Martel, VP Corporate Development, Director (January 9, 2018 – current) 2. Joe DeVries, Director 3. Keturah Nathe, Director 4. Richard Barnett, CFO 5. Richard Kern, Director

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2025

OFF-BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet arrangements.

OTHER MATTERS

Shares outstanding

At December 31, 2025, the Company has 15,931,728 common shares outstanding.

As at the current date, the Company has 20,731,728 common shares outstanding (Note 10 to the financial statements).

Stock options

At December 31, 2025 and the current date, the Company has 1,513,054 stock options outstanding as further described in Note 7 to the financial statements.

Warrants

At December 31, 2025, the Company has no warrants outstanding.

As at the current date, the Company has 4,800,000 warrants outstanding (Note 10 to the financial statements).

Directors

As at the current date, the Directors of the Company are: Richard Martel (President), Joe DeVries, Keturah Nathe, and Richard Kern.

FINANCIAL INSTRUMENTS, RISK MANAGEMENT, AND CAPITAL MANAGEMENT STRATEGY

Financial risk and capital management

Credit risk

Liquidity risk

Interest rate risk

The Company is not currently exposed to significant interest rate risk.

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2025

Capital Management

Currency risk

Classification of financial instruments

Fair value

Financial instruments are classified into one of the following categories: FVTPL, amortized cost and FVTOCI. Set out below are the Company’s financial assets and liabilities by category:

December 31, 2024	FVTPL	FVTOCI	Amortized Cost
	$	$	$
FINANCIAL ASSETS
Assets
Cash	-	-	33,372
FINANCIAL LIABILITIES
Liabilities
Accountspayable and accrued liabilities	-	-	365,013

December 31, 2024	FVTPL	FVTOCI	Amortized Cost
	$	$	$
FINANCIAL ASSETS
Assets at amortized cost
Cash	-	-	9,067
FINANCIAL LIABILITIES
Liabilities at amortized cost
Accountspayable and accrued liabilities	-	-	147,726

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL INFORMATION

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2025

The Board of Directors supervises the financial statements and other financial information through its audit committee, which is comprised of a majority of non-management directors.

DIRECTORS

SUBSEQUENT EVENTS

SCHEDULE O MANAGEMENT'S DISCUSSION AND ANALYSIS OF BLACK PINE FOR THE YEAR ENDED DECEMBER 31, 2024

See attached.

167

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2024

Date prepared: February 27, 2026

This management discussion and analysis (the “MDA”) of the financial position of Black Pine Resources Corp. (the “Company”), and results of operations prepared on February 27, 2026 should be read in conjunction with the audited financial statements for the year ended December 31, 2024. All monetary amounts referred to herein are in Canadian dollars unless otherwise stated. These financial statements together with this MDA are intended to provide investors with a reasonable basis for assessing the financial performance of the Company. Refer to Note 3 of the financial statements for the Company’s material accounting policies.

FORWARD LOOKING STATEMENTS

OVERVIEW

Corporate Development

The Proposed Qualifying Transaction

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2024

The Proposed Transaction is a Non-Arm’s Length Qualifying Transaction as the same parties and their Associates or Affiliates are Control Persons (as such aforementioned capitalized terms are defined in the policies of the Exchange) in both the Company and Black Pine. Furthermore, the proposed transaction may be considered a related party transaction (as such term is defined in Multilateral Instrument 61-101) because as three directors or officers of the Company are also directors or officers of Black Pine and the aggregated holdings of the issued and outstanding common shares of the Company and of Black Pine by Principals (as such term is defined in the policies of the Exchange) of the Company exceed 20%.

Trading in the common shares of the Anquiro is currently suspended in accordance with the policies of the Exchange and will remain suspended until such time as all required documentation in connection with the proposed transaction has been filed with and accepted by the Exchange and permission to resume trading has been obtained from the Exchange.

Concurrent Financing

The Parties have also revised the concurrent financing whereby Anquiro and Black Pine are funding jointly to complete a private placement of up to 15,000,000 subscription receipts (the "Subscription Receipts") at a price per Subscription Receipt of $0.10. Each Subscription Receipt received by the Black Pine will be converted into one unit of Black Pine comprised of one common share of Black Pine and one common share purchase warrant (a "BP Warrant"), exercisable to acquire one common share of Black Pine for a period of three years after its issuance at a price per share of $0.20.

Furthermore, Black Pine has agreed to be responsible for all costs and charges incurred with respect to the Proposed Transaction.

Non-Arm's Length Parties

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2024

Barnett holds less than 20% of the issued and outstanding Company Shares and less than 20% of the issued and outstanding BP Shares.

Insiders of the Resulting Issuer

Sponsorship

EXPLORATION AND EVALUATION ASSETS

(i) Reimbursement for documented expenditures, not to exceed US$100,000 (paid), including the preparation of a NI 43-101 technical report (completed);
(ii) Expending:
a) US$300,000 in exploration funds by no later than the first anniversary date of the closing of a public listing event, and;
b) US$500,000 in exploration funds by no later than the second anniversary date of the closing of a public listing event, and;
c) A cumulative aggregate of US$1,500,000 in exploration funds by no later than the third anniversary date of the closing of a public listing event, and;
d) A cumulative aggregate of US$3,000,000 in exploration funds by no later than the fourth anniversary date of the closing of a public listing event.

This property is subject to a 2.0% Net Smelter Return, and a cash payment of US$1,000,000 payable to the vendor upon the project attaining commercial production.

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2024

As at December 31, 2024, the Company incurred a total of $304,041 (2023 - $253,955) in expenditures on property option agreement as detailed below:

as detailed below:
	Total
	-$-
Balance December 31, 2022	$ 181,805
Claims fees and claims renewals	17,657
Permit	684
Survey	17,087
Geological and Geophysical consulting	29,321
Field travel and related	7,376
Field supplies	25
Balance December 31, 2023	$ 253,955
Claims fees and claims renewals	21,012
Permit	74
Geological and Geophysical consulting	20,685
Field travel and related	8,300
Field supplies	15
Balance December 31, 2024	$ 304,041

RESULTS OF OPERATIONS

At December 31, 2024, the Company had no continuing source of operating revenues and related expenditures.

During the year ended December 31, 2024, the net loss was $390,374 (2023 - $371,322). See the discussion below for explanations of the most significant variances.

COMPARISON OF RESULTS OF OPERATIONS

Significant variances between the year ended December 31, 2024 and 2023 are detailed as follows:

Significant variances between the three months ended December 31, 2024 and 2023 are detailed as follows:

In the three months ended December 31, 2024, the net loss was $137,866 (2023: $81,173).

SELECTED ANNUAL INFORMATION

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2024

	Year Ended	Year Ended	Year Ended
	December 31, 2024	December 31, 2023	December 31, 2022
	-$-	-$-	-$-
Total assets	405,230	676,956	1,028,759
Working capital deficiency	(46,537)	393,924	810,874
Shareholders’ equity	257,504	647,878	992,679
Revenues	-	-	-
Comprehensive income (loss)	(390,374)	(371,322)	(173,209)
Income(loss) per share – basic and diluted	(0.02)	(0.02)	(0.01)

Year ended December 31, 2024:

In the year ended December 31, 2024, the Company’s total assets were $405,230 (2023- $676,956), comprehensive loss of $390,374 (2023 - $371,322), and working capital deficiency of $46,537 (2023 working capital - $393,924). The Company expended $50,086 (2023 - $72,150) in exploration and evaluation expenditures on the Sugarloaf Copper Project during the fiscal year.

Year ended December 31, 2023:

SUMMARY OF QUARTERLY RESULTS

The following is a summary of selected financial information compiled from the quarterly unaudited financial statements for eight quarters ending December 31, 2024:

	December 31,	September 30,	June 30,	March 31,
	2024	2024	2024	2024
Three months ended	-$-	-$-	-$-	-$-
Total assets	405,230	738,652	498,633	602,804
Cryptocurrencies	-	-	-	-
Other assets	-	-	-	-
Working capital (deficit)	(46,537)	95,107	184,462	295,741
Long term debt	-	-	-	-
Shareholders’ equity	257,504	729,050	812,890	566,888
Revenues	-	-	-	-
Net income (loss)	(137,886)	(63,345)	(108,156)	(80,987)
Income(loss) per share - basic and diluted	(0.02)	(0.00)	(0.01)	(0.00)

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2024

	December 31,	September 30,	June 30,	March 31,
	2023	2023	2023	2023
Three months ended	-$-	-$-	-$-	-$-
Total assets	676,956	738,652	811,118	1,028,757
Cryptocurrencies	-	-	-	-
Other assets	-	-	-	-
Working capital	393,924	494,091	992,677	712,231
Long term debt	-	-	-	-
Shareholders’ equity	647,878	729,050	812,890	894,789
Revenues	-	-	-	-
Net income (loss)	(81,173)	(83,851)	(81,890)	(124,409)
Income(loss) per share - basic and diluted	(0.01)	(0.01)	(0.01)	(0.01)

LIQUIDITY AND CAPITAL RESOURCES

In the year ended December 31, 2024, significant cash flows are as follows:

Investing activities used cash flows of $50,086 (2023 - $72,150) which include expenditures of the Sugarloaf Copper Project exploration and evaluation asset.

At December 31, 2024, the Company had working capital deficiency of $46,537 (2023 working capital - $393,924), and had an accumulated deficit of $1,227,744 (2023 - $837,370).

RELATED PARTY TRANSACTIONS

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2024

Richard Drew Martel, VP Corporate Development, Director (January 9, 2018 – current)
Joe DeVries, Director
Keturah Nathe, Director
Richard Barnett, CFO
Richard Kern, Director

OFF-BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet arrangements.

OTHER MATTERS

Shares outstanding

At December 31, 2024, and the current date, the Company has 15,931,728 common shares outstanding.

As at the current date, the Company has 20,731,728 common shares outstanding (Note 10 to the financial statements).

Stock options

At December 31, 2024 and the current date, the Company has 1,513,054 stock options outstanding as further described in Note 7 to the financial statements.

Warrants

At December 31, 2024 and the current date, the Company has no warrants outstanding.

As at the current date, the Company has 4,800,000 warrants outstanding (Note 10 to the financial statements).

Directors

As at the current date, the Directors of the Company are: Richard Martel (President), Joe DeVries, Keturah Nathe, and Richard Kern.

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2024

FINANCIAL INSTRUMENTS, RISK MANAGEMENT, AND CAPITAL MANAGEMENT STRATEGY

Financial risk and capital management

Credit risk

Liquidity risk

Interest rate risk

The Company is not currently exposed to significant interest rate risk.

Capital Management

Currency risk

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2024

Classification of financial instruments

Fair value

Financial instruments are classified into one of the following categories: FVTPL, amortized cost and FVTOCI. Set out below are the Company’s financial assets and liabilities by category:

Set out below are the Company’s financial assets and liabilities	bycategory:
December 31, 2024	FVTPL	FVTOCI	Amortized Cost
	$	$	$
FINANCIAL ASSETS
Assets
Cash	-	-	9,067
FINANCIAL LIABILITIES
Liabilities
Accountspayable and accrued liabilities	-	-	147,726

December 31, 2023	FVTPL	FVTOCI	Amortized Cost
	$	$	$
FINANCIAL ASSETS
Assets at amortized cost
Cash	-	-	394,152
FINANCIAL LIABILITIES
Liabilities at amortized cost
Accountspayable and accrued liabilities	-	-	29,087

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL INFORMATION

The Board of Directors supervises the financial statements and other financial information through its audit committee, which is comprised of a majority of non-management directors.

DIRECTORS

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2024

SUBSEQUENT EVENTS

SCHEDULE P MANAGEMENT'S DISCUSSION AND ANALYSIS OF BLACK PINE FOR THE YEAR ENDED DECEMBER 31, 2023

See attached.

168

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2023

Date prepared: March 13, 2024

FORWARD LOOKING STATEMENTS

OVERVIEW

Corporate Development

The Proposed Qualifying Transaction

Concurrent Financing

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2023

Non-Arm's Length Parties

Insiders of the Resulting Issuer

Sponsorship

(i) Reimbursement for documented expenditures, not to exceed US$100,000 (paid), including the preparation of a NI 43-101 technical report (completed);
(ii) Expending:
a) US$300,000 in exploration funds by no later than the first anniversary date of the closing of a public listing event, and;
b) US$500,000 in exploration funds by no later than the second anniversary date of the closing of a public listing event, and;
c) A cumulative aggregate of US$1,500,000 in exploration funds by no later than the third anniversary date of the closing of a public listing event, and;
d) A cumulative aggregate of US$3,000,000 in exploration funds by no later than the fourth anniversary date of the closing of a public listing event.

This property is subject to a 2.0% Net Smelter Return, and a cash payment of US$1,000,000 payable to the vendor upon the project attaining commercial production.

As at December 31, 2023, the Company incurred a total of $253,955 (December 31, 2022 - $181,805) in expenditures on the property in connection to the option agreement.

RESULTS OF OPERATIONS

At December 31, 2023, the Company had no continuing source of operating revenues and related expenditures.

During the year ended December 31, 2023, the net loss was $371,322 (2022 - $173,209). See the discussion below for explanations of the most significant variances.

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2023

COMPARISON OF RESULTS OF OPERATIONS

Significant variances between the year ended December 31, 2023 and 2022 are detailed as follows:

Significant variances between the three months ended December 31, 2023 and 2022 are detailed as follows:

In the three months ended December 31, 2023, the net loss was $81,173 (2022: $48,769).

As a result of operations in the current period, the Company incurred $18,996 (2022 - $nil) of expenditures on its exploration and evaluation asset, the Sugarloaf Copper Project.

SELECTED ANNUAL INFORMATION

	Year Ended	Year Ended	Year Ended
	December 31, 2023	December 31, 2022	December 31, 2021
	-$-	-$-	-$-
Total assets	676,956	1,028,759	1,207,334
Cryptocurrencies	-	-	-
Other assets	-	-	-
Working capital	393,924	810,874	1,145,263
Shareholders’ equity	647,878	992,679	1,145,263
Revenues	-	-	-
Comprehensive income (loss)	(371,322)	(173,209)	204,779
Income(loss) per share – basic and diluted	(0.02)	(0.01)	0.02

Year ended December 31, 2023:

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2023

Year ended December 31, 2022:

SUMMARY OF QUARTERLY RESULTS

The following is a summary of selected financial information compiled from the quarterly unaudited financial statements for eight quarters ending December 31, 2023:

	December 31,	September 30,	June 30,	March 31,
	2023	2023	2023	2023
Three months ended	-$-	-$-	-$-	-$-
Total assets	676,956	738,652	811,118	1,028,757
Cryptocurrencies	-	-	-	-
Other assets	-	-	-	-
Working capital	393,924	494,091	992,677	712,231
Long term debt	-	-	-	-
Shareholders’ equity	647,878	729,050	812,890	894,789
Revenues	-	-	-	-
Net income (loss)	(81,173)	(83,851)	(81,890)	(124,409)
Income(loss) per share - basic and diluted	(0.01)	(0.01)	(0.01)	(0.01)

	December 31,	September 30,	June 30,	March 31,
	2022	2022	2022	2022
Three months ended	-$-	-$-	-$-	-$-
Total assets	1,028,759	1,035,993	1,069,265	1,132,621
Cryptocurrencies	-	-	-	-
Other assets	-	-	-	-
Working capital	810,874	1,051,446	1,074,214	1,111,954
Long term debt	-	-	-	-
Shareholders’ equity	992,679	1,051,446	1,074,214	1,111,954
Revenues	-	-	-	-
Net income (loss)	(48,769)	(32,770)	(37,738)	(53,932)
Income(loss) per share - basic and diluted	(0.00)	(0.00)	(0.00)	(0.00)

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2023

LIQUIDITY AND CAPITAL RESOURCES

In the year ended December 31, 2023, significant cash flows are as follows:

Investing activities used cash flows of $72,150 (2022 - $181,805) which include expenditures of the Sugarloaf Copper Project exploration and evaluation asset.

At December 31, 2023, the Company had working capital of $393,924 (2022 - $810,874), and had an accumulated deficit of $837,370 (2022 - $466,048).

During the year ended December 31, 2022, the Company cancelled incentive stock options to purchase a total of 217,619 common shares priced at $0.20, originally expiring March 7, 2029.

RELATED PARTY TRANSACTIONS

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2023

Richard Drew Martel, VP Corporate Development, Director (January 9, 2018 – current)
Joe DeVries, Director
Keturah Nathe, Director
Richard Barnett, CFO
Richard Kern, Director

OFF-BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet arrangements.

OTHER MATTERS

Shares outstanding

At December 31, 2023, and the current date, the Company has 15,931,728 common shares outstanding.

Stock options

At December 31, 2023 and the current date, the Company has 1,513,054 stock options outstanding as further described in Note 7 to the financial statements.

Warrants

At December 31, 2023 and the current date, the Company has no warrants outstanding.

Directors

As at the current date, the Directors of the Company are: Richard Martel (President), Joe DeVries, Keturah Nathe, and Richard Kern.

FINANCIAL INSTRUMENTS, RISK MANAGEMENT, AND CAPITAL MANAGEMENT STRATEGY

Financial risk and capital management

Credit risk

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2023

Liquidity risk

Interest rate risk

The Company is not currently exposed to significant interest rate risk.

Capital Management

Currency risk

Classification of financial instruments

Fair value

The fair value of the Company’s financial assets and liabilities approximates the carrying amount, due to their short-term nature.

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

December	31,	2023		Level One
Cash			$	394,152
			$	394,152

December	31,	2022		Level One
Cash			$	839,079
			$	839,079

The carrying value of the accounts payable and accrued liabilities approximates the fair values because of the short-term nature of these instruments.

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2023

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL INFORMATION

The Board of Directors supervises the financial statements and other financial information through its audit committee, which is comprised of a majority of non-management directors.

DIRECTORS

SCHEDULE Q AQR AUDIT COMMITTEE CHARTER

Mandate

serve as an independent and objective party to monitor the Company's financial reporting and internal control system and review the Company's financial statements;
review and appraise the performance of the Company's external auditors; and
provide an open avenue of communication among the Company's auditors, financial and senior management and the AQR Board.

Composition

Meetings

Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

Documents/Reports Review

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

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External Auditors

(a) Review annually, the performance of the external auditors who shall be ultimately accountable to the board of directors and the Committee as representatives of the shareholders.
(b) Obtain annually, a formal written statement of external auditors setting forth all relationships between the external auditors and the Company, consistent with Independence Standards Board Standard 1.
(c) Review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors.
(d) Take, or recommend that the full board of directors take, appropriate action to oversee the independence of the external auditors.
(e) Recommend to the AQR Board the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval.
(f) At each meeting, consult with the external auditors, without the presence of management, about the quality of the Company's accounting principles, internal controls and the completeness and accuracy of the Company's financial statements.
(g) Review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company.

Financial Reporting Processes

(a) In consultation with the external auditors, review with management the integrity of the Company's financial reporting process, both internal and external.
(b) Consider the external auditors' judgments about the quality and appropriateness of the Company's accounting principles as applied in its financial reporting.
(c) Consider and approve, if appropriate, changes to the Company's auditing and accounting principles and practices as suggested by the external auditors and management.
(d) Review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments.
(e) Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.
(f) Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.
(g) Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.
(h) Review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters.
(i) Review certification process.

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(j) Establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

Other

The Committee also reviews any related-party transactions.

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SCHEDULE R OMNIBUS PLAN

See attached.

ANQUIRO VENTURES LTD.

(the " Company ")

Rolling Equity Incentive Plan

Dated for Reference February 23, 2026

ARTICLE 1 PURPOSE

1.1 Purpose

The purpose of this Plan is to advance the interests of the Company by encouraging equity participation in the Company by Participants through the acquisition of Shares of the Company. It is the intention of the Company that this Plan will at all times be in compliance with the policies of the Exchange and any inconsistencies between this Plan and policies of the Exchange will be resolved in favour of the latter.

ARTICLE 2 INTERPRETATION

2.1 Definitions

When used herein, unless the context otherwise requires, the following terms have the indicated meanings, respectively:

" Affiliate " means any entity that is an "affiliate" for the purposes of National Instrument 45-106 – Prospectus Exemptions , as amended from time to time;

" Associate " has the meaning set forth in the Securities Act;

" Award " means any Option, RSU, PSU, DSU or SAR granted under this Plan which may be denominated or settled in Shares or cash;

" Award Agreement " means a signed, written agreement between a Participant and the Company, in the form or any one of the forms approved by the Plan Administrator, evidencing the terms and conditions on which an Award has been granted under this Plan (including written or other applicable employment agreements) and which need not be identical to any other such agreements;

" Blackout Period " means an interval of time formally imposed by the Company during which one or more Participants is prohibited from trading any securities of the Company as a result of the bona fide existence of undisclosed Material Information from time to time, including pursuant to the Company's insider trading policy and/or applicable laws;

" Board " means the board of directors of the Company or any committee thereof duly empowered or authorized to grant Awards under this Plan as it may be constituted from time to time;

" Business Day " means a day, other than a Saturday or Sunday, on which the principal commercial banks in the City of Vancouver, British Columbia are open for commercial business during normal banking hours;

" Canadian Taxpayer " means a Participant that is resident of Canada for purposes of the Tax Act;

" Cash Fees " has the meaning set forth in Subsection 7.1(a);

" Cashless Exercise " has the meaning set forth in Subsection 4.6(b);

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" Cause " means, with respect to a particular Participant:

(a) "cause" (or any similar term) as such term is defined in the employment or other written agreement between the Company or a subsidiary of the Company and the Employee;
(b) in the event there is no written or other applicable employment or other agreement between the Company or a subsidiary of the Company or "cause" (or any similar term) is not defined in such agreement, "cause" as such term is defined in the Award Agreement; or
(c) in the event neither (a) nor (b) apply, then "cause" as such term is defined by applicable law or, if not so defined, such term shall refer to circumstances where (i) an employer may terminate an individual's employment without notice or pay in lieu thereof or other damages, or (ii) the Company or any subsidiary thereof may terminate the Participant's contract without notice or without pay in lieu thereof or other termination fee or damages, except, in each case, to the extent required under ESL, and provided that the failure by a Participant to meet performance targets or similar measures shall not, in and of itself, constitute cause for purposes of such termination of employment or contract;

" Change in Control " means the occurrence of any one or more of the following events:

(a) any transaction at any time and by whatever means pursuant to which any Person or any group of two (2) or more Persons acting jointly or in concert (other than the Company or a subsidiary of the Company) hereafter acquires the direct or indirect "beneficial ownership" (as determined pursuant to the Securities Act) of, or acquires the right to exercise Control or direction over, securities of the Company representing more than 50% of the total voting power represented by the then issued and outstanding voting securities of the Company, including, without limitation, as a result of a take-over bid, an exchange of securities, an amalgamation of the Company with any other entity, an arrangement, a capital reorganization or any other business combination or reorganization;
(b) the sale, assignment or other transfer of all or substantially all of the consolidated assets of the Company to a Person other than an Affiliate of the Company;
(c) the dissolution or liquidation of the Company, other than in connection with the distribution of assets of the Company to one (1) or more Persons which were Affiliates of the Company prior to such event; or
(d) the occurrence of a transaction requiring approval of the Company's shareholders whereby the Company is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise by any other Person (other than a short form amalgamation or exchange of securities with a subsidiary of the Company),

provided that, notwithstanding clauses (a), (b), (c) and (d) above, a Change in Control shall be deemed not to have occurred if immediately following the transaction set forth in clauses (a), (b), (c) or (d) above, the holders of securities of the Company that immediately prior to the consummation of such transaction represented more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors of the Company hold (x) securities of the entity resulting from such transaction (including, for greater certainty, the Person succeeding to assets of the Company in a transaction contemplated in clause (b) above) (the " Surviving Entity ") that represent more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors or trustees (" voting power ") of the Surviving Entity, or (y) if applicable, securities of the entity that directly or indirectly has beneficial ownership of 100% of the securities eligible to elect directors or trustees of the Surviving Entity (the " Parent Entity ") that represent more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors or trustees of the Parent Entity, (any such transaction which satisfies all of the criteria specified above being referred to as a " Non-

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Qualifying Transaction " and, following the Non-Qualifying Transaction, references in this definition of "Change in Control" to the "Company" shall mean and refer to the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) and, if such entity is a company or a trust, references to the "Board" shall mean and refer to the board of directors or trustees, as applicable, of such entity).

" Committee " has the meaning set forth in Section 3.2(b);

" Consultant " has the meaning set forth in Policy 4.4;

" Control " means the relationship whereby a Person is considered to be "controlled" by a Person if:

(a) when applied to the relationship between a Person and a corporation, the beneficial ownership by that Person, directly or indirectly, of voting securities or other interests in such corporation entitling the holder to exercise control and direction in fact over the activities of such corporation;
(b) when applied to the relationship between a Person and a partnership, limited partnership, trust or joint venture, means the contractual right to direct the affairs of the partnership, limited partnership, trust or joint venture; and
(c) when applied in relation to a trust, the beneficial ownership at the relevant time of more than 50% of the property settled under the trust, and
(d) the words "Controlled by", "Controlling" and similar words have corresponding meanings; provided that a Person who controls a corporation, partnership, limited partnership or joint venture will be deemed to Control a corporation, partnership, limited partnership, trust or joint venture which is Controlled by such Person and so on;

" Company " means Anquiro Ventures Ltd., a corporation duly incorporated under the laws of the Province of British Columbia, and its Affiliates, if any, and as the context requires, and includes any successor or assignee entity or entities into which the Company may be merged, changed, or consolidated; any entity for whose securities the securities of the Company shall be exchanged; and any assignee of or successor to substantially all of the assets of the Company;

" Date of Grant " means, for any Award, the date specified by the Plan Administrator at the time it grants the Award or if no such date is specified, the date upon which the Award was granted;

" Deferred Share Unit " or " DSU " means a unit equivalent in value to a Share, credited by means of a bookkeeping entry in the books of the Company in accordance with Article 7;

" Director " means a director of the Company or a subsidiary of the Company who is not an Employee;

" Disabled " or " Disability " means, with respect to a particular Participant:

(a) "disabled" or "disability" (or any similar terms) as such terms are defined in the employment or other written agreement between the Company or a subsidiary of the Company and the Participant;
(b) in the event there is no written or other applicable employment or other agreement between the Company or a subsidiary of the Company, or "disabled" or "disability" (or any similar terms) are not defined in such agreement, "disabled" or "disability" as such term are defined in the Award Agreement; or
(c) in the event neither (a) or (b) apply, then the incapacity or inability of the Participant, by reason of mental or physical incapacity, disability, illness or disease (as determined by a

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legally qualified medical practitioner or by a court) that prevents the Participant from carrying out his or her normal and essential duties as an Employee, Director or Consultant for a continuous period of six months or for any cumulative period of 180 days in any consecutive twelve month period and is expected to continue, the foregoing subject to and as determined in accordance with procedures established by the Plan Administrator for purposes of this Plan;

" Discounted Market Price " has the meaning set forth in Policy 1.1;

" Effective Date " means the effective date of this Plan, being the date of the completion of the Qualifying Transaction (as defined in the policies of the TSX Venture Exchange) with Black Pine Resources Corp., pursuant to a second amended and restated merger agreement dated April [●], 2024, between the Company, Black Pine Resources Corp., and Anquiro Financial Corp., a wholly owned subsidiary of the Company;

" Elected Amount " has the meaning set forth in Subsection 7.1(a);

" Electing Person " means a Participant who is, on the applicable Election Date, designated by the Plan Administrator as an Electing Person pursuant to this Plan;

" Election Date " means the date on which the Electing Person files an Election Notice in accordance with Subsection 7.1(b);

" Election Notice " has the meaning set forth in Subsection 7.1(b);

" Employee " has the meaning set forth in Policy 4.4;

" ESL " means the employment standards legislation, as amended or replaced, applicable to a Participant who is an Employee or Officer;

" Exchange " means the TSXV and any other exchange on which the Shares are or may be listed from time to time;

" Exercise Notice " means a notice in writing in the form of Schedule A hereto, signed by a Participant and stating the Participant's intention to exercise a particular Option;

" Exercise Price " means the price at which an Option Share may be purchased pursuant to the exercise of an Option;

" Expiry Date " means, in respect of Options, the expiry date specified in the Award Agreement for an Option (which shall not be later than the tenth anniversary of the Date of Grant) or, if not so specified, means the tenth anniversary of the Date of Grant;

" Insider " means an "insider" as defined in the rules of the Exchange from time to time;

" Investor Relations Service Provider " has the meaning ascribed to such term in Policy 4.4;

" Market Price " at any date in respect of the Shares shall be the volume weighted average trading price of the Shares on the Exchange, for the five (5) trading days immediately preceding the Date of Grant (or, if such Shares are not then listed and posted for trading on the Exchange, on such stock exchange on which the Shares are listed and posted for trading as may be selected for such purpose by the Board). In the event that such Shares are not listed and posted for trading on any Exchange, the Market Price shall be the fair market value of such Shares as determined by the Board in its sole discretion;

" Material Information " has the meaning set forth in Policy 1.1;

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" Net Exercise " has the meaning set forth in Subsection 4.6(b);

" Net Exercise Notice " has the meaning set forth in Subsection 4.6(b);

" Officer " means an Employee who is considered by the Company as an officer of the Company or a subsidiary of the Company;

" Option " means a right to purchase Shares under Article 4 of this Plan that is non-assignable and nontransferable, unless otherwise approved by the Plan Administrator;

" Option Shares " means Shares issuable by the Company upon the exercise of outstanding Options;

" Participant " means a Director, Officer, Employee or Consultant to whom an Award has been granted under this Plan;

" Participant's Employer " means with respect to a Participant that is or was an Employee, the Company or such subsidiary of the Company as is or, if the Participant has ceased to be employed by the Company or such subsidiary of the Company, was the Participant's Employer;

" Performance Goals " means performance goals expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more of the Company, a subsidiary of the Company, a division of the Company or a subsidiary of the Company, or an individual, or may be applied to the performance of the Company or a subsidiary of the Company relative to a market index, a group of other companies or a combination thereof, or on any other basis, all as determined by the Plan Administrator in its discretion;

" Performance Share Unit " or " PSU " means a unit equivalent in value to a Share, credited by means of a bookkeeping entry in the books of the Company in accordance with Article 6;

" Person " means an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator or other legal representative;

" Plan " means this Equity Incentive Plan, as may be amended from time to time;

" Plan Administrator " means the Person or Persons determined by the Board, which will initially be the Board, or if the administration of this Plan has been delegated by the Board to the Committee pursuant to Section 3.2, the Committee;

" Policy 1.1 " means the TSXV's Policy 1.1 – Interpretation as the same may be amended from time to time;

" Policy 4.4 " means the TSXV's Policy 4.4 – Security Based Compensation as the same may be amended from time to time;

" PSU Service Year " has the meaning set forth in Section 6.1;

" Restricted Share Unit " or " RSU " means a unit equivalent in value to a Share, credited by means of a bookkeeping entry in the books of the Company in accordance with Article 5;

" Retirement " means, with respect to a particular Participant:

(a) "retirement" (or any similar term) as such term is defined in the employment or other written agreement between the Company or a subsidiary of the Company and the Participant;

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(b) in the event there is no written or other applicable employment or other agreement between the Company or a subsidiary of the Company, or "retirement" is not defined in such agreement, "retirement" as such term is defined in the Award Agreement; or
(c) in the event neither (a) or (b) apply, the voluntary cessation of a Participant's employment with the Company, provided that, as at the Termination Date (i) the Participant's age is at least sixty-five (65) and the Participant has at least ten years of service with the Company or a subsidiary of the Company, (ii) the Participant is not receiving or otherwise entitled to compensation in lieu of notice of termination, severance or similar payments, and (iii) the Participant has agreed in writing not to work for a competitor of the Company for a period of at least two (2) years following the Termination Date;

" RSU Service Year " has the meaning set forth in Section 5.1;

" SAR Exercise Price " has the meaning set forth in Section 8.3;

" SAR Fair Market Value " means, for the purpose of determining the SAR Exercise Price for any SAR, unless otherwise determined by the Plan Administrator in its discretion to the extent permitted by the policies of the Exchange, the Market Price on the day immediately prior to the date such SAR is granted;

" SAR Service Year " has the meaning set forth in Section 8.1;

" Securities Act " means the Securities Act (British Columbia);

" 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 govern or are applicable to the Company or to which it is subject;

" Share " means one (1) common share in the capital of the Company as constituted on the Effective Date, or any share or shares issued in replacement of such common share in compliance with Canadian law or other applicable law, or after an adjustment contemplated by Article 11, such other shares or securities to which the holder of an Award may be entitled as a result of such adjustment;

" Stock Appreciation Right " or " SAR " means a stock appreciation right granted to a Participant pursuant to the Plan in accordance with Article 8;

" subsidiary " means an issuer that is Controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary, or any other entity in which the Company has an equity interest and is designated by the Plan Administrator, from time to time, for purposes of this Plan to be a subsidiary;

" Target Performance " has the meaning given to it in Section 6.3;

" Tax Act " means the Income Tax Act (Canada);

" Termination Date " means, subject to applicable law which cannot be waived:

(a) in the case of an Employee or Officer whose employment with the Company or a subsidiary of the Company terminates (regardless of whether the termination is lawful or unlawful, with or without Cause, and whether it is the Participant or the Company or a subsidiary of the Company that initiates the termination), the later of: (i) if and only to the extent required to comply with the minimum standards of ESL, the date that is the last day of any applicable minimum statutory notice period applicable to the Employee or Officer pursuant to ESL, if any; and (ii) the date designated by the Employee or Officer and such Participant's Employer as at the last day of such Employee's or Officer's employment, provided that, in the case of termination of employment by voluntary resignation by the Participant, such date shall not be earlier than the date notice of resignation was given; and, for the

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avoidance of any doubt, the parties intend to displace the presumption that the Participant has any entitlements in respect of the Plan or any Options, RSUs, PSUs or DSUs during any period of reasonable notice of termination under common law or civil law in the case of either (i) or (ii), without regard to any applicable period of reasonable notice or contractual notice to which the Participant may claim to be entitled under common law, civil law or pursuant to contract in respect of a period that follows the last day that the Participant actually and actively provides services to the Company or a subsidiary of the Company, as specified in the notice of termination provided by the Employee or Officer or the Participant's Employer, as the case may be;

(b) in the case of a Consultant whose agreement or arrangement with the Company or a subsidiary of the Company terminates, (i) the date designated by the Company or the subsidiary of the Company, as the "Termination Date" (or similar term) or expiry date in a written agreement between the Consultant and the Company or a subsidiary of the Company, or (ii) if no such written agreement exists, the date designated by the Company or a subsidiary of the Company, as the case may be, on which the Consultant ceases to be a Consultant or a service provider to the Company or the subsidiary of the Company, as the case may be, or on which the Participant's agreement or arrangement is terminated, provided that in the case of voluntary termination by the Participant of the Participant's consulting agreement or other written arrangement, such date shall not be earlier than the date notice of voluntary termination was given; in any event, the "Termination Date" shall be determined without including any period of notice that the Company or the subsidiary of the Company (as the case may be) may be required by law to provide to the Participant or any pay in lieu of notice of termination, termination fees or other damages paid or payable to the Participant; and
(c) in the case of a Director, the date such individual ceases to be a Director, unless the individual continues to be a Participant in another capacity.

" TSXV " means the TSX Venture Exchange;

" U.S. " or " United States " means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia;

" U.S. Securities Act " means the United States Securities Act of 1933 , as may be amended and the rules and regulations promulgated thereunder; and

" VWAP " mean the volume weighted average trading price of the Shares on the Exchange calculated by dividing the total value by the total volume of such securities traded for the five trading days immediately preceding the applicable date.

2.2 Interpretation

(a) Whenever the Plan Administrator exercises discretion in the administration of this Plan, the term "discretion" means the sole and absolute discretion of the Plan Administrator.
(b) As used herein, the terms "Article", "Section", "Subsection" and "clause" mean and refer to the specified Article, Section, Subsection and clause of this Plan, respectively.
(c) Words importing the singular include the plural and vice versa and words importing any gender include any other gender.
(d) Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period begins, including the day on which the period ends, and abridging the period to the immediately preceding Business Day in the event that the last day of the period is not a Business Day. In the event an action is required to be taken or a payment is required to be

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made on a day which is not a Business Day such action shall be taken or such payment shall be made by the immediately preceding Business Day.

(e) Unless otherwise specified, all references to money amounts are to Canadian currency.
(f) The headings used herein are for convenience only and are not to affect the interpretation of this Plan.

ARTICLE 3 ADMINISTRATION

3.1 Administration

Subject to the terms herein, this Plan will be administered by the Plan Administrator and the Plan Administrator has sole and complete authority, in its discretion, to:

(a) determine the individuals to whom grants of Awards under the Plan may be made;
(b) make grants of Awards under the Plan relating to the issuance of Shares (including any combination of Options, RSUs, PSUs, DSUs or SARs) in such amounts, to such Persons and, subject to the provisions of this Plan, on such terms and conditions as it determines including without limitation:
(i) the time or times at which Awards may be granted;
(ii) the conditions under which:
- (A) Awards may be granted to Participants; or
- (B) Awards may be forfeited to the Company,

including any conditions relating to the attainment of specified Performance Goals;

(iii) the number of Shares to be covered by any Award;
(iv) the price, if any, to be paid by a Participant in connection with the purchase of Shares covered by any Awards;
(v) whether restrictions or limitations are to be imposed on the Shares issuable pursuant to grants of any Award, and the nature of such restrictions or limitations, if any; and
(vi) any acceleration of exercisability or vesting, or waiver of termination regarding any Award, based on such factors as the Plan Administrator may determine;
(c) establish the form or forms of Award Agreements;
(d) cancel, amend, adjust or otherwise change any Award under such circumstances as the Plan Administrator may consider appropriate in accordance with the provisions of this Plan;
(e)
construe and interpret this Plan and all Award Agreements;
(f) adopt, amend, prescribe and rescind administrative guidelines and other rules and regulations relating to this Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws; and

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(g) make all other determinations and take all other actions necessary or advisable for the implementation and administration of this Plan.

3.2 Delegation to Committee

(a) The initial Plan Administrator shall be the Board.
(b) To the extent permitted by applicable law, the Board may, from time to time, assume or delegate to any committee of the Board (the " Committee ") all or any of the powers conferred on the Plan Administrator pursuant to this Plan, including the power to subdelegate to any member(s) of the Committee or any specified officer(s) of the Company or its subsidiaries all or any of the powers delegated by the Board. In such event, the Committee or any sub-delegate will exercise the powers delegated to it in the manner and on the terms authorized by the delegating party.

3.3 Determinations Binding

Any decision made or action taken by the Board, the Committee or any sub-delegate to whom authority has been delegated pursuant to Section 3.2 arising out of or in connection with the administration or interpretation of this Plan is final, conclusive and binding on the Company and its subsidiaries, the affected Participant(s), their legal and personal representatives and all other Persons.

3.4 Eligibility

All bona fide Directors, Officers, Employees and Consultants are eligible to participate in the Plan, subject to Section 10.1(f). Participation in the Plan is voluntary and eligibility to participate does not confer upon any Director, Officer, Employee or Consultant any right to receive any grant of an Award pursuant to the Plan. The extent to which any Director, Officer, Employee or Consultant is entitled to receive a grant of an Award pursuant to the Plan will be determined in the discretion of the Plan Administrator. By his, her or its participation in the Plan, for so long as the Shares are listed and posted for trading on the TSXV, each of the Company and the Participant represents and warrants that the Participant is a bona fide Director, Officer, Employee and/or Consultant eligible to participate in the Plan pursuant to Policy 4.4.

3.5 Plan Administrator Requirements

Any Award granted under this Plan shall be subject to the requirement that, if at any time the Company shall determine that the listing, registration or qualification of the Shares issuable pursuant to such Award upon any securities exchange or under any Securities Laws of any jurisdiction, or the consent or approval of the Exchange and any securities commissions or similar securities regulatory bodies having jurisdiction over the Company is necessary as a condition of, or in connection with, the grant or exercise of such Award or the issuance or purchase of Shares thereunder, such Award may not be accepted or exercised, as applicable, in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Plan Administrator. Nothing herein shall be deemed to require the Company to apply for or to obtain such listing, registration, qualification, consent or approval. Participants shall, to the extent applicable, cooperate with the Company in complying with such legislation, rules, regulations and policies.

3.6 Total Shares Subject to Awards

(a) The aggregate number of Shares that may be reserved for issuance under this Plan, at any time, shall not exceed10%.
(b) For the avoidance of doubt, any Shares issued by the Company through the assumption or substitution of outstanding stock options or other equity-based awards from an acquired company shall be subject to the limits on grant prescribed herein.

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(c) Awards that were settled in cash, cancelled, terminated, surrendered, forfeited, or expired without being exercised or settled, and pursuant to which no securities have been issued, will continue to be issuable under the Plan.

3.7 Limits on Grants of Awards

Notwithstanding anything in this Plan, the granting of Awards shall be subject to the following conditions:

(a) for so long as the Shares are listed and posted for trading on the TSXV, not more than two (2%) percent of the Company's issued and outstanding Shares as of the Date of Grant may be granted to any one Consultant in any 12 month period;
(b) for so long as the Shares are listed and posted for trading on the TSXV, not more than an aggregate of two (2%) percent the Company's issued and outstanding Shares may be granted in aggregate to Investor Relations Service Providers in any 12 month period;
(c) for so long as the Shares are listed and posted for trading on the TSXV, unless the Company has obtained disinterested shareholder approval, not more than five (5%) percent of the Company's issued and outstanding Shares as of the Date of Grant may be issued to any one Person in any 12 month period;
(d) for so long as the Shares are listed and posted for trading on the TSXV, unless the Company has obtained disinterested shareholder approval, the Company shall not decrease the Exercise Price or extend the term of Options previously granted to Insiders;
(e) for so long as the Shares are listed and posted for trading on the TSXV, unless the Company has obtained disinterested shareholder approval, the aggregate number of Shares issuable to Insiders (as a group) at any time under this Plan, shall not exceed ten (10%) percent of the Company's issued and outstanding Shares;
(f) for so long as the Shares are listed and posted for trading on the TSXV, unless the Company has obtained disinterested shareholder approval, the aggregate number of Shares issuable to Insiders (as a group) within any one (1) year period under this Plan shall not exceed ten (10%) percent of the Company's issued and outstanding Shares calculated as of the date such Award is granted or issued to such Insider;
(g) for so long as the Shares are listed and posted for trading on the TSXV, no types of Awards other than Options may be grated to Investor Relations Service Providers; and
(h) the Plan Administrator shall not grant any Awards that may be denominated or settled in Shares to residents of the United States unless such Awards and the Shares issuable upon exercise thereof are registered under the U.S. Securities Act or are issued in compliance with an available exemption from the registration requirements of the U.S. Securities Act.

If disinterested shareholder approval is required, the proposed grant(s) or plan must be approved by a majority of the votes cast by all shareholders at the shareholders' meeting, excluding votes attaching to shares beneficially owned by: (i) Insiders to whom options may be granted under the Plan; and (ii) Associates and Affiliates of such Insiders.

3.8 Hold Period

All Awards and any Shares issued on the exercise of Awards may be subject to and legended with a four month hold period commencing on the date the Awards were granted pursuant to the rules of the Exchange and applicable securities laws. Any Shares issued on the exercise of Awards may be subject to resale restrictions contained in National Instrument 45-102 – Resale of Securities which would apply to the first trade of the Shares.

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3.9 Awards Granted to Corporations

Except in relation to a Consultant that is a corporation, Awards may only be granted to an individual or a corporation that is wholly-owned a Director, Officer, Employee or Consultant. For so long as the Shares are listed and posted for trading on the TSXV, if a corporation is a Participant receiving Awards, it must provide the TSXV with a completed Certification and Undertaking Required from a Company Granted Security Based Compensation in the form of Schedule "A" to TSXV Form 4G – Summary Form – Security Based Compensation . The Company must agree not to effect or permit any transfer of ownership or option of shares of the Company nor to issue further shares of any class in the Company to any other individual or entity as long as the Award remains outstanding, except with the written consent of the Exchange.

3.10 Award Agreements

Each Award under this Plan will be evidenced by an Award Agreement. Each Award Agreement will be subject to the applicable provisions of this Plan and will contain such provisions as are required by this Plan and any other provisions that the Plan Administrator may direct. Any one officer of the Company is authorized and empowered to execute and deliver, for and on behalf of the Company, an Award Agreement to each Participant granted an Award pursuant to this Plan.

3.11 Non-Transferability of Awards

Except as permitted by the Plan Administrator and to the extent that certain rights may pass to a beneficiary or legal representative upon death of a Participant, by will or as required by law, no assignment or transfer of Awards, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such Awards whatsoever in any assignee or transferee and immediately upon any assignment or transfer, or any attempt to make the same, such Awards will terminate and be of no further force or effect. To the extent that certain rights to exercise any portion of an outstanding Award pass to a beneficiary or legal representative upon death of a Participant, the period in which such Award can be exercised by such beneficiary or legal representative shall not exceed one year from the Participant's death.

ARTICLE 4 OPTIONS

4.1 Granting of Options

The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant Options to any Director, Officer, Employee or Consultant. The terms and conditions of each Option grant shall be evidenced by an Award Agreement. Notwithstanding any of the foregoing provisions, the Plan Administrator may authorize the grant of an Option to a person not then in the employ of the Company or of its subsidiary, conditioned upon such person becoming a Director, Officer, Employee or Consultant at or prior to the Date of Grant of such Option.

4.2 Exercise Price

The Plan Administrator will establish the Exercise Price at the time each Option is granted, provided that, for so long as the Shares are listed and posted for trading on the TSXV, the Exercise Price must in all cases be not less than the Discounted Market Price on the Date of Grant.

4.3 Term of Options

(a) Subject to any accelerated vesting or termination as set forth in this Plan, each Option expires on its Expiry Date, which may not be later than the close of business ten (10) years from the Date of Grant.
(b) Upon the Expiry Date, the Options granted shall forthwith expire and terminate and be of no further force or effect whatsoever as to such of the Shares in respect of which the Option hereby granted has not then been exercised.

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4.4 Vesting

(a) The Plan Administrator shall have the authority to determine the vesting terms applicable to grants of Options.
(b) Notwithstanding the foregoing, all Options granted to Investor Relations Service Providers pursuant to this Plan shall vest and become fully exercisable as follows or as determined by the Plan Administrator when the Option is granted, but in any event, such Options shall not vest any sooner than:
(i) one quarter (¼) of the Options on the date which is three (3) months from the Date of Grant;
(ii) one quarter (¼) of the Options on the date which is six (6) months from the Date of Grant;
(iii) one quarter (¼) of the Options on the date which is nine (9) months from the Date of Grant; and
(iv) the final one quarter (¼) of the Options on the date which is twelve (12) months from the Date of Grant.
(c) Notwithstanding anything to the contrary in the Plan, no more than one quarter (¼) of such Options granted to Investor Relations Service Providers may vest in any three month period.

4.5 Exercisability

(a) Once an Option becomes vested, it shall remain vested and shall be exercisable until expiration or termination of the Option, unless otherwise specified by the Plan Administrator, or as may be otherwise set forth in any written employment agreement, consulting agreement, Award Agreement or other written agreement between the Company or a subsidiary of the Company and the Participant. Each vested Option may be exercised at any time or from time to time, in whole or in part, for up to the total number of Option Shares with respect to which it is then exercisable. The Plan Administrator has the right to accelerate the date upon which any Option becomes exercisable. Notwithstanding the foregoing, the acceleration of the date upon which any Options granted to Investor Relations Service Providers becomes exercisable will be subject to the prior approval of the TSXV.
(b) Subject to the provisions of this Plan and any Award Agreement, Options shall be exercised by means of a fully completed Exercise Notice delivered to the Company.
(c) The Plan Administrator may provide at the time of granting an Option that the exercise of that Option is subject to restrictions, in addition to those specified in Section 4.4, such as vesting conditions relating to the attainment of specified Performance Goals.

4.6 Payment of Exercise Price

(a) Unless otherwise specified by the Plan Administrator at the time of granting an Option and set forth in the particular Award Agreement, the Exercise Notice must be accompanied by payment of the Exercise Price. The Exercise Price must be fully paid by certified cheque, wire transfer, bank draft or money order payable to the Company or by such other means as might be specified from time to time by the Plan Administrator, which, to the extent permitted by and otherwise subject to the rules and policies of the Exchange, may include (i) through the Net Exercise process set out in Section 4.6(b), (ii) through the Cashless Exercise process set out in Section 4.6(c), or (iii) by any combination thereof. The Plan

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Administrator may at any time or from time to time grant Options which do not permit all of the foregoing forms of consideration to be used in payment of the Exercise Price or which otherwise restrict one or more forms of consideration.

(b) A Participant may elect to exercise an Option without payment of the aggregate Exercise Price of the Shares to be purchased pursuant to the exercise of the Option (a " Net Exercise ") by delivering a net exercise notice in the form of Schedule B hereto (the " Net Exercise Notice ") to the Plan Administrator. Upon receipt by the Plan Administrator of a Net Exercise Notice from a Participant, the Company shall calculate and issue to such Participant that number of Shares as is determined by application of the following formula:

X=[Y(A-B)]/A

Where:

X = the number of Shares to be issued to the Participant upon the Net Exercise

Y = the number of Shares underlying the Options being exercised

A = the VWAP as at the date of the Net Exercise Notice, if such VWAP is greater than the Exercise Price

B = the Exercise Price of the Options being exercised

The Company may, but is not obligated to accept, any Net Exercise of which it receives notice. If the Company does accept such Net Exercise, no fractional Shares will be issued to any Participant or the Personal Representative of the Participant electing a Net Exercise. If the number of Shares to be issued to the Participant in the event of a Net Exercise would otherwise include a fraction of a Share, the Company will pay a cash amount to such Participant equal to (i) the fraction of a Share otherwise issuable multiplied by (ii) the value attributed to "A" in the formula set out above. For greater certainty, Options granted to Investor Relations Service Providers are not eligible for Net Exercise.

(c) Subject to the Company having established a program or procedure pursuant to this Section 4.6(c), a Participant may elect to exercise such Options on a cashless basis (a " Cashless Exercise "). A "Cashless Exercise" means the exercise of an Option where the Company has an arrangement with a brokerage firm pursuant to which the brokerage firm will loan money to the Participant to purchase the Shares underlying the Option and then the brokerage firm sells a sufficient number of Shares to cover the exercise price of the Option in order to repay the loan made to the Participant and receives an equivalent number of Shares from the exercise of the Options as were sold to cover the loan and the Participant then receives the balance of the Shares or the cash proceeds from the balance of the Shares. Pursuant to a Cashless Exercise, a Participant shall deliver a properly executed Exercise Notice together with irrevocable instructions to a broker providing for assignment to the Company of the proceeds of a sale or loan with respect to some or all of the Shares being acquired upon the exercise of the Option. The Company reserves the right, in the Company's sole and absolute discretion, to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise, including with respect to one or more Participants specified by the Company notwithstanding that such program or procedures may be available to other Participants.

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ARTICLE 5 RESTRICTED SHARE UNITS

5.1 Granting of RSUs

(a) The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant RSUs to any Participant in respect of services rendered by the applicable Participant in a taxation year (the " RSU Service Year "). The terms and conditions of each RSU grant may be evidenced by an Award Agreement. Each RSU will consist of a right to receive a Share, cash payment, or a combination thereof (as provided in Section 5.4(a)), upon the settlement of such RSU.
(b) The number of RSUs (including fractional RSUs) granted at any particular time pursuant to this Article 5 will be calculated by dividing (i) the amount of any payment that is to be paid in RSUs (including the elected amount as applicable), as determined by the Plan Administrator, by (ii) the greater of (A) the Market Price of a Share on the Date of Grant; (B) such amount as determined by the Plan Administrator in its discretion; and (C) for so long as the Shares are listed and posted for trading on the TSXV, the Discounted Market Price of a Share on the Date of Grant.

5.2 RSU Account

All RSUs received by a Participant shall be credited to an account maintained for the Participant on the books of the Company, as of the Date of Grant.

5.3 Vesting of RSUs

The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of RSUs, provided that, for so long as the Shares are listed and posted for trading on the TSXV, no RSUs may vest before the date that is one year following the Date of Grant.

5.4 Settlement of RSUs

(a) The Plan Administrator shall have the sole authority to determine the settlement terms applicable to the grant of RSUs. Except as otherwise provided in an Award Agreement, on the settlement date for any RSU, each vested RSU shall be redeemed for:
(i) one (1) fully paid and non-assessable Share issued from treasury to the Participant or as the Participant may direct,
(ii) a cash payment, or
(iii) a combination of Shares and cash as contemplated by paragraphs (i) and (ii) above,

in each case as determined by the Plan Administrator in its discretion.

(b) Any cash payments made under this Section 5.4 by the Company to a Participant in respect of RSUs to be redeemed for cash shall be calculated by multiplying the number of RSUs to be redeemed for cash by the greater of: (i) the Market Price per Share; and (ii) for so long as the Shares are listed and posted for trading on the TSXV, the Discounted Market Price, in each case as at the settlement date.
(c) Payment of cash to Participants on the redemption of vested RSUs may be made through the Company's payroll in the pay period that the settlement date falls within.

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(d) Notwithstanding any other terms of this Plan and except as otherwise provided in an Award Agreement, no settlement date for any RSU shall occur, and no Share shall be issued or cash payment shall be made in respect of any RSU, under this Section 5.4 any later than the final Business Day of the third calendar year following the applicable RSU Service Year.
(e) No RSU holder who is resident in the United States may settle RSUs for Shares unless the Shares issuable upon settlement of the RSUs are registered under the U.S. Securities Act or are issued in compliance with an available exemption from the registration requirements of the U.S. Securities Act.

ARTICLE 6 PERFORMANCE SHARE UNITS

6.1 Granting of PSUs

The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant PSUs to any Participant in respect of services rendered by the applicable Participant in a taxation year (the " PSU Service Year "). The terms and conditions of each PSU grant shall be evidenced by an Award Agreement. Each PSU will consist of a right to receive a Share, cash payment, or a combination thereof (as provided in Section 6.6(a)), upon the achievement of such Performance Goals during such performance periods as the Plan Administrator shall establish.

6.2 Terms of PSUs

The Performance Goals to be achieved during any performance period, the length of any performance period, the amount of any PSUs granted, the termination of a Participant's employment and the amount of any payment or transfer to be made pursuant to any PSU will be determined by the Plan Administrator and by the other terms and conditions of any PSU, all as set forth in the applicable Award Agreement.

6.3 Performance Goals

The Plan Administrator will issue Performance Goals prior to the Date of Grant to which such Performance Goals pertain. The Performance Goals may be based upon the achievement of corporate, divisional or individual goals, and may be applied to performance relative to an index or comparator group, or on any other basis determined by the Plan Administrator. The Plan Administrator may modify the Performance Goals as necessary to align them with the Company's corporate objectives, subject to any limitations set forth in an Award Agreement or an employment or other agreement with a Participant. The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be made (or specified vesting will occur) (" Target Performance "), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur), all as set forth in the applicable Award Agreement.

6.4 PSU Account

All PSUs received by a Participant shall be credited to an account maintained for the Participant on the books of the Company, as of the Date of Grant.

6.5 Vesting of PSUs

The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of PSUs, provided that, for so long as the Shares are listed and posted for trading on the TSXV, no PSUs may vest before the date that is one year following the Date of Grant.

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6.6 Settlement of PSUs

(a) The Plan Administrator shall have the authority to determine the settlement terms applicable to the grant of PSUs. Except as otherwise provided in an Award Agreement, on the settlement date for any PSU, each vested PSU shall be redeemed for:
(i) one fully paid and non-assessable Share issued from treasury to the Participant or as the Participant may direct;
(ii) a cash payment; or
(iii) a combination of Shares and cash as contemplated by paragraphs (i) and (ii) above,

in each case as determined by the Plan Administrator in its discretion.

(b) Any cash payments made under this Section 6.6 by the Company to a Participant in respect of PSUs to be redeemed for cash shall be calculated by multiplying the number of PSUs to be redeemed for cash by the greater of: (i) the Market Price per Share; and (ii) for so long as the Shares are listed and posted for trading on the TSXV, the Discounted Market Price, in each case as at the settlement date.
(c) Payment of cash to Participants on the redemption of vested PSUs may be made through the Company's payroll in the pay period that the settlement date falls within.
(d) Notwithstanding any other terms of this Plan and except as otherwise provided in an Award Agreement, no settlement date for any PSU shall occur, and no Share shall be issued or cash payment shall be made in respect of any PSU, under this Section 6.6 any later than the final Business Day of the third calendar year following the applicable PSU Service Year.
(e) No PSU holder who is resident in the United States may settle PSUs for Shares unless the Shares issuable upon settlement of the PSUs are registered under the U.S. Securities Act or are issued in compliance with an available exemption from the registration requirements of the U.S. Securities Act.

ARTICLE 7 DEFERRED SHARE UNITS

7.1 Granting of DSUs

(a) The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, determine that a portion of the compensation payable to a Participant be payable in the form of DSUs. Additionally, subject to the prior approval of the Plan Administrator, each Electing Person is given, subject to the conditions stated herein, the right to elect in accordance with Section 7.1(b) to participate in the grant of additional DSUs pursuant to this Article 7. An Electing Person who elects to participate in the grant of additional DSUs pursuant to this Article 7 shall receive their Elected Amount (as that term is defined below) in the form of DSUs. The " Elected Amount " shall be an amount, as elected by the Electing Person, in accordance with applicable tax law, between 0% and 100% of any compensation that would otherwise be paid in cash (the " Cash Fees ").
(b) Each Electing Person who elects to receive their Elected Amount in the form of DSUs will be required to file a notice of election in the form of Schedule C hereto (the " Election Notice ") with the Chief Financial Officer of the Company: (i) in the case of an existing Electing Person, by December 31[st] in the year prior to the year to which such election is to apply (other than for compensation payable for the 2022 financial year, in which case any

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Electing Person shall file the Election Notice by the date that is 30 days from the Effective Date with respect to compensation paid for services to be performed after such date); and (ii) in the case of a newly designated Electing Person, within 30 days of such designation with respect to compensation paid for services to be performed after such date. If no election is made within the foregoing time frames, the Electing Person shall be deemed to have elected to be paid the entire amount of his or her Cash Fees in cash.

(c) Subject to Subsection 7.1(d), the designation of an Electing Person under Subsection 7.1(b) shall be deemed to apply to all Cash Fees paid subsequent to the filing of the Election Notice, and such Electing Person is not required to file another Election Notice for subsequent calendar years.
(d) Each Electing Person is entitled once per calendar year to terminate his or her election to receive DSUs by filing with the Chief Financial Officer of the Company a termination notice in the form of Schedule D hereto. Such termination shall be effective immediately upon receipt of such notice, provided that the Company has not imposed a Blackout Period. Thereafter, any portion of such Electing Person's Cash Fees payable or paid in the same calendar year and, subject to complying with Subsection 7.1(b), all subsequent calendar years shall be paid in cash. For greater certainty, to the extent an Electing Person terminates his or her participation in the grant of DSUs pursuant to this Article 7, he or she shall not be entitled to elect to receive the Elected Amount, or any other amount of his or her Cash Fees in DSUs again until the calendar year following the year in which the termination notice is delivered.
(e) Any DSUs granted pursuant to this Article 7 prior to the delivery of a termination notice pursuant to Section 7.1(d) shall remain in the Plan following such termination and will be redeemable only in accordance with the terms of the Plan.
(f) The number of DSUs (including fractional DSUs) granted at any particular time pursuant to this Article 7 will be calculated by dividing (i) the amount of any compensation that is to be paid in DSUs (including any Elected Amount), by (ii) the greater of: (A) the Market Price of a Share on the Date of Grant; and (B) for so long as the Shares are listed and posted for trading on the TSXV, the Discounted Market Price of a Share on the Date of Grant.
(g) In addition to the foregoing, the Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant DSUs to any Participant.
(h) For avoidance of doubt, all DSUs granted pursuant to the Plan shall be subject to the limits on grant prescribed herein.

7.2 DSU Account

All DSUs received by a Participant (which, for greater certainty includes Electing Persons) shall be credited to an account maintained for the Participant on the books of the Company, as of the Date of Grant. The terms and conditions of each DSU grant may be evidenced by an Award Agreement.

7.3 Vesting of DSUs

The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of DSUs, provided that, for so long as the Shares are listed and posted for trading on the TSXV, no DSUs may vest before the date that is one year following the Date of Grant.

7.4 Settlement of DSUs

(a) DSUs shall be settled on the date established in the Award Agreement; provided, however that if there is no Award Agreement or the Award Agreement does not establish a date for

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the settlement of the DSUs, then, the settlement date shall be the date determined by the Participant; provided that, in the case of a Participant who is a Canadian Taxpayer, the settlement date shall be no earlier than the date on which the Participant ceases to be a Director and no later than the last Business Day of the immediately following calendar year. On the settlement date for any DSU, each vested DSU shall be redeemed for:

(i) one (1) fully paid and non-assessable Share issued from treasury to the Participant or as the Participant may direct;
(ii) a cash payment; or
(iii) a combination of Shares and cash as contemplated by paragraphs (i) and (ii) above,

in each case as determined by the Plan Administrator in its discretion.

(b) Any cash payments made under this Section 7.4 by the Company to a Participant in respect of DSUs to be redeemed for cash shall be calculated by multiplying the number of DSUs to be redeemed for cash by the greater of: (i) the Market Price per Share; and (ii) for so long as the Shares are listed and posted for trading on the TSXV, the Discounted Market Price, in each case as at the settlement date.
(c) Payment of cash to Participants on the redemption of vested DSUs may be made through the Company's payroll or in such other manner as determined by the Company.
(d) No DSU holder who is resident in the United States may settle DSUs for Shares unless the Shares issuable upon settlement of the DSUs are registered under the U.S. Securities Act or are issued in compliance with an available exemption from the registration requirements of the U.S. Securities Act.

7.5 No Additional Amount or Benefit

For greater certainty, neither a Director to whom DSUs are granted nor any person with whom such Director does not deal at arm's length (for purposes of the Tax Act) shall be entitled, either immediately or in the future, either absolutely or contingently, to receive or obtain any amount or benefit granted or to be granted for the purpose of reducing the impact, in whole or in part, of any reduction in the fair market value of the Shares to which the DSUs relate.

ARTICLE 8 STOCK APPRECIATION RIGHTS

8.1 Granting of SARs

The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant SARs to any Participant in respect of services rendered by the applicable Participant in a taxation year (the " SAR Service Year "). The terms and conditions of each SAR grant shall be evidenced by an Award Agreement. Each SAR will consist of a right to receive a Share, cash payment, or a combination thereof (as provided in Section 8.4(a)), upon the achievement of such Performance Goals during such performance periods as the Plan Administrator shall establish.

8.2 Vesting of SARs

The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of SARs, provided that, for so long as the Shares are listed and posted for trading on the TSXV, no SARs may vest before the date that is one year following the Date of Grant.

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8.3 SAR Exercise Price

The exercise price per Share under each SAR (the " SAR Exercise Price ") shall be the fair market value of the Shares, expressed in terms of money, as determined by the Plan Administrator, in its sole discretion, provided that such price may not be less than the SAR Fair Market Value or such other minimum price as may be permitted under the applicable rules and regulations of all regulatory authorities to which the Company is subject, including the Exchange.

8.4 Settlement of SARs

(a) The Plan Administrator shall have the sole authority to determine the settlement terms applicable to the grant of SARs. Except as otherwise provided in an Award Agreement, on the settlement date for any SAR, each vested SAR shall be redeemed for:
(i) that number or fraction of fully paid and non-assessable Shares issued from treasury to the Participant or as the Participant may direct as is equal to a fraction, the numerator of which is the Market Price minus the SAR Exercise Price and the denominator of which is the Market Price,
(ii) a cash payment, or
(iii) a combination of Shares and cash as contemplated by paragraphs (i) and (ii) above,

in each case as determined by the Plan Administrator in its discretion.

(b) Any cash payments made under this Section 8.4 by the Company to a Participant in respect of SARs to be redeemed for cash shall be calculated by multiplying the number of Shares issuable on settlement of the SARs pursuant to Section 8.4(a) in respect of SARs to be redeemed for cash by the greater of: (i) the Market Price per Share; and (ii) for so long as the Shares are listed and posted for trading on the TSXV, the Discounted Market Price, in each case as at the settlement date.
(c) Payment of cash to Participants on the redemption of vested SARs may be made through the Company's payroll in the pay period that the settlement date falls within.
(d) Notwithstanding any other terms of this Plan and except as otherwise provided in an Award Agreement, no settlement date for any SAR shall occur, and no Share shall be issued or cash payment shall be made in respect of any SAR, under this Section 8.4 any later than the final Business Day of the third calendar year following the applicable SAR Service Year.
(e) No SAR holder who is resident in the United States may settle SARs for Shares unless the Shares issuable upon settlement of the SARs are registered under the U.S. Securities Act or are issued in compliance with an available exemption from the registration requirements of the U.S. Securities Act.

ARTICLE 9 ADDITIONAL AWARD TERMS

9.1 Dividend Equivalents

(a) Unless otherwise determined by the Plan Administrator and set forth in the particular Award Agreement, an Award of RSUs, PSUs, DSUs and SARs shall include the right for such RSUs, PSUs, DSUs and SARs to be credited with dividend equivalents in the form of additional RSUs, PSUs, DSUs and SARs, respectively, as of each dividend payment date in respect of which normal cash dividends are paid on Shares. Such dividend equivalents

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shall be computed by dividing: (a) the amount obtained by multiplying the amount of the dividend declared and paid per Share by the number of RSUs, PSUs, DSUs and SARs, as applicable, held by the Participant on the record date for the payment of such dividend, by (b) the Market Price at the close of the first Business Day immediately following the dividend record date, with fractions computed to three decimal places. Dividend equivalents credited to a Participant's account shall vest in proportion to the RSUs, PSUs, DSUs and SARs to which they relate, and shall be settled in accordance with Subsections 5.4, 6.6, 7.4 and 8.4 respectively.

(b) The foregoing does not obligate the Company to declare or pay dividends on Shares and nothing in this Plan shall be interpreted as creating such an obligation.
(c) For avoidance of doubt, all additional RSUs, PSUs, and DSUs credited as dividend equivalents pursuant to the Plan shall be subject to the limits on grant prescribed herein. In the event the issuance of additional RSUs, PSUs, and DSUs credited as dividend equivalents pursuant to the Plan shall otherwise result in a breach of the terms of the Plan, the Plan Administrator shall be entitled to make a binding determination with respect to the settlement of such dividend equivalents whether by payment of cash, in its sole and binding discretion.

9.2 Blackout Period

If an Award expires during a routine or special trading Blackout Period, then, notwithstanding any other provision of this Plan, unless the delayed expiration would result in negative tax consequences, the Award shall expire five (5) Business Days after the Blackout Period is lifted by the Company; and provided that, (i) the Blackout Period must be deemed to have expired upon the general disclosure of the undisclosed Material Information, and (ii) the automatic extension of an Award will not be permitted where the Participant or the Company is subject to a cease trade order (or similar order under applicable securities laws) in respect of the Company's securities.

9.3 Withholding Taxes

Notwithstanding any other terms of this Plan, the granting, vesting or settlement of each Award under this Plan is subject to the condition that if at any time the Plan Administrator determines, in its discretion, that the satisfaction of withholding tax or other withholding liabilities is necessary or desirable in respect of such grant, vesting or settlement, such action is not effective unless such withholding has been effected to the satisfaction of the Plan Administrator. In such circumstances, the Plan Administrator may require that a Participant pay to the Company the minimum amount as the Company or a subsidiary of the Company is obliged to withhold or remit to the relevant taxing authority in respect of the granting, vesting or settlement of the Award. Any such additional payment is due no later than the date on which such amount with respect to the Award is required to be remitted to the relevant tax authority by the Company or a subsidiary of the Company, as the case may be. Alternatively, and subject to any requirements or limitations under applicable law, the Company or any Affiliate may (a) withhold such amount from any remuneration or other amount payable by the Company or any Affiliate to the Participant, (b) require the sale, on behalf of the applicable Participant, of a number of Shares issued upon exercise, vesting, or settlement of such Award and the remittance to the Company of the net proceeds from such sale sufficient to satisfy such amount, or (c) enter into any other suitable arrangements for the receipt of such amount.

9.4 Recoupment

Notwithstanding any other terms of this Plan, Awards may be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any clawback, recoupment or similar policy adopted by the Company or the relevant subsidiary of the Company, or as set out in the Participant's employment agreement, consulting agreement, Award Agreement or other written agreement, or as otherwise required by law or the rules of the Exchange. The Plan Administrator may at any time waive the application of this Section 9.4 to any Participant or category of Participants.

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ARTICLE 10 TERMINATION OF EMPLOYMENT OR SERVICES

10.1 Termination of Officer, Employee, Consultant or Director

Subject to Section 10.2, unless otherwise determined by the Plan Administrator or as set forth in an employment agreement, consulting agreement, Award Agreement or other written agreement:

(a) where a Participant's employment, consulting or other agreement or arrangement is terminated or the Participant ceases to hold office or his or her position, as applicable, by reason of voluntary resignation by the Participant, termination by the Company or a subsidiary of the Company (whether such termination occurs for, or without Cause, with or without any or adequate reasonable notice, or with or without any or adequate compensation in lieu of such reasonable notice) then, subject to applicable law that cannot be waived by the Participant:
(i) each Award held by the Participant that has not vested as of the Termination Date is immediately forfeited and cancelled as of the Termination Date for no consideration and the Participant shall not be entitled to any damages or other amounts in respect of such cancelled Awards; and
(ii) each Award held by a Participant that has vested may, subject to Sections 5.4(d) and 6.6(d) (where applicable), be exercised, settled or surrendered to the Company by the Participant at any time during the period that terminates on the date that is 90 days after the Termination Date. Any Award that has not been exercised, settled or surrendered at the end of such period shall be immediately forfeited and cancelled for no consideration and the Participant shall not be entitled to any damages or other amounts in respect of such cancelled Awards;
(b) where a Participant's employment, consulting or other agreement or arrangement is terminated by reason of the death of the Participant, then each Award held by the Participant that has not vested as of the date of the death of such Participant shall vest on such date and may, subject to Sections 5.4(d), 6.6(d) and 8.4(d) (where applicable), be exercised, settled or surrendered to the Company by the Participant at any time during the period that terminates on the first anniversary of the date of the death of such Participant provided that with respect to any PSUs held by such Participant, the attainment of Performance Goals shall be assessed on the basis of actual achievement of the Performance Goals up to the date of death of such Participant, if the applicable performance period has been completed and the Company can determine if the Performance Goals have been attained, failing which the Company will assume Target Performance. Any Award that has not been exercised, settled or surrendered at the end of such period shall be immediately forfeited and cancelled for no consideration and the Participant shall not be entitled to any damages or other amounts in respect of such cancelled Awards;
(c) where a Participant's employment, consulting or other agreement, or arrangement terminates on account of him or her becoming Disabled, then any Award held by the Participant that has not vested as of the date of the Disability of such Participant shall continue to vest for a period of twelve (12) months following the date of such Disability in accordance with its terms and, if any such Awards vest, shall be exercised, settled or surrendered to the Company by the Participant in accordance with this Plan; provided that with respect to any PSUs held by such Participant, the attainment of Performance Goals shall be assessed on the basis of actual achievement of the Performance Goals up to the Termination Date, if the applicable performance period has been completed and the Company can determine if the Performance Goals have been attained, failing which the Company will assume Target Performance. Notwithstanding the foregoing, if, following his or her Disability, the Participant breaches the terms of any restrictive covenant in the

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Participant's written or other applicable employment or other agreement with the Company or a subsidiary of the Company, any Award held by the Participant that has not been exercised, surrendered or settled shall be immediately forfeited and cancelled for no consideration and the Participant shall not be entitled to any damages or other amounts in respect of such cancelled Awards. For avoidance of doubt, if any Awards have not: (i) vested; or (ii) been exercised, settled or surrendered to the Company by the Participant in accordance with this Plan, in each case, prior to the twelve (12) month anniversary of the date of Disability, all such unvested and/or unexercised, unsettled or unsurrendered Awards shall be immediately forfeited and cancelled for no consideration and the Participant shall not be entitled to any damages or other amounts in respect of such cancelled Awards;

(d) where a Participant's employment, consulting or other agreement or arrangement is terminated due to Retirement, then each Award held by the Participant that has not vested as of the date of such Retirement shall continue to vest for a period of twelve (12) months following the date of such Retirement in accordance with its terms and, if any such Awards vest, shall be exercised, settled or surrendered to the Company by the Participant in accordance with this Plan; provided that with respect to any PSUs held by such Participant, the attainment of Performance Goals shall be assessed on the basis of actual achievement of the Performance Goals up to the Termination Date, if the applicable performance period has been completed and the Company can determine if the Performance Goals have been attained, failing which the Company will assume Target Performance. Notwithstanding the foregoing, if, following his or her Retirement, the Participant breaches the terms of any restrictive covenant in the Participant's written or other applicable employment or other agreement with the Company or a subsidiary of the Company, any Award held by the Participant that has not been exercised, surrendered or settled shall be immediately forfeited and cancelled for no consideration and the Participant shall not be entitled to any damages or other amounts in respect of such cancelled Awards. For avoidance of doubt, if any Awards have not: (i) vested; or (ii) been exercised, settled or surrendered to the Company by the Participant in accordance with this Plan, in each case, prior to the twelve (12) month anniversary of the date of Retirement, all such unvested and/or unexercised, unsettled or unsurrendered Awards shall be immediately forfeited and cancelled for no consideration and the Participant shall not be entitled to any damages or other amounts in respect of such cancelled Awards;
(e) a Participant's eligibility to receive further grants of Awards under this Plan ceases as of the earliest of the following:
(i) the Termination Date; or
(ii) the date of the death, Disability, Retirement or the date notice is given of the resignation of the Participant; and
(f) notwithstanding Subsection 10.1(a), unless the Plan Administrator, in its discretion, otherwise determines, at any time and from time to time, Awards are not affected by a change of employment or consulting agreement or arrangement, or directorship within or among the Company or a subsidiary of the Company for so long as the Participant continues to be a Director, Officer, Employee or Consultant, as applicable, of the Company or a subsidiary of the Company.

10.2 Discretion to Permit Acceleration

Notwithstanding the provisions of Section 10.1, the Plan Administrator may, in its discretion, at any time prior to, or following the events contemplated in such Section, or in an employment agreement, consulting agreement, Award Agreement or other written agreement between the Company or a subsidiary of the Company and the Participant, permit the acceleration of vesting of any or all Awards or waive termination of any or all Awards, all in the manner and on the terms as may be authorized by the Plan Administrator.

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Notwithstanding the foregoing, for so long as the Shares are listed and posted for trading on the Exchange, the Plan Administrator may only permit the acceleration of vesting Awards in compliance with Policy 4.4.

ARTICLE 11 EVENTS AFFECTING THE COMPANY

11.1 General

The existence of any Awards does not affect in any way the right or power of the Company or its shareholders to make, authorize or determine any adjustment, recapitalization, reorganization or any other change in the Company's capital structure or its business, or any amalgamation, combination, arrangement, merger or consolidation involving the Company, to create or issue any bonds, debentures, Shares or other securities of the Company or to determine the rights and conditions attaching thereto, to effect the dissolution or liquidation of the Company or any sale or transfer of all or any part of its assets or business, or to effect any other corporate act or proceeding, whether of a similar character or otherwise, whether or not any such action referred to in this Article 11 would have an adverse effect on this Plan or on any Award granted hereunder.

11.2 Change in Control

Except as may be set forth in an employment agreement, consulting agreement, Award Agreement or other written agreement between the Company or a subsidiary of the Company and the Participant:

(a) Notwithstanding anything else in this Plan or any Award Agreement, the Plan Administrator may, without the consent of any Participant, take such steps as it deems necessary or desirable, including to cause (i) the conversion or exchange of any outstanding Awards into or for, rights or other securities of substantially equivalent value, as determined by the Plan Administrator in its discretion, in any entity participating in or resulting from a Change in Control; (ii) outstanding Awards to vest and become exercisable, realizable, or payable, or restrictions applicable to an Award to lapse, in whole or in part prior to or upon consummation of such merger or Change in Control, and, to the extent the Plan Administrator determines, terminate upon or immediately prior to the effectiveness of such merger or Change in Control; (iii) the termination of an Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise or settlement of such Award or realization of the Participant's rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Plan Administrator determines in good faith that no amount would have been attained upon the exercise or settlement of such Award or realization of the Participant's rights, then such Award may be terminated by the Company without payment); (iv) the replacement of such Award with other rights or property selected by the Board in its sole discretion; or (v) any combination of the foregoing. In taking any of the actions permitted under this Section 11.2, the Plan Administrator will not be required to treat all Awards similarly in the transaction. Notwithstanding the foregoing, in the case of Options held by a Canadian Taxpayer, the Plan Administrator may not cause the Canadian Taxpayer to receive (pursuant to this Subsection (a)) any property in connection with a Change in Control other than rights to acquire shares of a corporation or units of a "mutual fund trust" (as defined in the Tax Act), of the Company or a "qualifying person" (as defined in the Tax Act) that does not deal at arm's length (for purposes of the Tax Act) with the Company, as applicable, at the time such rights are issued or granted. For avoidance of doubt, for so long as the Shares are listed and posted for trading on the Exchange, the Plan Administrator may only permit the acceleration of vesting Awards in compliance with Policy 4.4;
(b) Notwithstanding Section 10.1, and except as otherwise provided in a written employment or other agreement between the Company or a subsidiary of the Company and a Participant, if within 12 months following the completion of a transaction resulting in a

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Change in Control, a Participant's employment, consultancy or directorship is terminated by the Company or a subsidiary of the Company without Cause:

(i) any unvested Awards held by the Participant at the Termination Date may vest in the sole discretion of the Plan Administrator; and
(ii) any vested Awards of Participants may, subject to Sections 5.4(d), 6.6(d) and 8.4(d) (where applicable), be exercised, settled or surrendered to the Company by such Participant at any time during the period that terminates on the date that is 90 days after the Termination Date, with any Award that has not been exercised, settled or surrendered at the end of such period shall be immediately forfeited and cancelled for no consideration and the Participant shall not be entitled to any damages or other amounts in respect of such cancelled Awards.
(c) Notwithstanding Section 11.2(a) and unless otherwise determined by the Plan Administrator, if, as a result of a Change in Control, the Shares will cease trading on an Exchange, then the Company may terminate all of the Awards, other than an Option held by a Canadian Taxpayer for the purposes of the Tax Act, granted under this Plan at the time of and subject to the completion of the Change in Control transaction by paying to each holder at or within a reasonable period of time following completion of such Change in Control transaction an amount for each Award equal to the fair market value of the Award held by such Participant as determined by the Plan Administrator, acting reasonably, at or within a reasonable period of time following completion of such Change in Control transaction.

11.3 Reorganization of Company's Capital

Should the Company effect a subdivision or consolidation of Shares or any similar capital reorganization or a payment of a stock dividend (other than a stock dividend that is in lieu of a cash dividend), or should any other change be made in the capitalization of the Company that does not constitute a Change in Control and that would warrant the amendment or replacement of any existing Awards in order to adjust the number of Shares that may be acquired on the vesting of outstanding Awards and/or the terms of any Award in order to preserve proportionately the rights and obligations of the Participants holding such Awards, the Plan Administrator will, subject to the prior approval of the Exchange, authorize such steps to be taken as it may consider to be equitable and appropriate to that end.

11.4 Other Events Affecting the Company

In the event of an amalgamation, combination, arrangement, merger or other transaction or reorganization involving the Company and occurring by exchange of Shares, by sale or lease of assets or otherwise, that does not constitute a Change in Control and that warrants the amendment or replacement of any existing Awards in order to adjust the number and/or type of Shares that may be acquired on the vesting of outstanding Awards or by reference to which such Awards may be settled (as applicable), and/or the terms of any Award in order to preserve proportionately the rights and obligations of the Participants holding such Awards, the Plan Administrator will, subject to the prior approval of the Exchange, authorize such steps to be taken as it may consider to be equitable and appropriate to that end.

11.5 Immediate Acceleration of Awards

In taking any of the steps provided in Sections 11.3 and 11.4, the Plan Administrator will not be required to treat all Awards similarly and where the Plan Administrator determines that the steps provided in Sections 11.3 and 11.4 would not preserve proportionately the rights, value and obligations of the Participants holding such Awards in the circumstances or otherwise determines that it is appropriate, the Plan Administrator may, but is not required to, permit the immediate vesting of any unvested Awards.

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11.6 Issue by Company of Additional Shares

Except as expressly provided in this Article 11, neither the issue by the Company of shares of any class or securities convertible into or exchangeable for shares of any class, nor the conversion or exchange of such shares or securities, affects, and no adjustment by reason thereof is to be made with respect to the number of Shares that may be acquired as a result of a grant of Awards.

11.7 Fractions

No fractional Shares will be issued pursuant to an Award and all fractions will be rounded down to the nearest whole number of Shares. Accordingly, if, as a result of any adjustment under this Article 11, a dividend equivalent or otherwise, a Participant would become entitled to a fractional Share, the Participant has the right to acquire only the adjusted number of full Shares and no payment or other adjustment will be made with respect to the fractional Shares, which shall be disregarded.

ARTICLE 12 AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

12.1 Amendment, Suspension, or Termination of the Plan

The Plan Administrator may from time to time, subject to the approval of the Exchange and/or holders of voting shares of the Company if so required in accordance with the policies of the Exchange and/or applicable laws, amend, modify, change, suspend or terminate the Plan or any Awards granted pursuant to the Plan as it, in its discretion determines appropriate, provided, however, no such amendment, modification, change, suspension or termination of the Plan or any Awards granted hereunder may materially impair any rights of a Participant or materially increase any obligations of a Participant under the Plan without the consent of the Participant, unless the Plan Administrator determines such adjustment is required or desirable in order to comply with any applicable Securities Laws or Exchange requirements.

12.2 Shareholder Approval

Notwithstanding Section 12.1 and subject to any rules of the Exchange, approval of the holders of Shares shall be required for, inter alia , any amendment, modification or change that:

(a) increases the percentage of the Company's issued and outstanding Shares from time to time that can be reserved for issuance under the Plan, except pursuant to the provisions in the Plan which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Company or its capital;
(b) increases or removes the 10% limits on Shares issuable or issued to Insiders as set forth in Subsections 3.7(e) and 3.7(f);
(c) reduces the exercise price of an Award (for this purpose, a cancellation or termination of an Award of a Participant prior to its Expiry Date for the purpose of reissuing an Award to the same Participant with a lower exercise price shall be treated as an amendment to reduce the exercise price of an Award) except pursuant to the provisions in the Plan which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Company or its capital;
(d) extends the term of an Award beyond the original Expiry Date (except where an Expiry Date would have fallen within a Blackout Period applicable to the Participant or within five (5) business days following the expiry of such a Blackout Period);
(e) permits an Award to be exercisable beyond 10 years from its Date of Grant (except where an Expiry Date would have fallen within a Blackout Period of the Company);

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(f) increases or removes the limits on the participation of Directors;
(g) permits Awards to be transferred to a Person;
(h)
changes the eligible participants of the Plan;
(i) is a matter expressly subject to approval of the holders of Shares pursuant to the applicable rules of the Exchange; or
(j) deletes or reduces the range of amendments which require approval of shareholders under this Section 12.2,

and in the case of Subsections (a), (b), (c) and (f), such approval must be obtained from disinterested shareholders of the Company.

12.3 Permitted Amendments

Without limiting the generality of Section 12.1, but subject to Section 12.2 and any rules of the Exchange, the Plan Administrator may, without shareholder approval, at any time or from time to time, amend the Plan for the purposes of:

(a) making any amendments to the general vesting provisions of each Award provided that such amendments do not have the effect of altering the scope, nature and intent of the amended provisions;
(b) making any amendments to the provisions set out in Article 10, provided that, for so long as the Shares are listed and posted for trading on the TSXV, shareholder approval shall be required for such amendments;
(c) making any amendments to add covenants of the Company for the protection of Participants, as the case may be, provided that the Plan Administrator shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Participants and do not have the effect of altering the scope, nature and intent of the amended provisions, as the case may be;
(d) making any amendments not inconsistent with the Plan as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Plan Administrator, having in mind the best interests of the Participants, it may be expedient to make, including amendments that are desirable as a result of changes in law in any jurisdiction where a Participant resides, provided that the Plan Administrator shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Participants and Directors and do not have the effect of altering the scope, nature and intent of the amended or modified provisions; or
(e) making such changes or corrections which, on the advice of counsel to the Company, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Plan Administrator shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Participants and do not have the effect of altering the scope, nature and intent of the changed or corrected provisions.

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ARTICLE 13 MISCELLANEOUS

13.1 Legal Requirement

The Company is not obligated to grant any Awards, issue any Shares or other securities, make any payments or take any other action if, in the opinion of the Plan Administrator, in its discretion, such action would constitute a violation by a Participant or the Company of any provision of any applicable statutory or regulatory enactment of any government or government agency or the requirements of any Exchange upon which the Shares may then be listed.

13.2 No Other Benefit

No amount will be paid to, or in respect of, a Participant under the Plan to compensate for a downward fluctuation in the price of a Share, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose.

13.3 Rights of Participant

No Participant has any claim or right to be granted an Award and the granting of any Award is not to be construed as giving a Participant a right to remain as an Employee, Officer, Consultant or Director. No Participant has any rights as a shareholder of the Company in respect of Shares issuable pursuant to any Award until the allotment and issuance to such Participant, or as such Participant may direct, of certificates representing such Shares.

13.4 Corporate Action

Nothing contained in this Plan or in an Award shall be construed so as to prevent the Company from taking corporate action which is deemed by the Company to be appropriate or in its best interest, whether or not such action would have an adverse effect on this Plan or any Award.

13.5 Conflict

In the event of any conflict between the provisions of this Plan and an Award Agreement, the provisions of the Plan shall govern. In the event of any conflict between or among the provisions of this Plan or any Award Agreement, on the one hand, and a Participant's employment agreement with the Company or a subsidiary of the Company, as the case may be, on the other hand, the provisions of the Plan shall prevail.

13.6 Anti-Hedging Policy

By accepting an Award each Participant acknowledges that he or she is restricted from purchasing financial instruments such as prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of Awards.

13.7 Participant Information

Each Participant shall provide the Company with all information (including personal information) required by the Company in order to administer the Plan. Each Participant acknowledges that information required by the Company in order to administer the Plan may be disclosed to any custodian appointed in respect of the Plan and other third parties, and may be disclosed to such persons (including persons located in jurisdictions other than the Participant's jurisdiction of residence), in connection with the administration of the Plan. Each Participant consents to such disclosure and authorizes the Company to make such disclosure on the Participant's behalf.

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13.8 Participation in the Plan

The participation of any Participant in the Plan is entirely voluntary and not obligatory and shall not be interpreted as conferring upon such Participant any rights or privileges other than those rights and privileges expressly provided in the Plan. In particular, participation in the Plan does not constitute a condition of employment or engagement nor a commitment on the part of the Company to ensure the continued employment or engagement of such Participant. The Plan does not provide any guarantee against any loss which may result from fluctuations in the market value of the Shares. The Company does not assume responsibility for the income or other tax consequences for the Participants and Directors and they are advised to consult with their own tax advisors.

13.9 International Participants

With respect to Participants who reside or work outside Canada, the Plan Administrator may, in its discretion, amend, or otherwise modify, without shareholder approval, the terms of the Plan or Awards with respect to such Participants in order to conform such terms with the provisions of local law, and the Plan Administrator may, where appropriate, establish one or more sub-plans to reflect such amended or otherwise modified provisions.

13.10 Successors and Assigns

The Plan shall be binding on all successors and assigns of the Company and its subsidiaries.

13.11 General Restrictions or Assignment

Except as required by law, the rights of a Participant under the Plan are not capable of being assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged and are not capable of being subject to attachment or legal process for the payment of any debts or obligations of the Participant unless otherwise approved by the Plan Administrator.

13.12 Severability

The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision and any invalid or unenforceable provision shall be severed from the Plan.

13.13 Rights to Compensation or Damages

The Plan displaces any and all common law and civil law rights the Participant may have or claim to have in respect of any Awards, including any right to damages. The foregoing shall apply, regardless of: (i) the reason for the termination of the Participant's employment, term of office or service arrangement; (ii) whether such termination is lawful or unlawful, with or without Cause; (iii) whether it is the Participant or the Company or a subsidiary of the Company that initiates the termination; and (iv) any fundamental changes, over time, to the terms and conditions applicable to the Participant's employment, term of office or service arrangement.

13.14 Notices

All written notices to be given by a Participant to the Company shall be delivered personally, e-mail or mail, postage prepaid, addressed as follows:

Anquiro Ventures Ltd. Suite 303, 595 Howe Street, Vancouver, British Columbia V6C 2T5 Attention: Chief Executive Officer

All notices to a Participant will be addressed to the principal address of the Participant on file with the Company. Either the Company or the Participant may designate a different address by written notice to the

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other. Such notices are deemed to be received, if delivered personally or by e-mail, on the date of delivery, and if sent by mail, on the fifth Business Day following the date of mailing. Any notice given by either the Participant or the Company is not binding on the recipient thereof until received.

13.15 Effective Date

This Plan becomes effective on a date to be determined by the Plan Administrator, subject to the approval of the shareholders of the Company.

13.16 Governing Law

This Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without any reference to conflicts of law rules.

13.17 Submission to Jurisdiction

The Company and each Participant irrevocably submits to the exclusive jurisdiction of the courts of competent jurisdiction in the Province of British Columbia in respect of any action or proceeding relating in any way to the Plan, including, without limitation, with respect to the grant of Awards and any issuance of Shares made in accordance with the Plan.

SCHEDULE A

ANQUIRO VENTURES LTD. ROLLING EQUITY INCENTIVE PLAN (THE "PLAN")

ELECTION NOTICE

All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Plan.

The undersigned hereby irrevocably gives notice of the exercise of the Option to acquire and hereby subscribes for (cross out inapplicable item):

(a) all of the Shares; or
(b) __________ of the Shares;

which are the subject of the Award Agreement.

The undersigned tenders herewith a certified cheque or bank draft (circle one) payable to the Company in an amount equal to the aggregate Exercise Price of the aforesaid Shares exercised and directs the Company to issue the certificate evidencing said Shares in the name of the undersigned to be mailed to the undersigned at the following address:

By executing this Exercise Notice, the undersigned hereby confirms that the undersigned has read the Plan and agrees to be bound by the provisions of the Plan.

DATED _____.

________ Signature of Option Holder

SCHEDULE B

ANQUIRO VENTURES LTD. ROLLING EQUITY INCENTIVE PLAN (THE "PLAN")

NET EXERCISE NOTICE

All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Plan.

The undersigned hereby irrevocably gives notice, pursuant to the Plan, of the exercise of the Option to acquire and hereby subscribes for (cross out inapplicable item):

(a) all of the Shares; or
(b) __________ of the Shares;

which are the subject of the Award Agreement.

Pursuant to Section 4.6 of the Plan and the approval of the Plan Administrator, the number of Shares to be issued in accordance with the instructions of the undersigned shall be as is determined by application of the following formula, after deduction of any income tax or other amounts required by law to be withheld:

X=[Y(A-B)]/A

Where:

X = the number of Shares to be issued to the Participant upon the Net Exercise

Y = the number of Shares underlying the Options being exercised
A = the VWAP as at the date of the Net Exercise Notice, if such VWAP is greater than the Exercise Price

B = the Exercise Price of the Options being exercised

No fractional Shares will be issued upon the undersigned making a Net Exercise. If the number of Shares to be issued to the Participant in the event of a Net Exercise would otherwise include a fraction of a Share, the Company will pay a cash amount to such Participant equal to (i) the fraction of a Share otherwise issuable multiplied by (ii) the value attributed to "A" in the formula set out above.

The undersigned directs the Company to issue the certificate evidencing said Shares in the name of the undersigned to be mailed to the undersigned at the following address:

By executing this Net Exercise Notice, the undersigned hereby confirms that the undersigned has read the Plan and agrees to be bound by the provisions of the Plan.

DATED _____.

________ Signature of Option Holder

LC2341021-1

SCHEDULE C

ANQUIRO VENTURES LTD. ROLLING EQUITY INCENTIVE PLAN (THE "PLAN")

ELECTION NOTICE

All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Plan.

Pursuant to the Plan, I hereby elect to participate in the grant of DSUs pursuant to Article 7 of the Plan and to receive ____% of my Cash Fees in the form of DSUs.

I confirm that:

(a) I have received and reviewed a copy of the terms of the Plan and agreed to be bound by them.
(b) I recognize that when DSUs credited pursuant to this election are redeemed in accordance with the terms of the Plan, income tax and other withholdings as required will arise at that time. Upon redemption of the DSUs, the Company will make all appropriate withholdings as required by law at that time.
(c) The value of DSUs is based on the value of the Shares of the Company and therefore is not guaranteed.

The foregoing is only a brief outline of certain key provisions of the Plan. For more complete information, reference should be made to the Plan's text.

Date:

(Name of Participant)

(Signature of Participant)

SCHEDULE D

ANQUIRO VENTURES LTD. ROLLING EQUITY INCENTIVE PLAN (THE "PLAN")

ELECTION TO TERMINATE RECEIPT OF ADDITIONAL DSUs

All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Plan.

Notwithstanding my previous election in the form of Schedule C to the Plan, I hereby elect that no portion of the Cash Fees accrued after the date hereof shall be paid in DSUs in accordance with Article 7 of the Plan.

I understand that the DSUs already granted under the Plan cannot be redeemed except in accordance with the Plan.

I confirm that I have received and reviewed a copy of the terms of the Plan and agree to be bound by them.

Date:

(Name of Participant)

(Signature of Participant)

Note : An election to terminate receipt of additional DSUs can only be made by a Participant once in a calendar year.

CERTIFICATE OF ANQUIRO VENTURES LTD.

The foregoing document constitutes full, true and plain disclosure of all material facts relating to the securities of Anquiro Ventures Ltd. assuming the Transaction Closing.

Dated: February 23, 2026

" Keturah Nathe " Keturah Nathe Chief Executive Officer

" Teresa Cherry " Teresa Cherry Chief Financial Officer

On Behalf of the Board of Directors:

" Huitt Tracey " " Christopher Cherry " Huitt Tracey Christopher Cherry Director Director

173

CERTIFICATE OF BLACK PINE RESOURCES CORP.

The foregoing document, as it relates to Black Pine Resources Corp., constitutes full, true and plain disclosure of all material facts relating to the securities of Black Pine Resources Corp.

Dated: February 23, 2026

"Richard Martel " " Richard Barnett " Richard Drew Martel Richard Barnett Chief Executive Officer Chief Financial Officer

On Behalf of the Board of Directors:

" Keturah Nathe " " Joe DeVries " Keturah Nathe Joe DeVries Director Director

174

ACKNOWLEDGEMENT – PERSONAL INFORMATION

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 this Circular; 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 February 23, 2026

" Keturah Nathe "

Keturah Nathe Director, Chief Executive Officer

175

SCHEDULE A AQR SHAREHOLDER RESOLUTIONS

Omnibus Plan Resolution:

"RESOLVED, AS AN ORDINARY RESOLUTION, that:

(1) AQR's new form of omnibus equity incentive plan (the " Omnibus Plan ") adopted by directors on January 28, 2026, a copy of which was attached as a schedule to the management information circular of AQR dated February 23, 2026 (the " Circular "), be and is hereby authorized and approved, confirmed and ratified, subject to the final acceptance of the Omnibus Plan by the TSX Venture Exchange (the " TSXV ");
(2) the AQR board of directors be authorized to make any changes to the Omnibus Plan as may be required or permitted by the TSXV and to implement the Omnibus Plan following the Transaction Closing (as such term is defined in the Circular), or such other time as the directors may determine and the TSXV may permit; and
(3) any director or officer of AQR is hereby authorized and directed for and in the name of and on behalf of AQR to execute or cause to be executed, whether under corporate seal of AQR or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in connection with the foregoing."

Transaction Resolution:

"RESOLVED, BY MAJORITY OF THE MINORITY APPROVAL (AS DEFINED IN THE MANAGEMENT INFORMATION CIRCULAR OF AQR DATED FEBRUARY 23, 2026), that:

(a) the amalgamation (the "Amalgamation") under the Business Corporations Act (British Columbia) ("BCBCA") of Black Pine Resources Corp. and 1504671 B.C. Ltd. pursuant to the merger agreement between AQR, Black Pine Resources Corp. and 1504671 B.C. Ltd., dated October 17, 2024, as amended on January 31, 2026, and as may be further amended or amended and restated from time to time, be and is hereby authorized and approved, subject to authorization by the board of directors of AQR in its sole and absolute discretion;
(b) notwithstanding that this special resolution has been duly passed by the holders of the common shares in the capital of AQR, the directors of AQR may in their sole discretion revoke this special resolution in whole or in part at any time prior to its being given effect without further notice to, or approval of, the holders of the common shares in the capital of AQR; and
(c) any one director or officer of AQR be is hereby authorized and directed for and in the name of and on behalf of AQR to execute or cause to be executed, whether under corporate seal of AQR or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to carry out the terms of this resolution, such determination to be conclusively evidenced by the execution and delivery of such documents or the doing of any such act or thing."

153

SCHEDULE B AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF AQR FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

See attached.

154

Anquiro Ventures Ltd.

Consolidated Financial Statements For the years ended June 30, 2025, and 2024

Expressed in Canadian Dollars

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Independent Auditor's Report

To the Shareholders of Anquiro Ventures Ltd.

Opinion

Basis for Opinion

Material Uncertainty Related to Going Concern

Key Audit 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 report.

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Other Information

Management is responsible for the other information. The other information comprises the information included in 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.

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

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

Auditor's Responsibilities for the Audit of the Financial Statements

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.

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

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DALE MATHESON CARR-HILTON LABONTE LLP CHARTERED PROFESSIONAL ACCOUNTANTS Vancouver, BC

October 28, 2025

ANQUIRO VENTURES LTD.

Consolidated Statements of Financial Position

(Expressed in Canadian dollars)

			June 30,		June 30,
As at	Note		2025		2024
Assets
Current assets
Cash		$ 66		$	930
Prepaids	6		-		335
Total assets		$ 66		$	1,265
Liabilities and shareholders’ deficit
Current liabilities
Accounts payable and accrued liabilities	4,6	$	116,515	$	108,650
Shareholder loan	5,6		5,499		5,499
Advance payable	3,11		-		95,000
			122,014		209,149
Shareholders’ deficit
Share capital	7		255,521		255,521
Share based payment reserve	7		44,316		44,316
Deficit			(421,785)		(507,721)
Total shareholders’ deficit			(121,948)		(207,884)
Total liabilities and shareholders’ deficit		$ 66		$	1,265

Nature and continuance of operations (Note 1)

Proposed transaction and subsequent event (Note 11)

Approved by Directors:

“Joe DeVries” Joe DeVries, Director	“Richard Barnett”
	Richard Barnett, Director

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

ANQUIRO VENTURES LTD.

Consolidated Statements of Comprehensive Income (Loss) Years ended June 30, 2025 and 2024 (Expressed in Canadian dollars)

		Note	2025	2024
Administrative expenses
	General and administrative		$ 259	$ 665
	Professional fees		23,789	38,412
	Shareholder communications		1,384	3,167
	Transfer agent and filing fees		32,883	18,876
	Travel and related		-	521
			58,315	61,641
Other items
	Expense recovery	11	(36,823)	(14,149)
	Gain on disposal of subsidiary	3, 11	(107,428)	-
Net comprehensive income (loss) for the year			$ 85,936	$ (47,492)
Weighted average number of outstanding shares
-	Basic and diluted		4,500,001	4,500,001
Basic and diluted income (loss) per share			$ 0.02	$ (0.01)

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

ANQUIRO VENTURES LTD.

Consolidated Statement of Changes in Shareholders’ Deficit (Expressed in Canadian dollars)

Note	Share capital Number of shares Amount Subscriptions received Share based payment reserve Deficit Total shareholders’ equity (deficit)
Balance at June 30, 2023 Subscription reclassification 3, 11 Net loss for the year	4,500,001 $ 255,521 $ 95,000 $ 44,316 $ (460,229) $ (65,392) - - (95,000) - - (95,000) - - - - (47,492) (47,492)
Balance at June 30, 2024 Net income for the year	4,500,001 255,521 - 44,316 (507,721) (207,884) - - - - 85,936 85,936
Balance at June 30, 2025	4,500,001 $ 255,521 $- $ 44,316 $ (421,785) $ (121,948)

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

ANQUIRO VENTURES LTD.

Consolidated Statements of Cash Flows For the years ended June 30, 2025 and 2024 (Expressed in Canadian dollars)

		2025	2024
Cash provided by (used in):
Operating activities
Net income (loss) in the year	$	85,936	$ (47,492)
Item not effecting cash:
Gain on disposal of subsidiary		(107,428)	-
Net change in non-cash working capital items:
Prepaids		335	(335)
Accounts payable and accrued liabilities		20,532	30,380
Cash used in operating activities		(625)	(17,447)
Investing activities
Cash given up on disposal of subsidiary		(239)	-
		(239)	-
Decrease in cash		(864)	(17,447)
Cash, beginning		930	18,377
Cash, ending	$	66	$ 930

Non-cash transactions:

During the year ended June 30, 2024, the Company reclassified subscriptions received on the acquisition of Anquiro Financial Corp. to current liabilities as further described in Note 3.

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

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2025 and 2024 (Expressed in Canadian dollars)

1. NATURE AND CONTINUANCE OF OPERATIONS

2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION

(a) Statement of compliance

The financial statements were approved by the board of directors on October 28, 2025.

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2025 and 2024 (Expressed in Canadian dollars)

2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (Continued)

(b) Basis of presentation

These consolidated financial statements have been prepared on a historical cost basis, modified where applicable and are presented in Canadian dollars, which is the Company’s functional currency.

(c) Consolidation change

(e) Use of estimates and judgments

(f) Financial instruments

(i) Classification

Cash is classified as FVTPL; accounts payable and shareholder loan are classified as amortized cost.

(ii) Measurement

Financial assets and liabilities at amortized cost:

Financial assets and liabilities at FVTPL:

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2025 and 2024 (Expressed in Canadian dollars)

2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (Continued)

(iii) Derecognition Financial assets:

Financial liabilities:

Gains and losses on derecognition are generally recognized in profit or loss.

(g) Loss per share

(h) Income taxes

(i) Share-based payments

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2025 and 2024 (Expressed in Canadian dollars)

2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (Continued)

(j) Changes in accounting standards

IFRS 18 - Presentation and Disclosure of Financial Statements

3. ACQUISITION AND DISPOSITION OF ANQUIRO FINANCIAL CORP.

follows:
	-$-
Assets
Cash	11,718
Liabilities
Accounts payable	(8,872)
Accrued liabilities	(10,500)
Subscriptions received	(95,000)
	(114,372)
Net transaction cost	(102,654)

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2025 and 2024 (Expressed in Canadian dollars)

3. ACQUISITION AND DISPOSITION OF ANQUIRO FINANCIAL CORP. (Continued)

	-$-
Assets
Cash	239
Liabilities
Accounts payable	(12,667)
Subscriptions received	(95,000)
	(107,667)

Gain on disposal	(107,428)

4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	June 30,	June 30,
	2025	2024
	-$-	-$-
Accounts payable	96,265	88,400
Accrued liabilities	20,250	20,250
	116,515	108,650

5. SHAREHOLDER LOAN

As at June 30, 2025, the balance of the shareholder loan is $5,499 (June 30, 2024 - $5,499); this amount is unsecured, non-interest bearing and has no fixed terms for repayment (Note 6).

6. RELATED PARTY TRANSACTIONS

As at June 30, 2025, the following balances were outstanding to a director and companies controlled by a director of the Company:

recorded to prepaids, $nil (June 30, 2024 - $335) for filing fees advanced.
recorded to accounts payable, $14,150 (June 30, 2024 - $18,092) for business expenses paid by a director and companies controlled by a director of the company.

7. SHARE CAPITAL

Common shares

The Company has authorized an unlimited number of common shares without par value.

As at June 30, 2025 and 2024, there were 4,500,001 issued and fully paid common shares.

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2025 and 2024 (Expressed in Canadian dollars)

7. SHARE CAPITAL (Continued)

There have been no share capital transactions during the years ended June 30, 2025 and 2024.

Stock options

There are no options outstanding in fiscal 2025 or 2024.

Share-based payment reserve

During the years ended June 30, 2025 and 2024, the Company did not grant any stock options.

8. FINANCIAL INSTRUMENTS AND RISKS

(a) Fair values The fair values of cash, accounts payable and shareholder loan approximate their carrying values due to the short-term to maturities of these financial instruments.

(b ) Interest rate

(c) Liquidity risk

(d) Credit risk

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2025 and 2024 (Expressed in Canadian dollars)

9. CAPITAL MANAGEMENT

10. INCOME TAXES

	Year ended	Year ended	Year ended	Year ended
		June 30,		June 30,
		2025		2024
Net income (loss) before income tax	$	85,936	$	(47,492)
Statutory tax rate		27%		27%
Expected income tax recovery at the statutory tax rate		23,203		(12,823)
Non-deductible item		-		-
Disposition of AFC		(1,289)		-
Change in valuation allowance		(21,914)		12,823
Income tax recovery	$	-	$	-

The Company has the following deductible temporary differences for which no deferred tax asset has been recognized:

		June 30,		June 30,
		2025		2024
Non-capital losses	$	451,465	$	532,628
	$	451,465	$	532,628

The non-capital losses will commence expiring in the year 2035.

11. PROPOSED TRANSACTION AND SUBSEQUENT EVENT

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2025 and 2024 (Expressed in Canadian dollars)

11. PROPOSED TRANSACTION AND SUBSEQUENT EVENT (Continued)

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2025 and 2024 (Expressed in Canadian dollars)

11. PROPOSED TRANSACTION AND SUBSEQUENT EVENT (Continued)

Concurrent Financing

Furthermore, Black Pine has agreed to be responsible for all costs and charges incurred with respect to the Proposed Transaction.

SCHEDULE C AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF AQR FOR THE YEARS ENDED JUNE 30, 2024 AND 2023

See attached.

155

Anquiro Ventures Ltd.

Consolidated Financial Statements For the years ended June 30, 2024, and 2023

Expressed in Canadian Dollars

==> picture [612 x 120] intentionally omitted <==

Independent Auditor's Report

To the Shareholders of Anquiro Ventures Ltd.

Opinion

We have audited the consolidated financial statements of Anquiro Ventures Ltd. (the “Company”), which comprise the consolidated statements of financial position as at June 30, 2024 and 2023, and the consolidated statements of comprehensive loss, changes in shareholders’ deficit and cash flows for the years then ended, and notes to the consolidated financial statements, including the material accounting policy information (collectively referred to as the “financial statements”).

Basis for Opinion

Material Uncertainty Related to Going Concern

Key Audit 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 report.

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Other Information

Management is responsible for the other information. The other information comprises the information included in 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.

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

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

Auditor's Responsibilities for the Audit of the Financial Statements

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.

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

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DALE MATHESON CARR-HILTON LABONTE LLP

CHARTERED PROFESSIONAL ACCOUNTANTS Vancouver, BC

October 28, 2024

ANQUIRO VENTURES LTD.

Consolidated Statements of Financial Position

(Expressed in Canadian dollars)

		June 30,	June 30,
As at	Note	2024	2023
Assets
Current assets
Cash		$ 930	$ 18,377
Prepaids	6	335	-
Total assets		$ 1,265	$ 18,377
Liabilities and shareholders’ deficit
Current liabilities
Accounts payable and accrued liabilities	4,6	$ 108,650	$ 78,270
Shareholder loan	5,6	5,499	5,499
Advance payable	3,11	95,000	-
		209,149	83,769
Shareholders’ deficit
Share capital	7	255,521	255,521
Subscriptions received	3,11	-	95,000
Share based payment reserve	7	44,316	44,316
Deficit		(507,721)	(460,229)
Total shareholders’ deficit		(207,884)	(65,392)
Total liabilities and shareholders’ deficit		$ 1,265	$ 18,377

Nature and continuance of operations (Note 1)

Proposed transaction and subsequent event (Note 11)

Approved by Directors:

“Joe DeVries” Joe DeVries, Director	“Richard Barnett”
	Richard Barnett, Director

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

ANQUIRO VENTURES LTD.

Consolidated Statements of Comprehensive Loss

Years ended June 30, 2024 and 2023 (Expressed in Canadian dollars)

	Note	2024	2023
Administrative expenses
General and administrative		$ 665	$ 414
Professional fees		38,412	40,558
Project investigation		-	900
Shareholder communications		3,167	2,100
Transfer agent and filing fees		18,876	23,024
Travel and related		521	3,656
		61,641	70,652
Other expenses
Expense recovery		(14,149)	-
Transaction cost	3, 11	-	102,654
Net and comprehensive loss for the year		$ (47,492)	$ (173,306)
Weighted average number of outstanding	shares	4,500,001	4,500,001
Basic and diluted loss per share		$ (0.01)	$ (0.04)

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

ANQUIRO VENTURES LTD.

Consolidated Statement of Changes in Shareholders’ Deficit (Expressed in Canadian dollars)

Note	Share capital Number of shares Amount Subscriptions received Share based payment reserve Deficit Total shareholders’ equity (deficit)
Balance at June 30, 2022 Subscriptions received 3, 11 Net loss for the year	4,500,001 $ 255,521 $ - $ 44,316 $ (286,923) $ 12,914 - - 95,000 - - 95,000 - - - - (173,306) (173,306)
Balance at June 30, 2023	4,500,001 255,521 95,000 44,316 (460,229) (65,392)
Subscription reclassification 3, 11 Net loss for the year	- - (95,000) - - (95,000) - - - - (47,492) (47,492)
Balance at June 30, 2024	4,500,001 $ 255,521 $- $ 44,316 $ (507,721) $ (207,884)

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

ANQUIRO VENTURES LTD.

Consolidated Statements of Cash Flows For the years ended June 30, 2024 and 2023 (Expressed in Canadian dollars)

	2024	2023
Cash provided by (used in):
Operating activities
Net loss in the year	$ (47,492)	$ (173,306)
Items not effecting cash
Transaction cost	-	102,654
Net change in non-cash working capital items:
Prepaids	(335)	-
Accounts payable and accrued liabilities	30,380	26,020
Cash used in operating activities	(17,447)	(44,632)
Investing activities
Cash acquired on acquisition of Anquiro Financial Corp	-	11,718
Cash used in investing activities	-	11,718
Decrease in cash	(17,447)	(32,914)
Cash, beginning	18,377	51,291
Cash, ending	$ 930	$ 18,377

Non-cash transactions:

During the year ended June 30, 2024, the Company reclassified subscriptions received on the acquisition of Anquiro Financial Corp to current liabilities as further described in Note 11.

During the year ended June 30, 2023, the Company acquired Anquiro Financial Corp by way of share transfer (Notes 3).

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

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2024 and 2023 (Expressed in Canadian dollars)

1. NATURE AND CONTINUANCE OF OPERATIONS

The proposed business of the Company, and the completion of a Qualifying Transaction, involves a high degree of risk. There is no assurance that the Company will identify an appropriate business for acquisition or investment, and even if so identified and warranted, it may not be able to finance such an acquisition or investment within the requisite time period. Additional funds will be required to enable the Company to pursue such an initiative, and the Company may be unable to obtain such financing on terms which are satisfactory to it. Furthermore, there is no assurance that the business will be profitable. These factors indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. Should the Company be unable to continue as a going concern, the net realizable value of its assets may be materially less than the amounts on its statements of financial position. Such adjustment could be material.

2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION

(a) Statement of compliance

The financial statements were approved by the board of directors on October 28, 2024.

(b) Material accounting policy information

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2024 and 2023 (Expressed in Canadian dollars)

2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (Continued)

(c) Basis of presentation

These consolidated financial statements have been prepared on a historical cost basis, modified where applicable and are presented in Canadian dollars, which is the Company’s functional currency.

(d) Consolidation

(e) Use of estimates and judgments

(f) Financial instruments

(i) Classification

Cash is classified as FVTPL; accounts payable and shareholder loan are classified as amortized cost.

(ii) Measurement

Financial assets and liabilities at amortized cost:

Financial assets and liabilities at FVTPL:

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2024 and 2023 (Expressed in Canadian dollars)

2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (Continued)

(iii) Derecognition Financial assets:

Financial liabilities:

Gains and losses on derecognition are generally recognized in profit or loss.

(g) Loss per share

(h) Income taxes

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2024 and 2023 (Expressed in Canadian dollars)

2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (Continued)

(i) Share-based payments

(j) Changes in accounting standards

3. ACQUISITION OF ANQUIRO FINANCIAL CORP.

follows:
	-$-
Assets
Cash	11,718
Liabilities
Accounts payable	(8,872)
Accrued liabilities	(10,500)
Subscriptions received	(95,000)
	(114,372)
Net transaction cost	(102,654)

During the year ended June 30, 2023, in connection to the proposed Qualifying Transaction, the subscriptions received of $95,000 were classified as equity.

The fair value of the net assets of $(102,654) was expensed as a transaction cost in the consolidated statement of comprehensive loss during the year ended June 30, 2023.

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2024 and 2023 (Expressed in Canadian dollars)

4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	June 30,	June 30,
	2024	2023
	-$-	-$-
Accounts payable	88,400	54,520
Accrued liabilities	20,250	23,750
	108,650	78,270

5. SHAREHOLDER LOAN

As at June 30, 2024, the balance of the shareholder loan is $5,499 (June 30, 2023 - $5,499); this amount is unsecured, non-interest bearing and has no fixed terms for repayment (Note 6).

6. RELATED PARTY TRANSACTIONS

As at June 30, 2024, there were the following balances in connection to a director and companies controlled by a director of the Company:

recorded to prepaid, $335 (June 30, 2023 - $nil) for filing fees advanced.
recorded to accounts payable, $18,092 (June 30, 2023 - $nil) for business expenses paid by a director and companies controlled by a director of the company.

The sole share outstanding in AFC was held by a director of the Company prior to its transfer to the Company (Note 3).

7. SHARE CAPITAL

Common shares

The Company has authorized an unlimited number of common shares without par value.

As at June 30, 2024 and 2023, there were 4,500,001 issued and fully paid common shares.

There have been no share capital transactions during the years ended June 30, 2024 and 2023.

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2024 and 2023 (Expressed in Canadian dollars)

7. SHARE CAPITAL (Continued)

Stock options

Details of the Company’s stock options outstanding are as follows:	Details of the Company’s stock options outstanding are as follows:
		Weighted average	Weighted
	Options	exercise price	average
	outstanding	-$-	remaining life
Balance, June 30, 2022	450,000	0.10	0.65 years
Expired	(450,000)	(0.10)	-
Balance, June 30, 2023 and 2024	-	-	-

During the year ended June 30, 2023, 450,000 stock options expired unexercised on February 23, 2023.

Share-based payment reserve

During the years ended June 30, 2024 and 2023, the Company did not grant any stock options.

8. FINANCIAL INSTRUMENTS AND RISKS

(a) Fair values

The fair values of cash, accounts payable and shareholder loan approximate their carrying values due to the short-term to maturities of these financial instruments.

(b ) Interest rate

(c) Liquidity risk

(d) Credit risk

(e) Foreign exchange risk

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2024 and 2023 (Expressed in Canadian dollars)

9. CAPITAL MANAGEMENT

10. INCOME TAXES

	Year ended	Year ended	Year ended	Year ended
		June 30,		June 30,
		2024		2023
Net loss before income tax	$	(47,492)	$	(173,306)
Statutory tax rate		27%		27%
Expected income tax recovery at the statutory tax rate		(12,823)		(46,793)
Non-deductible item		-		27,717
Acquisition of AFC		-		(27,717)
Change in valuation allowance		12,823		46,793
Income tax recovery	$	-	$	-

The Company has the following deductible temporary differences for which no deferred tax asset has been recognized:

		June 30,		June 30,
		2024		2023
Non-capital losses	$	532,628	$	485,136
	$	532,628	$	485,136

The non-capital losses of approximately $532,628 will commence expiring in the year 2035

11. PROPOSED TRANSACTION AND SUBSEQUENT EVENT

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2024 and 2023 (Expressed in Canadian dollars)

11. PROPOSED TRANSACTION AND SUBSEQUENT EVENT (Continued)

The purchase of AFC required consent from the Exchange, which the Company had not obtain and thus inadvertently contravened the policies of the Exchange. At the request of the Exchange, the Company has agreed to unwind the acquisition of AFC. To that end, the Company has entered into a share purchase agreement with Richard Barnett whereby the Company will sell and Mr. Barnett will purchase the sole outstanding common share of AFC in consideration for the purchase price paid by the Company for such share, being $1.00 (the “Unwinding Transaction”). Pursuant to the Unwinding Transaction, all liabilities of AFC will remain liabilities of AFC and will not be assumed by the Company. During the year ended June 30, 2024, the Company reclassified $95,000 of subscriptions received from equity to liabilities as this amount will no longer be settled with the Company’s shares.

Subject to satisfaction or waiver of the conditions precedent referred to herein and in the Merger Agreement, the Company and Black Pine anticipate that the Proposed Transaction will be completed no later than December 31, 2024. There is no assurance that the Proposed Transaction will be completed on the terms proposed herein or at all.

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2024 and 2023 (Expressed in Canadian dollars)

11. PROPOSED TRANSACTION AND SUBSEQUENT EVENT (Continued)

Concurrent Financing

Furthermore, Black Pine has agreed to be responsible for all costs and charges incurred with respect to the Proposed Transaction.

SCHEDULE D AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF AQR FOR THE YEARS ENDED JUNE 30, 2023 AND 2022

See attached.

156

Anquiro Ventures Ltd.

Consolidated Financial Statements For the years ended June 30, 2023, and 2022

Expressed in Canadian Dollars

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Independent Auditor's Report

To the Shareholders of Anquiro Ventures Ltd.

Opinion

We have audited the consolidated financial statements of Anquiro Ventures Ltd. (the “Company”), which comprise the consolidated statements of financial position as at June 30, 2023 and 2022, and the consolidated statements of comprehensive loss, changes in shareholders’ equity (deficit) and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).

Basis for Opinion

Material Uncertainty Related to Going Concern

Key Audit 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 report.

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Other Information

Management is responsible for the other information. The other information comprises the information included in 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.

Responsibilities of Management and Those Charged with Governance for the Financial

Statements

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

Auditor's Responsibilities for the Audit of the Financial Statements

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.

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

Yours truly,

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DALE MATHESON CARR-HILTON LABONTE LLP

CHARTERED PROFESSIONAL ACCOUNTANTS Vancouver, BC

October 27, 2023

ANQUIRO VENTURES LTD.

Consolidated Statements of Financial Position

(Expressed in Canadian dollars)

		June 30,	June 30,
	Note	2023	2022
Assets
Current assets
Cash		$18,377	$ 51,291
Total assets		$ 18,377	$ 51,291
Liabilities and shareholders’ equity (deficit)
Current liabilities
Accounts payable and accrued liabilities	4	$ 78,270	$ 32,878
Shareholder loan	5,6	5,499	5,499
		83,769	38,377
Shareholders’ equity (deficit)
Share capital	7	255,521	255,521
Subscriptions received	3,11	95,000	-
Share based payment reserve	7	44,316	44,316
Deficit		(460,229)	(286,923)
Total shareholders’ equity (deficit)		(65,392)	12,914
Total liabilities and shareholders’ equity (deficit)		$ 18,377	$ 51,291

Nature and continuance of operations (Note 1)

Proposed transaction (Note 11)

Approved by Directors:

“Joe DeVries” “Richard Barnett” Joe DeVries, Director Richard Barnett, Director

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

ANQUIRO VENTURES LTD.

Consolidated Statements of Comprehensive Loss Years ended June 30, 2023 and 2022 (Expressed in Canadian dollars)

Note	2023 2022
Administrative expenses General and administrative Professional fees Project investigation Shareholder communications Transfer agent and filing fees Travelandrelated	$ 414 $ 364 40,558 35,797 900 - 2,100 - 23,024 14,937 3,656 294
Other expense Transaction cost 3	70,652 51,392 102,654 -
Net and comprehensive loss for the year	$ (173,306) $ (51,392)
Weighted average number of outstanding shares	4,500,001 4,500,001
Basic and diluted loss per share	$ (0.04) $ (0.01)

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

ANQUIRO VENTURES LTD.

Consolidated Statement of Changes in Shareholders’ Equity (Deficit) (Expressed in Canadian dollars)

Note	Share capital Number of shares Amount Subscriptions received Share based payment reserve Deficit Total shareholders’ equity (deficit)
Balance at June 30, 2021 Netlossforthe year	4,500,001 $ 255,521 $ - $ 44,316 $ (235,531) $ 64,306 - - - - (51,392) (51,392)
Balance at June 30, 2022 Subscriptions received 3,11 Netlossforthe year	4,500,001 255,521 - 44,316 (286,923) 12,914 - - 95,000 - - 95,000 - - - - (173,306) (173,306)
Balance at June 30, 2023	4,500,001 $ 255,521 $95,000 $ 44,316 $ (460,229) $(65,392)

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

ANQUIRO VENTURES LTD.

Consolidated Statements of Cash Flows

Years ended June 30, 2023 and 2022 (Expressed in Canadian dollars)

	2023 2022
Cash provided by (used in): Operating activities Net loss in the year Item not effecting cash Transaction cost Net change in non-cash working capital items: Accounts payable and accruedliabilities	$ (173,306) $ (51,392) 102,654 - 26,020 13,958
Cash used in operatingactivities	(44,632) (37,434)
Investing activities Cash obtained on acquisition of Anquiro Financial Corp.	11,718 -
Decrease in cash Cash,beginning	(32,914) (37,434) 51,291 88,725
Cash, ending	$ 18,377 $51,291

Non-cash transactions:

During the year ended June 30, 2023, the Company acquired Anquiro Financial Corp by way of share transfer (Notes 3).

During the year ended June 30, 2022, there were no non-cash transactions, other than described in Note 3.

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

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2023 and 2022 (Expressed in Canadian dollars)

1. NATURE AND CONTINUANCE OF OPERATIONS

The principal business of the Company will be the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction (“QT”). The Company has not commenced operations and has no assets other than cash. The Company’s continuing operations as intended are dependent upon its ability to identify evaluate and negotiate an acquisition, or a business, or an interest therein. Such an acquisition would be subject to regulatory and shareholder approval as required.

The proposed business of the Company, and the completion of a Qualifying Transaction, involves a high degree of risk. There is no assurance that the Company will identify an appropriate business for acquisition or investment, and even if so identified and warranted, it may not be able to finance such an acquisition or investment within the requisite time period. Additional funds will be required to enable the Company to pursue such an initiative, and the Company may be unable to obtain such financing on terms which are satisfactory to it. Furthermore, there is no assurance that the business will be profitable. These factors indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. Should the Company be unable to continue as a going concern, the net realizable value of its assets may be materially less than the amounts on its statements of financial position. Such adjustment could be material.

2. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION

(a) Statement of compliance

The financial statements were approved by the board of directors on October 27, 2023.

(b) Basis of presentation

These consolidated financial statements have been prepared on a historical cost basis, modified where applicable and are presented in Canadian dollars, which is the Company’s functional currency.

(c) Consolidation

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2023 and 2022 (Expressed in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION (Continued)

(d) Use of estimates and judgments

(e) Financial instruments

(i) Classification

Cash is classified as FVTPL; accounts payable and shareholder loan are classified as amortized cost.

(ii) Measurement

Financial assets and liabilities at amortized cost:

Financial assets and liabilities at FVTPL:

Debt investments at FVTOCI:

Equity investments at FVTOCI:

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2023 and 2022 (Expressed in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION (Continued)

(iii) Impairment of financial assets at amortized cost

(iv) Derecognition

Financial assets:

Financial liabilities:

Gains and losses on derecognition are generally recognized in profit or loss.

(f) Loss per share

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2023 and 2022 (Expressed in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION (Continued)

(g) Income taxes

(h) Share-based payments

(i) Changes in accounting standards

Certain 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 material impact on the Company’s consolidated financial statements other than consolidated note disclosures. The Company has not early adopted these revised standards.

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2023 and 2022 (Expressed in Canadian dollars)

3. ACQUISITION OF ANQUIRO FINANCIAL CORP.

During the year ended June 30, 2023, pursuant to the proposed Qualifying Transaction, as further described in Note 11, the Company acquired AFC on June 8, 2023, a Canadian company incorporated under the British Columbia Business Corporations Act, by way of share transfer. AFC transferred its one issued and outstanding common share to the Company, which constitutes the acquisition of 100% of AFC. AFC was formed as a special purpose vehicle in connection to the facilitation of the Company’s Qualifying Transaction and was controlled by a director of the Company.

	-$-
Assets
Cash	11,718
Liabilities
Accounts payable	(8,872)
Accrued liabilities	(10,500)
Subscriptions received	(95,000)
	(114,372)
Net transactioncost	(102,654)

The subscriptions received of $95,000 will be settled by the issuance of common shares upon the completion of a Qualifying Transaction and accordingly will be classified as equity.

The fair value of the net assets of $(102,654) was expensed as a transaction cost in the consolidated statement of comprehensive loss during the year ended June 30, 2023.

4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	June 30,	June 30,
	2023	2022
	-$-	-$-
Accounts payable	54,520	25,878
Accruedliabilities	23,750	7,000
	78,270	32,878

5. SHAREHOLDER LOAN

As at June 30, 2023, the balance of the shareholder loan is $5,499 (June 30, 2022 - $5,499); this amount is unsecured, non-interest bearing and has no fixed terms for repayment (Note 6).

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2023 and 2022 (Expressed in Canadian dollars)

6. RELATED PARTY TRANSACTIONS

As at June 30, 2023, the balance of $5,499 (June 30, 2022 - $5,499) is due to a director of the Company and is included as a shareholder loan (Note 5).

The sole share outstanding in AFC was held by a director of the Company prior to its transfer to the Company (Note 3).

7. SHARE CAPITAL

Common shares

The Company has authorized an unlimited number of common shares without par value.

As at June 30, 2023 and June 30, 2022, there were 4,500,001 issued and fully paid common shares.

There have been no share capital transactions during the years ended June 30, 2022 and 2023.

Loss per share

Stock options

Details of the Company’s stock options outstanding are as follows:

		Options outstanding	Options outstanding	Options outstanding
	Options outstanding	Weighted average exercise price -$-		Weighted average remaining life
Balance, June 30,2021	450,000		0.10	1.65 years
Balance, June 30, 2022	450,000		0.10	0.65 years
Expired	(450,000)		(0.10)	-
Balance, June 30,2023	-		-	-

During the year ended June 30, 2023, 450,000 stock options expired unexercised on February 23, 2023.

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2023 and 2022 (Expressed in Canadian dollars)

7. SHARE CAPITAL (Continued)

Share-based payment reserve

During the year ended June 30, 2023 and 2022, the Company did not have any share-based payment reserve transactions.

8. FINANCIAL INSTRUMENTS AND RISKS

(a) Fair values The fair values of cash, accounts payable and shareholder loan approximate their carrying values due to the short-term to maturities of these financial instruments.

(d) Credit risk

9. CAPITAL MANAGEMENT

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2023 and 2022 (Expressed in Canadian dollars)

10. INCOME TAXES

		June 30,		June 30,
		2023		2022
Net loss before income tax	$	(173,306)	$	(51,392)
Statutory tax rate		27%		27%
Expected income tax recovery at the statutory tax rate		(46,793)		(13,876)
Non-deductible item		27,717		-
Acquisition of AFC		(27,717)		-
Changein valuationallowance		46,793		13,876
Incometax recovery	$	-	$	-

The Company has the following deductible temporary differences for which no deferred tax asset has been recognized:

		June 30,		June 30,
		2023		2022
Non-capital losses	$	485,136	$	311,829
	$	485,136	$	311,829

The non-capital losses of approximately $485,000 will commence expiring in the year 2035.

11. PROPOSED TRANSACTION

ANQUIRO VENTURES LTD. Notes to the Consolidated Financial Statements For the years ended June 30, 2023 and 2022 (Expressed in Canadian dollars)

11. PROPOSED QUALIFYING TRANSACTION (continued)

The Proposed Qualifying Transaction

Concurrent Financing

SCHEDULE E UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF AQR FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2025

See attached.

157

Anquiro Ventures Ltd.

Consolidated Condensed Interim Financial Statements For the periods ended December 31, 2025, and 2024

Expressed in Canadian Dollars

ANQUIRO VENTURES LTD.

Consolidated Statements of Financial Position

(Expressed in Canadian dollars)

		December 31,	June 30,
As at	Note	2025	2025
Assets
Current assets
Cash		$ 108	$ 66
Total assets		$ 108	$ 66
Liabilities and shareholders’ deficit
Current liabilities
Accounts payable and accrued liabilities	4,6	$ 112,853	$ 116,515
Shareholder loan	5,6	5,499	5,499
		118,352	122,014
Shareholders’ deficit
Share capital	7	255,521	255,521
Share based payment reserve	7	44,316	44,316
Deficit		(418,081)	(421,785)
Total shareholders’ deficit		(118,244)	(121,948)
Total liabilities and shareholders’ deficit		$ 108	$ 66

Nature and continuance of operations (Note 1)

Proposed transaction and subsequent event (Note 10)

Approved by Directors:

“Joe DeVries” “Richard Barnett”

Joe DeVries, Director

Richard Barnett, Director

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

ANQUIRO VENTURES LTD.

Consolidated Statements of Comprehensive Loss For the periods ended December 31, 2025 and 2024 (Expressed in Canadian dollars)

		Six months ended	Six months ended	Three months ended	Three months ended	Three months ended
		December 31,		December 31,
	Note	2025	2024	2025		2024
Administrative expenses
General and administrative		$ 96	$ 50	$ 54	$	110
Professional fees		19,837	16,289	13,896		7,881
Shareholder communications		49	1,384	49		586
Transfer agent and filing fees		2,793	23,892	1,427		22,400
		22,775	41,615	15,426		30,977
Other items
Gain on unwinding subsidiary	3	-	(107,390)	-	(107,390)
Expense recovery	10	(26,479)	(36,822)	(26,479)	(18,914)
Net comprehensive income for the period		$ 3,704	$ 102,597	$ 11,053	$	95,327
Weighted average number of outstanding	shares	4,500,001	4,500,001	4,500,001	4,500,001
Basic and diluted gainper share		$0.01	$ 0.02	$0.01	$	0.01

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

ANQUIRO VENTURES LTD.

Consolidated Statement of Changes in Shareholders’ Deficit (Expressed in Canadian dollars)

Note	Share capital Number of shares Amount Share based payment reserve Deficit Total shareholders’ equity (deficit)
Balance at June 30, 2024 Net income for the period	4,500,001 $ 255,521 $ 44,316 $ (507,721) $ (207,884) - - - 102,597 102,597
Balance at December 31, 2024	4,500,001 $ 255,521 $ 44,316 $ (405,124) $ (105,287)
Balance at June 30, 2025 Net income for the period	4,500,001 $ 255,521 $ 44,316 $ (421,785) $ (121,948) - - - 3,704 3,704
Balance at December 31, 2025	4,500,001 $ 255,521 $ 44,316 $(418,081) $(118,244)

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

ANQUIRO VENTURES LTD.

Consolidated Statements of Cash Flows For the periods ended December 31, 2025 and 2024 (Expressed in Canadian dollars)

		2025	2024
Cash provided by (used in):
Operating activities
Net income (loss) in the period	$	3,704	$ 102,597
Net change in non-cash working capital items:
Prepaids		-	335
Subscription liabilities		-	(95,000)
Accounts payable and accruedliabilities		(3,662)	(8,696)
Cashusedinoperating activities		(42)	(764)

Increase (decrease) in cash		42	(764)
Cash, beginning		66	930
Cash, ending	$	108	$ 166

Non-cash transactions:

During the periods ended December 31, 2025, and 2024, there were no non-cash transactions.

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

ANQUIRO VENTURES LTD. Notes to the Condensed Consolidated Interim Financial Statements For the periods ended December 31, 2025 and 2024 (Expressed in Canadian dollars)

1. NATURE AND CONTINUANCE OF OPERATIONS

The proposed business of the Company, and the completion of a Qualifying Transaction, involves a high degree of risk. There is no assurance that the Company will identify an appropriate business for acquisition or investment, and even if so identified and warranted, it may not be able to finance such an acquisition or investment within the requisite time period. Additional funds will be required to enable the Company to pursue such an initiative, and the Company may be unable to obtain such financing on terms which are satisfactory to it. Furthermore, there is no assurance that the business will be profitable. These factors indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. Should the Company be unable to continue as a going concern, the net realizable value of its assets may be materially less than the amounts on its statements of financial position. Such adjustment could be material.

2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION

(a) Statement of compliance

The financial statements were approved by the board of directors on February 25, 2026.

ANQUIRO VENTURES LTD. Notes to the Condensed Consolidated Interim Financial Statements For the periods ended December 31, 2025 and 2024 (Expressed in Canadian dollars)

2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (Continued)

(b) Basis of presentation

These consolidated financial statements have been prepared on a historical cost basis, modified where applicable and are presented in Canadian dollars, which is the Company’s functional currency.

(c) Consolidation change

(d) Use of estimates and judgments

(e) Financial instruments

(i) Classification

Cash is classified as FVTPL; accounts payable and shareholder loan are classified as amortized cost.

(ii) Measurement

Financial assets and liabilities at amortized cost:

Financial assets and liabilities at FVTPL:

ANQUIRO VENTURES LTD. Notes to the Condensed Consolidated Interim Financial Statements For the periods ended December 31, 2025 and 2024 (Expressed in Canadian dollars)

2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (Continued)

(iii) Derecognition

Financial assets:

Financial liabilities:

Gains and losses on derecognition are generally recognized in profit or loss.

(f) Earnings ( loss) per share

(g) Income taxes

ANQUIRO VENTURES LTD. Notes to the Condensed Consolidated Interim Financial Statements For the periods ended December 31, 2025 and 2024 (Expressed in Canadian dollars)

2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (Continued)

(h) Share-based payments

(i) Changes in accounting standards

3. ACQUISITION AND DISPOSITION OF ANQUIRO FINANCIAL CORP.

follows:
	-$-
Assets
Cash	11,718
Liabilities
Accounts payable	(8,872)
Accrued liabilities	(10,500)
Subscriptions received	(95,000)
	(114,372)
Net transaction cost	(102,654)

Notes to the Condensed Consolidated Interim Financial Statements For the periods ended December 31, 2025 and 2024 (Expressed in Canadian dollars)

ANQUIRO VENTURES LTD.

4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	December 31,	June 30,
	2025	2025
	-$-	-$-
Accounts payable	100,103	96,265
Accrued liabilities	12,750	20,250
	112,853	116,515

5. SHAREHOLDER LOAN

As at December 31, 2025, the balance of the shareholder loan is $5,499 (June 30, 2025 - $5,499); this amount is unsecured, non-interest bearing and has no fixed terms for repayment (Note 6).

6. RELATED PARTY TRANSACTIONS

As at December 31, 2025, the following balances were outstanding to a director and companies controlled by a director of the Company:

recorded to accounts payable, $16,897 (June 30, 2025 - $14,150) for business expenses paid by a director and companies controlled by a director of the company.

7. SHARE CAPITAL

Common shares

The Company has authorized an unlimited number of common shares without par value.

As at December 31, 2025 and 2024, there were 4,500,001 issued and fully paid common shares.

There have been no share capital transactions during the periods ended December 31, 2025 and June 30, 2025.

ANQUIRO VENTURES LTD. Notes to the Condensed Consolidated Interim Financial Statements For the periods ended December 31, 2025 and 2024 (Expressed in Canadian dollars)

7. SHARE CAPITAL (Continued)

Stock options

There are no options outstanding in fiscal 2026 or 2025.

Share-based payment reserve

8. FINANCIAL INSTRUMENTS AND RISKS

(a) Fair values The fair values of cash, accounts payable and shareholder loan approximate their carrying values due to the short-term to maturities of these financial instruments.

(b ) Interest rate

(c) Liquidity risk

(d) Credit risk

(e) Foreign exchange risk

ANQUIRO VENTURES LTD. Notes to the Condensed Consolidated Interim Financial Statements For the periods ended December 31, 2025 and 2024 (Expressed in Canadian dollars)

9. CAPITAL MANAGEMENT

10. PROPOSED TRANSACTIONS

ANQUIRO VENTURES LTD. Notes to the Condensed Consolidated Interim Financial Statements For the periods ended December 31, 2025 and 2024 (Expressed in Canadian dollars)

10. PROPOSED TRANSACTIONS (Continued)

The Proposed Transaction is a Non-Arm’s Length Qualifying Transaction as the same parties and their Associates or Affiliates are Control Persons (as such aforementioned capitalized terms are defined in the policies of the Exchange) in both the Company and Black Pine. Furthermore, the Proposed Transaction may be considered a related party transaction (as such term is defined in Multilateral Instrument 61-101) because as three directors or officers of the Company are also directors or officers of Black Pine and the aggregated holdings of the issued and outstanding common shares of the Company and of Black Pine by Principals (as such term is defined in the policies of the Exchange) of the Company exceed 20%.

Concurrent Financing

Furthermore, Black Pine has agreed to be responsible for all costs and charges incurred with respect to the Proposed Transaction.

SCHEDULE F AUDITED FINANCIAL STATEMENTS OF BLACK PINE FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

See attached

158

BLACK PINE RESOURCES CORP.

FINANCIAL STATEMENTS

DECEMBER 31, 2025

(Expressed in Canadian Dollars)

INDEPENDENT AUDITOR’S REPORT

To the Directors of Black Pine Resources Corp.

Opinion

We have audited the accompanying financial statements of Black Pine Resources Corp. (the “Company”), which comprise the statements of financial position as at December 31, 2025 and 2024, and the statements of loss and comprehensive loss, changes in shareholders’ equity (deficiency) and cash flows for the years then ended, and notes to the financial statements, including material accounting policy estimates.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2025 and 2024, 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 (IFRS Accounting Standards).

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 your attention to Note 2 on the financial statements, which indicates 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.

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.

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.

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.

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Chartered Professional Accountants

February 27, 2026

Vancouver, Canada

BLACK PINE RESOURCES CORP. STATEMENTS OF FINANCIAL POSITION (EXPRESSED IN CANADIAN DOLLARS)

As at

		December 31,	December 31,	December 31,	December 31,
	Note		2025		2024
ASSETS
Current assets
Cash		$	33,372	$	9,067
Deferred transaction costs	10		136,171		82,874
Prepaid	6		10,111		9,248
			179,654		101,189
Non-current assets
Bond	5		99,134		-
Exploration and Evaluation assets	5		325,479		304,041
			424,613		304,041
TOTAL ASSETS		$	604,267	$	405,230
LIABILITIES
Accounts payable and accrued liabilities	4, 6	$	365,013	$	147,726
Subscriptions received	7,10		155,000		-
			520,013		147,726
SHAREHOLDERS’ EQUITY (DEFICIENCY)
Share capital	7		1,377,056		1,377,056
Reserves	7		108,192		108,192
Deficit			(1,400,994)		(1,227,744)
TOTAL SHAREHOLDERS’ EQUITY (DEFICIENCY)			84,254		257,504
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
(DEFICIENCY)		$	604,267	$	405,230
Nature of operations (Note 1)
Continuance of operations (Note 2)
Proposed Transaction (Note 10)
Subsequent events (Note 10)

On behalf of the Board:

“Drew Martel” Director “Joe DeVries” Director

The accompanying notes are an integral part of these financial statements

BLACK PINE RESOURCES CORP.

STATEMENTS OF LOSS AND COMPREHENSIVE LOSS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (EXPRESSED IN CANADIAN DOLLARS)

		December 31,	December 31,
	Note	2025	2024
EXPENSES
Consulting		$ -	$ 10,500
Foreign exchange (gain) loss		895	782
General and administration	6	68,976	83,364
Management fees	6	47,250	94,500
Professional fees	6	46,500	178,783
Shareholder communications		255	2,196
Travel		9,374	20,249
LOSS AND COMPREHENSIVE LOSS		$ (173,250)	$ (390,374)
Basic and diluted earnings (loss) per share		$ (0.01)	$ (0.02)
Weighted average number of common
shares outstanding		15,931,728	15,931,728

The accompanying notes are an integral part of these financial statements

BLACK PINE RESOURCES CORP.

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIENCY) (EXPRESSED IN CANADIAN DOLLARS)

	Share capital Number of shares Amount -$- Reserves -$- Deficit -$- Total -$-
Balance at December 31, 2023 Loss for the year	15,931,728 1,377,056 108,192 (837,370) 647,878 - - - (390,374) (390,374)
Balance at December 31, 2024 Loss for the year	15,931,728 1,377,056 108,192 (1,227,744) 257,504 - - - (173,250) (173,250)
Balance at December 31, 2025	15,931,728 1,377,056 108,192 (1,400,994) (84,254)

The accompanying notes are an integral part of these financial statements

BLACK PINE RESOURCES CORP. STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025, and 2024 (EXPRESSED IN CANADIAN DOLLARS)

		December 31,	December 31,
	Note	2025	2024
OPERATING ACTIVITIES
Loss for the year		$ (173,250)	$ (390,374)
Adjustment for:
Stock-based compensation	7	-	-
Net change in non-cash working capital accounts:
Increase (decrease) in deferred transaction costs		(53,297)	(82,874)
Increase (decrease) in prepaid		(863)	19,601
Increase(decrease)in accountspayable		217,287	118,648
Net cash used in operating activities		$ (10,123)	$ (334,999)
INVESTING ACTIVITIES
Bond		(99,134)	-
Exploration and evaluation asset expenditures		(21,438)	(50,086)
Net cash used in investing activities		$ (120,572)	$ (50,086)
FINANCING ACTIVITIES
Increase (decrease) in subscriptions receivable		155,000	-
Net cash provided by financing activities		$ 155,000	$-
Decrease in cash during the year		24,305	(385,085)
Cash, beginning of the year		9,067	394,152
Cash, end of year		$ 33,372	$ 9,067

Supplementary cash flow information

During the years ended December 31, 2025, and 2024, there were no non-cash transactions.

During the year ended December 31, 2025, the Company paid $nil (2024 - $nil) in interest and taxes.

The accompanying notes are an integral part of these financial statements

BLACK PINE RESOURCES CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

1. NATURE OF OPERATIONS

Black Pine Resources Corp. (the “Company”) was incorporated on October 20, 2017 under the laws of British Columbia. The registered and records office is located at 595 Howe St., Vancouver, British Columbia V6C 2T5.

As at December 31, 2025, the Company has an accumulated deficit of $1,400,994 (2024 - $1,227,744).

2. CONTINUANCE OF OPERATIONS

These financial statements have been prepared with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation.

As at December 31, 2025, the Company had working capital deficit of $340,359 (2024 - $46,537). The Company's ability to continue its operations and to realize its assets at their carrying values is dependent upon the continued support of its shareholders, obtaining additional financing and ultimately upon discovery of proven reserves and generating profitable operations. The Company will require additional financing in order to meet its current financial obligations and to continue its operations. These matters result in material uncertainties which may cast significant doubt upon the Company’s ability to continue as a going concern.

These consolidated 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 consolidated financial statements. These adjustments could be material.

3. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION

Statement of compliance and basis of presentation

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

These financial statements have been prepared on an accrual basis except for cash flow information and are presented in Canadian dollars, which is the Company’s functional currency.

These financial statements were authorized for issuance on February 27, 2026 by the directors of the Company.

Significant accounting judgments, estimates and assumptions

The preparation of financial statements in compliance with IFRS Accounting Standards requires the Company’s management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the dated of the financial statements and reported amounts of revenues and 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.

BLACK PINE RESOURCES CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

3. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (continued)

Areas requiring a significant degree of estimation and judgment relate to the determination of the recoverability of the carrying value of exploration and evaluation assets and valuation of share-based payments, described in the following paragraph. Actual results may differ from those estimates and judgments.

Valuation of Exploration and Evaluation assets - The carrying amount of Company’s exploration and evaluation assets does not necessarily represent present or future values, and the Company’s exploration and evaluation assets have been accounted for under the assumption that the carrying amount will be recoverable. Recoverability is dependent on various factors, including the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to commence and complete development and upon future profitable production or proceeds from the disposition of the mineral properties themselves. Additionally, there are numerous geological, economic, environmental and regulatory factors and uncertainties that could impact management’s assessment as to the overall viability of its properties or to the ability to generate future cash flows necessary to cover or exceed the carrying value of the Company’s exploration and evaluation assets.

Share-based compensation - The Company grants stock options to directors, officers and consultants. All share-based awards are measured and recognized using a fair value-based method. The fair value of options and other share-based awards to employees or consultants, issued or altered in the period, are determined using the Black-Scholes option pricing model.

Transactions in Foreign Currencies

Transactions in currencies other than the functional currency are recorded at the rates of exchange prevailing at the transaction dates. At each reporting date, monetary items denominated in foreign currencies are translated into the entity’s functional currency at the then prevailing rates and non-monetary items measured at historical cost are translated into the entity’s functional currency at rates in effect at the date the transaction took place.

Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition during the period or in previous financial statements are included in the consolidated statements of loss and comprehensive loss for the period in which they arise.

Earnings per share

The Company computes the dilutive effect of options, warrants and similar instruments. Under this method the dilutive effect on loss per common share is recognized on 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. Anti-dilutive securities are excluded from the calculation. As at the years ended December 31, 2025 and 2024, there was no difference between basic and diluted earnings per share.

Basic earnings (loss) per common share is calculated using the weighted average number of shares outstanding during the period.

Financial instruments

Financial assets

The Company classifies its financial assets in the following categories: at fair value through profit or loss (“FVTPL”), at fair value through other comprehensive income (“FVTOCI”) or at amortized cost. The determination of the classification of financial assets is made at initial recognition. Equity instruments that are held for trading (including all equity derivative instruments) are classified as FVTPL; for other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrumentby-instrument basis) to designate them as at FVTOCI.

BLACK PINE RESOURCES CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

3. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (continued)

The Company’s accounting policy for each of the categories is as follows:

Financial assets at FVTPL: Financial assets carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statement of profit or loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets held at FVTPL are included in the statement of profit or loss in the period.

Financial assets at FVTOCI: Investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive income (loss) in which they arise.

Financial assets at amortized cost: A financial asset is measured at amortized cost if the objective of the business model is to hold the financial asset for the collection of contractual cash flows, and the asset's contractual cash flows are comprised solely of payments of principal and interest. They are classified as current assets or non-current assets based on their maturity date and are initially recognized at fair value and subsequently carried at amortized cost less any impairment. The Company has classified its cash as amortized cost.

Impairment of financial assets at amortized cost: 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.

Financial liabilities and equity: Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement. An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all its liabilities. Equity instruments issued are recorded at the proceeds received, net of direct issue costs.

The Company classifies its financial liabilities into one of two categories as follows:

Fair value through profit or loss (FVTPL) – This category comprises derivatives and financial liabilities incurred principally for the purpose of selling or repurchasing in the near term. They are carried at fair value with changes in fair value recognized in profit or loss.

Amortized cost – This category consists of liabilities carried at amortized cost using the effective interest method. Accounts payable and accrued liabilities are included in this category. The Company derecognizes a financial liability when its contractual obligations are discharged, cancelled, or expire. Accounts payable and accrued liabilities are classified as amortized cost.

Income taxes

Current income tax:

Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date, in the countries where the Company operates and generates taxable income.

Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity and not in profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

BLACK PINE RESOURCES CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

3. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (continued)

Deferred income tax:

Deferred income tax is provided based on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.

Share capital

Common shares are classified as share capital. 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 are 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.

Share-based compensation

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

Exploration and evaluation assets

Upon acquiring the legal right to explore, all costs related to the acquisition, exploration and development of exploration and evaluation assets are capitalized by property. If economically recoverable ore reserves are developed, capitalized costs of the related property are reclassified as mining assets and amortized using the unit of production method. When a property is abandoned, all related costs are written off to operations. If, after management review, it is determined that the carrying amount of an exploration and evaluation asset is impaired, that property is written down to its estimated net realizable value. An exploration and evaluation asset is reviewed for indicators of impairment at each reporting date or whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.

The amounts shown for exploration and evaluation assets do not necessarily represent present or future values. Their recoverability is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development, and future profitable production or proceeds from the disposition thereof.

Recoveries on mineral properties are recorded against the related property cost as amounts are received, with any net excess recorded to profit or loss.

BLACK PINE RESOURCES CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

3. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (continued)

Provision for environmental rehabilitation

The Company recognizes liabilities for statutory, contractual, constructive or legal obligations associated with the retirement of its exploration and evaluation assets, 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 plant and other site preparation work is capitalized to the related assets along with a corresponding increase in the decommission liability 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 depreciated on the same basis as related assets.

The Company’s estimates of decommissioning 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 the related asset with a corresponding entry to the rehabilitation provision. The Company’s estimates are reviewed at the end of each reporting period 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 decommissioning costs, are charged to profit or loss.

Estimated future removal and site restoration costs will be provided for on the unit-of-production method. Costs will be based on estimates in accordance with current legislation and industry practices. Actual removal and site restoration expenditures will be charged to the accumulated provision account as incurred.

The Company is not aware of any existing material obligations associated with the retirement of its exploration and evaluation assets as at December 31, 2025 and 2024.

New accounting standards, interpretations and amendments that are effective for the current year

In the current year, the Company has applied the below amendments to IFRS Standards and Interpretations issued by the IASB that were effective for annual periods that begin on or after January 1, 2025. Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements.

Recent Accounting Pronouncements

On April 9, 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements. IFRS 18 will apply for reporting periods beginning on or after January 1, 2027 and also applies to comparative information. IFRS 18 will replace IAS 1; many of the other existing principles in IAS 1 are retained, with limited changes. IFRS 18 will not impact the recognition or measurement of items in the financial statements, but it may change what an entity reports as its operating profit or loss’. Key new concepts introduced in IFRS 18 relate to: (i) the structure of the statement of profit or loss; (ii) 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 (iii) enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general. The Company is currently assessing the effects of IFRS 18 on the financial statements.

In May 2024, the IASB issued amendments to IFRS 9, Financial Instruments, and IFRS 7, Financial Instruments: Disclosures to address the classification and measurement of financial instruments, with an emphasis to clarify the date of recognition and derecognition of financial asset and liabilities, effective January 1, 2026, with early adoption permitted. Management is reviewing the impact of these amendments, but they are not expected to have a material impact on the financial statements.

BLACK PINE RESOURCES CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	December 31,	December 31,
	2025	2024
Accounts payable	$ 330,013	$ 120,226
Accrued liabilities	35,000	27,500
	$ 365,013	$147,726

5. EXPLORATION AND EVALUATION ASSET

On April 15, 2022, the Company entered into a property option agreement to acquire a 100% interest in the Sugarloaf Copper Project located in New Mexico, USA. The Sugarloaf Project consists of 77 unpatented claims. The terms of the option agreement are described below:

(i) Reimbursement for documented expenditures, not to exceed US$100,000 (paid), including the preparation of a NI 43-101 technical report;
(ii) Expending:
a) US$300,000 in exploration funds by no later than the first anniversary date of the closing of a public listing event, and;
b) US$500,000 in exploration funds by no later than the second anniversary date of the closing of a public listing event, and;
c) A cumulative aggregate of US$1,500,000 in exploration funds by no later than the third anniversary date of the closing of a public listing event, and;
d) A cumulative aggregate of US$3,000,000 in exploration funds by no later than the fourth anniversary date of the closing of a public listing event.

This property is subject to a 2.0% Net Smelter Return, and a cash payment of US$1,000,000 payable to the vendor upon the project attaining commercial production.

As at December 31, 2025, the Company incurred a total of $325,479 (2024 - $304,041) in expenditures on property option agreement as detailed below:

		Total
		-$-
Balance December 31, 2023	$	253,955
Claims fees and claims renewals		21,012
Permit		74
Geological and Geophysical consulting		20,685
Field travel and related		8,300
Field supplies		15
Balance December 31, 2024	$	304,041
Claims fees and claims renewals		21,438
Balance December 31, 2025	$	325,479

During the year ended December 31, 2025, the Company had a balance in bonds with the state of New Mexico, USA, $99,134 (2024 - $nil)

BLACK PINE RESOURCES CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

6. RELATED PARTY

As of December 31, 2025, the balances due to related parties is $47,604 (2024 - $nil) due to a company owned by the CEO for management fees and nominal expenses, $118,366 (2024 - $22,000) due to a company owned by a director for office administration and professional fees and $31,500 (2024 - $nil) due to a company owned by a director for corporate administrative services. The balance advanced to a company controlled by a director of the Company for exploration and evaluation expenditures is $5,111 (2024 - $4,248).

During the year ended December 31, 2025, the Company recorded transactions with related parties for management fees in the amount of $47,250 (2024 - $94,500) to a company controlled by the CEO, office facilities and professional fees of $64,200 (2024 - $79,466) to a company controlled by a director, geological consulting services of $nil (2024 - $9,247) to a company controlled by a director, and corporate administration fees of $31,500 (2024 - $40,852) to a company controlled by a director recorded as compensation costs for key management personnel and companies related to them.

7. SHARE CAPITAL AND RESERVES

Authorized – Unlimited common shares without par value, special rights or restrictions attached.

Issued share capital

As at December 31, 2025, the issued share capital comprised of 15,931,728 common shares.

During the year ended December 31, 2025, in connection to a proposed financing, the Company collected share subscriptions of $155,000 (2024 - $nil) recorded as subscriptions received in current liabilities.

During the year ended December 31, 2024 the Company had no share capital transactions.

Stock options

The Board has approved a Stock Option Plan, designed for selected employees, officers, directors, consultants and contractors, to incentivize such individuals to contribute toward the Company’s long-term goals, and to encourage such individuals to acquire shares as long-term investments. The Stock Option Plan is administered by the Board and authorizes the issuance of stock options not to exceed a total of 10% of the number of shares issued and outstanding from time to time. The terms of any award are determined by the Board, provided that no options may be granted at less than the fair market value of shares as of the date of the grant. The maximum term of the options is ten years.

During the years ended December 31, 2025, and 2024, the Company did not have any stock option transactions.

BLACK PINE RESOURCES CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

7. SHARE CAPITAL AND RESERVES (continued)

The following table summarizes information about the stock options during the year ended December 31, 2025, and 2024 :

2025, and 2024:
	Exercise Price	Outstanding and
Expiry Date		Exercisable
March 31, 2027	$ 0.10	625,000
February 17, 2028	$ 0.10	800,000
March 7,2029	$ 0.20	88,054
		1,513,054

As at December 31, 2025, the options had a weighted average life of 1.83 years (December 31, 2024 – 2.83 years).

8. FINANCIAL RISK MANAGEMENT

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s maximum exposure to credit risk is on its cash held in bank accounts. This risk is managed by using a major bank that is a high credit quality financial institution as determined by rating agencies.

Liquidity risk

Interest rate risk

The Company is not currently exposed to significant interest rate risk

Currency risk

Price risk

The Company is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices of gold, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.

BLACK PINE RESOURCES CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

8. FINANCIAL RISK MANAGEMENT (continued)

Capital Management

Classification of financial instruments

Fair value

Financial instruments are classified into one of the following categories: FVTPL, amortized cost and FVTOCI.

Set out below are the Company’s financial assets and liabilities by category:

December 31, 2025
	FVTPL	FVTOC	Amortized Cost
	$	$	$
FINANCIAL ASSETS
Assets
Cash	-	-	33,372
FINANCIAL LIABILITIES
Liabilities
Accounts payable and accrued liabilities	-	-	365,013

December 31, 2024
	FVTPL	FVTOC	Amortized Cost
	$	$	$
FINANCIAL ASSETS
Assets
Cash	-	-	9,067
FINANCIAL LIABILITIES
Liabilities
Accounts payable and accrued liabilities	-	-	147,726

BLACK PINE RESOURCES CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

9. INCOME TAXES

The reconciliation of income taxes at statutory rates with the reported taxes is as follows:

	2025	2024
(Income) Loss for the year before income taxes	$ 173,250	$ 390,374
Expected income tax (recovery)	$ (47,000)	$ (105,000)
Change in statutory rate and other		(1,000)
Change in unrecognized deductible temporary differences	47,000	106,000
Total income tax recovery	$-	$-

The nature of the tax effects of the temporary differences and tax loss carry forwards giving rise to the deferred tax assets are as summarized below:

	2025	2024
Deferred income tax assets:
Share issue costs	-	1,000
Non-capital loss available for future periods	369,000	304,000
	369,000	305,000
Unrecognized tax assets	(369,000)	(305,000)
Net deferred tax assets	-	-

The significant components of the Company’s temporary differences, unused tax credits and unused tax losses that have not been included on the consolidated statement of financial position are as follows:

		Expiry Date		Expiry Date
	2025	Range	2024	Range
Temporary Differences:
Share issue costs	-	2024 to 2048	2,000	2023 to 2047
Non-capital losses available for
future periods	1,366,000	2026 to2043	1,124,000	2026 to2042

10. PROPOSED TRANSACTION

On June 16, 2023, as amended on October 22, 2023, January 31, 2024, May 21, 2024, October 17, 2024, November 12, 2024, February 27, 2025, May 30, 2025, October 30, 2025 and January 31, 2026, the Company (“Black Pine”) became party to a Definitive Agreement to complete a Qualifying Transaction “the Proposed Transaction” or “the Agreement” with Anquiro Ventures Ltd. (“Anquiro”, “AVL” or “the Resulting Issuer”) and Anquiro Financial Corp. (“AFC”), a wholly owned subsidiary of AVL. Anquiro, Black Pine and AFC entered into a binding merger agreement, as amended, whereby the Resulting Issuer is anticipated to carry on the business of Black Pine. Black Pine has three directors and or officers in common with the Resulting Issuer. Anquiro is a public company listed on the TSX Venture Exchange (the “Exchange”) which has completed its initial public offering and is in the principal business of identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction (“QT”),

BLACK PINE RESOURCES CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 10. PROPOSED TRANSACTION (continued)

On October 17, 2024, the Company and Anquiro entered into a termination agreement with AFC, terminating the previously announced transaction pursuant to the second amended and restated merger agreement dated May 21, 2024.

Subsequent to the Unwinding Transaction, Anquiro and Black Pine entered into a merger agreement (the “Merger Agreement”) with 1504671 B.C. Ltd. (“New AcquisitionCo”) and collectively (the “Parties”). This merger agreement features near identical terms (other than (i) the replacement of AFC with New AcquisitionCo and (ii) the revision of the outside date of the Merger Agreement to April 30, 2026) to the previously terminated Original Agreement, pursuant to which Anquiro and the Company are anticipated to complete a three-cornered amalgamation, whereby New AcquisitionCo will amalgamate with the Company under the Business Corporations Act (British Columbia).

The Merger Agreement is a Non-Arm’s Length Qualifying Transaction as the same parties and their Associates or Affiliates are Control Persons (as such aforementioned capitalized terms are defined in the policies of the Exchange) in both the Company and Anquiro. Furthermore, the Proposed Transaction may be considered a related party transaction (as such term is defined in Multilateral Instrument 61-101) because as three directors or officers of the Company are also directors or officers of the Company and the aggregated holdings of the issued and outstanding common shares of Anquiro and of Black Pine by Principals (as such term is defined in the policies of the Exchange) of the Company exceed 20%.

Subject to satisfaction or waiver of the condition’s precedent referred to herein and in the Merger Agreement, the Company and Anquiro anticipate that the Merger Agreement will be completed by April 30, 2026. There is no assurance that the Merger Agreement will be completed on the terms proposed herein or at all.

Trading in the common shares of the Anquiro is currently suspended in accordance with the policies of the Exchange and will remain suspended until such time as all required documentation in connection with the proposed transaction has been filed with and accepted by the Exchange and permission to resume trading has been obtained from the Exchange.

Concurrent Financing

The Parties have also revised the concurrent financing whereby Anquiro and the Company are funding jointly to complete a private placement of up to 15,000,000 subscription receipts (the "Subscription Receipts") at a price per Subscription Receipt of $0.10. Each Subscription Receipt received by the Company will be converted into one unit of the Company comprised of one common share of the Company and one common share purchase warrant (a "BP Warrant"), exercisable to acquire one common share of the Company for a period of three years after its issuance at a price per share of $0.20.

BLACK PINE RESOURCES CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

10. PROPOSED TRANSACTION (continued)

The financing is subject to an acceleration clause, whereby, if the price of the common shares of the postproposed transaction Resulting Issuer exceeds $0.28 over a period of eight consecutive trading dates commencing four months from the date of the issuance of the BP Warrant, then the Resulting Issuer may give notice in writing within 30 days of such occurrence to the holder of the BP Warrant (or the common share purchase warrants issued in exchange for the BP Warrants) (together, the "RI Warrants") that the RI Warrant shall expire at the accelerated expiry time, being 30 days from the date of the notice, unless previously exercised by the holder.

In connection to the financing, during the year ended December 31, 2025, The Company received Subscription Receipts of $155,000, recorded as subscription liabilities. Subsequent to the year ended December 31, 2025, The Company closed the first tranche of the financing, issuing 4,800,000 units priced at $0.10 per unit comprised of one common share and one share purchase warrant priced at $0.20 for total proceeds of $480,000. In addition The Company received total Subscription Receipts of $685,000 for a subsequent tranche which has yet to be completed.

Furthermore, the Company has agreed to be responsible for all costs and charges incurred with respect to the proposed transaction.

11. SEGMENTED INFORMATION

The Company operates in one reportable segment, being the exploration and evaluation of unproven exploration and evaluation assets. The Company’s long-lived assets are located in New Mexico, USA.

SCHEDULE G AUDITED FINANCIAL STATEMENTS OF BLACK PINE FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

See attached.

159

BLACK PINE RESOURCES CORP.

FINANCIAL STATEMENTS

DECEMBER 31, 2024

(Expressed in Canadian Dollars)

INDEPENDENT AUDITOR’S REPORT

To the Directors of Black Pine Resources Corp.

Opinion

We have audited the accompanying financial statements of Black Pine Resources Corp. (the “Company”), which comprise the statements of financial position as at December 31, 2024 and 2023, and the statements of loss and comprehensive loss, changes in shareholders’ equity (deficiency), and cash flows for the years then ended, and notes to the financial statements, including material accounting policy estimates.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2024 and 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 (IFRS Accounting Standards).

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

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.

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

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.

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Chartered Professional Accountants February 27, 2026

Vancouver, Canada

BLACK PINE RESOURCES CORP. STATEMENTS OF FINANCIAL POSITION (EXPRESSED IN CANADIAN DOLLARS)

As at

		December 31,	December 31,	December 31,	December 31,
	Note		2024		2023
ASSETS
Current assets
Cash		$	9,067	$	394,152
Deferred transaction costs			82,874		-
Prepaid	6		9,248		28,849
			101,189		423,001
Non-current assets
Exploration and Evaluation assets	5		304,041		253,955
TOTAL ASSETS		$	405,230	$	676,956
LIABILITIES
Accounts payable and accrued liabilities	4, 6	$	147,726	$	29,078
SHAREHOLDERS’ EQUITY (DEFICIENCY)
Share capital	7		1,377,056		1,377,056
Reserves	7		108,192		108,192
Deficit			(1,227,744)		(837,370)
TOTAL SHAREHOLDERS’ EQUITY (DEFICIENCY)			257,504		647,878
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
(DEFICIENCY)		$	405,230	$	676,956
Nature of operations (Note 1)
Continuance of operations (Note 2)
Proposed Transaction (Note 10)
Subsequent events (Note 10)
On behalf of the Board:

“Drew Martel” Director “Joe DeVries” Director

The accompanying notes are an integral part of these financial statements

BLACK PINE RESOURCES CORP.

STATEMENTS OF LOSS AND COMPREHENSIVE LOSS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (EXPRESSED IN CANADIAN DOLLARS)

		December 31,	December 31,
	Note	2024	2023
EXPENSES
Consulting		$ 10,500	$ -
Foreign exchange (gain) loss		782	4,617
General and administration	6	83,364	61,709
Management fees	6	94,500	94,500
Professional fees	6	178,783	154,606
Shareholder communications		2,196	3,464
Share-based compensation	7	-	26,521
Travel		20,249	25,905
LOSS AND COMPREHENSIVE LOSS			$
		$ (390,374)	(371,322)
Basic and diluted earnings (loss) per share		$ (0.02)	$ (0.02)
Weighted average number of common
shares outstanding		15,931,728	15,931,728

The accompanying notes are an integral part of these financial statements

BLACK PINE RESOURCES CORP.

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIENCY) (EXPRESSED IN CANADIAN DOLLARS)

	Share capital Number of shares Amount -$- Reserves -$- Deficit -$- Total -$-
Balance at December 31, 2022 Share based compensation Loss for the year	15,931,728 1,377,056 81,671 (466,048) 992,679 - - 26,521 - 26,521 - - - (371,322) (371,322)
Balance at December 31, 2023 Loss for the year	15,931,728 1,377,056 108,192 (837,370) 647,878 - - - (390,374) (390,374)
Balance at December 31, 2024	15,931,728 1,377,056 108,192 (1,227,744) 257,504

The accompanying notes are an integral part of these financial statements

BLACK PINE RESOURCES CORP. STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024, and 2023 (EXPRESSED IN CANADIAN DOLLARS)

		December 31,	December 31,
	Note	2024	2023
OPERATING ACTIVITIES
Loss for the year		$ (390,374)	$ (371,322)
Adjustment for:
Stock-based compensation	7	-	26,521
Net change in non-cash working capital accounts:
Increase (decrease) in deferred transaction costs		(82,874)	-
Increase (decrease) in prepaid		19,601	(20,974)
Increase (decrease) in accounts payable		118,648	(7,002)
Net cash used in operating activities		$ (334,999)	$ (372,777)
INVESTING ACTIVITIES
Exploration and evaluation asset expenditures		(50,086)	(72,150)
Net cash used in investing activities		$ (50,086)	$ (72,150)
Decrease in cash during the year		(385,085)	(444,927)
Cash, beginning of year		394,152	839,079
Cash, end of year		$ 9,067	$ 394,152

Supplementary cash flow information

During the years ended December 31, 2024, and 2023, there were no non-cash transactions.

During the year ended December 31, 2024, the Company paid $nil (2023 - $nil) in interest and taxes.

The accompanying notes are an integral part of these financial statements

BLACK PINE RESOURCES CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

1. NATURE OF OPERATIONS

As at December 31, 2024, the Company has an accumulated deficit of $1,227,744 (2023 - $837,370).

2. CONTINUANCE OF OPERATIONS

As at December 31, 2024, the Company had working capital deficit of $46,537 (2023 - $393,924 surplus). The Company's ability to continue its operations and to realize its assets at their carrying values is dependent upon the continued support of its shareholders, obtaining additional financing and ultimately upon discovery of proven reserves and generating profitable operations. The Company will require additional financing in order to meet its current financial obligations and to continue its operations. These matters result in material uncertainties which may cast significant doubt upon the Company’s ability to continue as a going concern.

3. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION

Statement of compliance and basis of presentation

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

These financial statements have been prepared on an accrual basis, except for cashflow information, and are presented in Canadian dollars, which is the Company’s functional currency.

These financial statements were authorized for issuance on February 27, 2026 by the directors of the Company.

Significant accounting judgments, estimates and assumptions

BLACK PINE RESOURCES CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

3. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (continued)

Transactions in Foreign Currencies

Earnings per share

The Company computes the dilutive effect of options, warrants and similar instruments. Under this method the dilutive effect on loss per common share is recognized on 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. Anti-dilutive securities are excluded from the calculation. As at the years ended December 31, 2024 and 2023, there was no difference between basic and diluted earnings per share.

Basic earnings (loss) per common share is calculated using the weighted average number of shares outstanding during the period.

Financial instruments

Financial assets

BLACK PINE RESOURCES CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

3. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (continued)

The Company’s accounting policy for each of the categories is as follows:

The Company classifies its financial liabilities into one of two categories as follows:

Income taxes

Current income tax:

BLACK PINE RESOURCES CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

3. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (continued)

Deferred income tax:

Deferred income tax is provided based on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Share capital

Share-based compensation

Exploration and evaluation assets

Recoveries on mineral properties are recorded against the related property cost as amounts are received, with any net excess recorded to profit or loss.

BLACK PINE RESOURCES CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

3. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (continued)

Provision for environmental rehabilitation

The Company is not aware of any existing material obligations associated with the retirement of its exploration and evaluation assets as at December 31, 2024 and 2023.

New accounting standards, interpretations and amendments that are effective for the current year

In the current year, the Company has applied the below amendments to IFRS Standards and Interpretations issued by the IASB that were effective for annual periods that begin on or after January 1, 2024. Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements.

BLACK PINE RESOURCES CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

3. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (continued)

Recent Accounting Pronouncements

4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	December 31,	December 31,
	2024	2023
Accounts payable	$ 120,226	$ 1,578
Accrued liabilities	27,500	27,500
	$ 147,726	$ 29,078

5. EXPLORATION AND EVALUATION ASSET

(i) Reimbursement for documented expenditures, not to exceed US$100,000 (paid), including the preparation of a NI 43-101 technical report;
(ii) Expending:
a) US$300,000 in exploration funds by no later than the first anniversary date of the closing of a public listing event, and;
b) US$500,000 in exploration funds by no later than the second anniversary date of the closing of a public listing event, and;
c) A cumulative aggregate of US$1,500,000 in exploration funds by no later than the third anniversary date of the closing of a public listing event, and;
d) A cumulative aggregate of US$3,000,000 in exploration funds by no later than the fourth anniversary date of the closing of a public listing event.

This property is subject to a 2.0% Net Smelter Return, and a cash payment of US$1,000,000 payable to the vendor upon the project attaining commercial production.

BLACK PINE RESOURCES CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

5. EXPLORATION AND EVALUATION ASSET (continued)

As at December 31, 2024, the Company incurred a total of $304,041 (2023 - $253,955) in expenditures on property option agreement as detailed below:

roperty option agreement as detailed below:
		Total
		-$-
Balance December 31, 2022	$	181,805
Claims fees and claims renewals		17,657
Permit		684
Survey		17,087
Geological and Geophysical consulting		29,321
Field travel and related		7,376
Field supplies		25
Balance December 31, 2023	$	253,955
Claims fees and claims renewals		21,012
Permit		74
Geological and Geophysical consulting		20,685
Field travel and related		8,300
Field supplies		15
Balance December 31, 2024	$	304,041

6. RELATED PARTY

As of December 31, 2024, there was a balance of $nil (2023 - $16,006) recorded to prepaid in connection to advance payment for management services, professional fees and office administration fees. The balance due to related parties is $22,000 (2023 - $nil) and $4,248 (2023 - $7,843) is advanced to a company controlled by a director of the Company to be expended on exploration and evaluation expenditures.

During the year ended December 31, 2024, the Company recorded transactions with related parties for management fees in the amount of $94,500 (2023 - $94,500) to a company controlled by the CEO, office facilities and professional fees of $79,466 (2023 - $61,950) to a company controlled by a director, geological consulting services of $9,247 (2023 - $2,700) to a company controlled by a director, and corporate administration fees of $40,852 (2023 - $31,500) to a company controlled by a director recorded as compensation costs for key management personnel and companies related to them.

During the year ended December 31, 2024, the Company recorded $nil (2023 - $24,863) in non-cash sharebased compensation expense in connection to stock options granted to Directors and Officers of the Company (Note 7).

BLACK PINE RESOURCES CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

7. SHARE CAPITAL AND RESERVES

Authorized – Unlimited common shares without par value, special rights or restrictions attached.

Issued share capital

As at December 31, 2024, the issued share capital comprised of 15,931,728 common shares.

During the years ended December 31, 2024 and 2023 the Company had no share capital transactions.

Stock options

During the year ended December 31, 2024, the Company did not have any stock option transactions.

During the year ended December 31, 2023, the Company recorded share-based compensation of $26,521, based on the Black-Scholes Option Pricing Model, using a risk-free interest rate of 3.45%, share price of $0.05, exercise price of $0.10, expected life of 5 years, volatility of 100%, and 0% dividend and forfeiture rates.

The following table summarizes information about the stock options during the year ended December 31, 2024, and 2023 :

rates. The following table summarizes information about the stock 2024, and 2023:	options during the year ended December 31,	options during the year ended December 31,
	Options
		Weighted average
		Number of exercise price
		options - $-

Outstanding and exercisable, December 31, 2022		713,054 0.13
Issued		800,000 0.10
Outstanding and exercisable, December 31, 2023
and 2024		1,513,054 0.11

	Exercise Price	Outstanding and
Expiry Date		Exercisable
March 31, 2027	$ 0.10	625,000
February 17, 2028	$ 0.10	800,000
March 7,2029	$0.20	88,054

As at December 31, 2024, the options had a weighted average life of 2.83 years (December 31, 2023 – 3.83 years).

BLACK PINE RESOURCES CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

8. FINANCIAL RISK MANAGEMENT

Credit risk

Liquidity risk

Interest rate risk

The Company is not currently exposed to significant interest rate risk

Currency risk

Price risk

Capital Management

BLACK PINE RESOURCES CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

8. FINANCIAL RISK MANAGEMENT (continued)

Classification of financial instruments

Fair value

Financial instruments are classified into one of the following categories: FVTPL, amortized cost and FVTOCI.

Set out below are the Company’s financial assets and liabilities by category:

December 31, 2024	FVTPL	FVTOCI	Amortized Cost
	$	$	$
FINANCIAL ASSETS
Assets
Cash	-	-	9,067
FINANCIAL LIABILITIES
Liabilities
Accounts payable and accrued liabilities	-	-	147,726

December 31, 2023	FVTPL	FVTOCI
			Amortized Cost
	$	$	$
FINANCIAL ASSETS
Assets
Cash	-	-	394,152
FINANCIAL LIABILITIES
Liabilities
Accounts payable and accrued liabilities	-	-	29,078

9. INCOME TAXES

The reconciliation of income taxes at statutory rates with the reported taxes is as follows:

	2024	2023
(Income) Loss for the year before income taxes	$ 390,374	$ 371,322
Expected income tax (recovery)	$ (105,000)	$ (100,000)
Change in statutory rate and other	(1,000)
Permanent differences		7,000
Change in unrecognized deductible temporary differences	106,000	93,000
Total income tax recovery	$-	$-

BLACK PINE RESOURCES CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

9. INCOME TAXES (continued)

The nature of the tax effects of the temporary differences and tax loss carry forwards giving rise to the deferred tax assets are as summarized below:

	2024	2023
Deferred income tax assets:
Share issue costs	1,000	1,000
Non-capital loss available for future periods	304,000	198,000
	305,000	199,000
Unrecognized tax assets	(305,000)	(199,000)
Net deferred tax assets	-	-

		Expiry Date		Expiry Date
	2024	Range	2023	Range
Temporary Differences:
Share issue costs	2,000	2024 to 2048	4,000	2023 to 2047
Non-capital losses available for future
periods	1,124,000	2026 to2043	732,000	2026 to2042

10. PROPOSED TRANSACTION

On June 16, 2023, as amended on October 22, 2023, January 31, 2024, May 21, 2024, October 17, 2024, November 12, 2024, February 27, 2025, May 30, 2025, October 30, 2025 and January 31, 2026, the Company (“Black Pine”) became party to a Definitive Agreement to complete a Qualifying Transaction “the Proposed Transaction” or “the Agreement” with Anquiro Ventures Ltd. (“Anquiro”, “AVL” or “the Resulting Issuer”) and Anquiro Financial Corp. (“AFC”), a wholly owned subsidiary of AVL. Anquiro, Black Pine and AFC entered into a binding merger agreement, as amended, whereby the Resulting Issuer is anticipated to carry on the business of Black Pine. Black Pine has three directors and or officers in common with the Resulting Issuer. Anquiro is a public company listed on the TSX Venture Exchange (the “Exchange”) which has completed its initial public offering and is in the principal business of identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction (“QT”),

10. PROPOSED TRANSACTION (continued)

BLACK PINE RESOURCES CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

The Merger Agreement is a Non-Arm’s Length Qualifying Transaction as the same parties and their Associates or Affiliates are Control Persons (as such aforementioned capitalized terms are defined in the policies of the Exchange) in both the Company and Anquiro. Furthermore, the Merger Agreement may be considered a related party transaction (as such term is defined in Multilateral Instrument 61-101) because as three directors or officers of the Company are also directors or officers of The Company and the aggregated holdings of the issued and outstanding common shares of Anquiro and of Black Pine by Principals (as such term is defined in the policies of the Exchange) of the Company exceed 20%.

Subject to satisfaction or waiver of the condition’s precedent referred to herein and in the Merger Agreement, the Company and Anquiro anticipate that the proposed transaction will be completed by April 30, 2026. There is no assurance that the Merger Agreement will be completed on the terms proposed herein or at all.

Trading in the common shares of the Anquiro is currently suspended in accordance with the policies of the Exchange and will remain suspended until such time as all required documentation in connection with the proposed transaction has been filed with and accepted by the Exchange and permission to resume trading has been obtained from the Exchange.

Concurrent Financing

The Parties have also revised the concurrent financing whereby Anquiro and the Company are funding jointly to complete a private placement of up to 15,000,000 subscription receipts (the "Subscription Receipts") at a price per Subscription Receipt of $0.10. Each Subscription Receipt received by the the Company will be converted into one unit of the Company comprised of one common share of the Company and one common share purchase warrant (a "BP Warrant"), exercisable to acquire one common share of the Company for a period of three years after its issuance at a price per share of $0.20.

In connection to the financing, subsequent to the year ended December 31, 2024, during the year ended December 31, 2025, The Company received Subscription Receipts of $155,000, recorded as subscription liabilities. Subsequent to the year ended December 31, 2025, The Company closed the first tranche of the financing, issuing 4,800,000 units priced at $0.10 per unit comprised of one common share and one share purchase warrant priced at $0.20 for total proceeds of $480,000. In addition The Company received total Subscription Receipts of $685,000 for a subsequent tranche which has yet to be completed.

Furthermore, the Company has agreed to be responsible for all costs and charges incurred with respect to the proposed transaction.

BLACK PINE RESOURCES CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

11. SEGMENTED INFORMATION

The Company operates in one reportable segment, being the exploration and evaluation of unproven exploration and evaluation assets. The Company’s long-lived assets are located in New Mexico, USA.

SCHEDULE H AUDITED FINANCIAL STATEMENTS OF BLACK PINE FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

See attached.

160

BLACK PINE RESOURCES CORP.

FINANCIAL STATEMENTS

DECEMBER 31, 2023

(Expressed in Canadian Dollars)

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INDEPENDENT AUDITOR’S REPORT

To the Directors of Black Pine Resources Corp.

Opinion

We have audited the accompanying financial statements of Black Pine Resources Corp. (the “Company”), which comprise the statements of financial position as at December 31, 2023 and 2022 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 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

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

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.

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

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.

==> picture [239 x 50] intentionally omitted <==

Vancouver, Canada

Chartered Professional Accountants

March 13, 2024

BLACK PINE RESOURCES CORP. STATEMENTS OF FINANCIAL POSITION (EXPRESSED IN CANADIAN DOLLARS)

As at

			December 31,	December 31,	December 31,	December 31,
		Note		2023		2022
ASSETS
Current assets
Cash			$	394,152	$	839,079
Prepaid		6		28,849		7,875
				423,002		846,954
Non-current assets
Exploration and Evaluation assets		5		253,955		181,805
TOTAL ASSETS			$	676,956	$	1,028,759
LIABILITIES
Accounts payable and accrued liabilities		4, 6	$	29,078	$	36,080
SHAREHOLDERS’ EQUITY
Share capital		7		1,377,056		1,377,056
Reserves		7		108,192		81,671
Deficit				(837,370)		(466,048)
TOTAL SHAREHOLDERS’ EQUITY				647,878		992,679
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY			$	676,956	$	1,028,759
Nature of operations (Note 1)
Continuance of operations (Note 2)
Proposed Transaction (Note 10)
On behalf of the Board:
“Drew Martel”	Director	“Joe	DeVries”		Director

The accompanying notes are an integral part of these financial statements

BLACK PINE RESOURCES CORP.

STATEMENTS OF LOSS AND COMPREHENSIVE LOSS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (EXPRESSED IN CANADIAN DOLLARS)

		December 31,	December 31,
	Note	2023	2022
EXPENSES
Consulting		$ -	$ 992
Foreign exchange (gain) loss		4,617	(3,845)
General and administration	6	61,709	45,339
Management fees	6	94,500	84,000
Professional fees	6	154,606	19,403
Shareholder communications		3,464	6,695
Share-based compensation	7	26,521	20,625
Travel		25,905	-
LOSS AND COMPREHENSIVE LOSS		$ (371,322)	$ (173,209)
Basic and diluted earnings (loss) per share		$ (0.02)	$ (0.01)
Weighted average number of common
shares outstanding		15,931,728	15,931,728

The accompanying notes are an integral part of these financial statements

BLACK PINE RESOURCES CORP. STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (EXPRESSED IN CANADIAN DOLLARS)

	Share capital Number of shares Amount -$- Reserves -$- Deficit -$- Total -$-
Balance at December 31, 2021 Share based compensation loss for the year	15,931,728 1,377,056 61,046 (292,839) 1,145,263 - - 20,625 - 20,625 - - - (173,209) (173,209)
Balance at December 31, 2022 Share based compensation Loss for the period	15,931,728 1,377,056 81,671 (466,048) 992,679 - - 26,521 - 26,521 - - - (371,322) (371,322)
Balance at December 31, 2023	15,931,728 1,377,056 108,192 (837,370) 647,878

The accompanying notes are an integral part of these financial statements

BLACK PINE RESOURCES CORP. STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023, and 2022 (EXPRESSED IN CANADIAN DOLLARS)

		December 31,	December 31,
	Note	2023	2022
OPERATING ACTIVITIES
Loss for the year		$ (371,322)	$ (173,209)
Adjustment for:
Stock-based compensation	7	26,521	20,625
Net change in non-cash working capital accounts:
Increase (decrease) in prepaid		(20,974)	(5,296)
Increase (decrease) in accounts receivable		-	556
Increase (decrease) in accounts payable		(7,002)	(25,991)
Net cash used in operating activities		$ (372,777)	$ (183,314)
INVESTING ACTIVITIES
Exploration and evaluation asset expenditures		(72,150)	(181,805)
Net cash used in investing activities		$ (72,150)	$ (181,805)

Decrease in cash during the year		(444,927)	(365,119)
Cash, beginning of year		839,079	1,204,198
Cash, end of year		$ 394,152	$ 839,079

Supplementary cash flow information

During the years ended December 31, 2023, and 2022, there were no non-cash transactions.

During the year ended December 31, 2023, the Company paid $nil (2022 - $nil) in interest and taxes.

The accompanying notes are an integral part of these financial statements

BLACK PINE RESOURCES CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

1. NATURE OF OPERATIONS

During the year ended December 31, 2022, the Company commenced a change of business to mineral property exploration and entered into a Property Option Agreement to acquire a 100% interest in the Sugarloaf Copper Project located in New Mexico, USA (Note 5). Subsequent to the year ended December 31, 2022, during the year ended December 31, 2023, the Company increased it’s board seats, with the addition of a Director who controls the vendor of the Property Option Agreement.

As at December 31, 2023, the Company has an accumulated deficit of $837,370 (2022 - $466,048).

2. CONTINUANCE OF OPERATIONS

As at December 31, 2023, the Company had working capital surplus of $393,924 (2022 - $810,874). The Company's ability to continue its operations and to realize its assets at their carrying values is dependent upon the continued support of its shareholders, obtaining additional financing and ultimately upon discovery of proven reserves and generating profitable operations. The Company will require additional financing in order to meet its current financial obligations and to continue its operations. These matters result in material uncertainties which may cast significant doubt upon the Company’s ability to continue as a going concern.

3. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION

Statement of compliance and basis of presentation

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

These financial statements have been prepared on an accrual basis and are based on historical costs, modified where applicable and are presented in Canadian dollars, which is the Company’s functional currency.

These financial statements were authorized for issuance on March 13, 2024 by the directors of the Company.

Significant accounting judgments, estimates and assumptions

BLACK PINE RESOURCES CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

3. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (continued)

Transactions in Foreign Currencies

Earnings per share

The Company computes the dilutive effect of options, warrants and similar instruments. Under this method the dilutive effect on loss per common share is recognized on 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. Anti-dilutive securities are excluded from the calculation. As at the years ended December 31, 2023 and 2022, there was no difference between basic and diluted earnings per share.

Basic earnings (loss) per common share is calculated using the weighted average number of shares outstanding during the period.

Financial instruments

Financial assets

BLACK PINE RESOURCES CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

3. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (continued)

The Company’s accounting policy for each of the categories is as follows:

The Company classifies its financial liabilities into one of two categories as follows:

Income taxes

Current income tax:

BLACK PINE RESOURCES CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

3. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (continued)

Deferred income tax:

Deferred income tax is provided based on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Share capital

Share-based compensation

Exploration and evaluation assets

Recoveries on mineral properties are recorded against the related property cost as amounts are received, with any net excess recorded to profit or loss.

BLACK PINE RESOURCES CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

3. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (continued)

Provision for environmental rehabilitation

The Company is not aware of any existing material obligations associated with the retirement of its exploration and evaluation assets as at December 31, 2023 and 2022.

New accounting standards, interpretations and amendments that are effective for the current year

In the current year, the Company has applied the below amendments to IFRS Standards and Interpretations issued by the IASB that were effective for annual periods that begin on or after January 1, 2023. Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements.

Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality Judgments— Disclosure of Accounting Policies

The amendments change the requirements in IAS 1 with regard to disclosure of accounting policies. The amendments replace all instances of the term “significant accounting policies” with “material accounting policy information.” Accounting policy information is material if, when considered together with other information included in an entity’s financial statements, it can reasonably be expected to influence decisions that the primary users of general-purpose financial statements make on the basis of those financial statements.

The supporting paragraphs in IAS 1 are also amended to clarify that accounting policy information that relates to immaterial transactions, other events or conditions is immaterial and need not be disclosed. Accounting policy information may be material because of the nature of the related transactions, other events or conditions, even if the amounts are immaterial. However, not all accounting policy information relating to material transactions, other events or conditions is itself material. The International Accounting Standards Board (“IASB”) has also developed guidance and examples to explain and demonstrate the application of the ‘four-step materiality process’ described in IFRS Practice Statement 2.

The amendments were applied effective January 1, 2023 and did not have a material impact on the Company’s financial statements.

BLACK PINE RESOURCES CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

3. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (continued)

Recent Accounting Pronouncements

Amendments to IAS 1 – Classification of Liabilities as Current or Non-Current

The amendments aim to promote consistency in applying the requirements by helping companies determine whether, in the statement of financial position, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settle within one year) or noncurrent.

On October 31, 2022, the IASB issued a deferral of the effective date for the new guidance by one year to annual reporting periods beginning on or after January 1, 2024 and is to be applied retrospectively. The Company has not yet determined the impact of these amendments on its financial statements.

4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	December 31,	December 31,
	2023	2022
Accounts payable	$ 1,578	$ 16,080
Accrued liabilities	27,500	20,000
	$ 29,078	$ 36,080

5. EXPLORATION AND EVALUATION ASSET

(i) Reimbursement for documented expenditures, not to exceed US$100,000 (paid), including the preparation of a NI 43-101 technical report;
(ii) Expending:
a) US$300,000 in exploration funds by no later than the first anniversary date of the closing of a public listing event, and;
b) US$500,000 in exploration funds by no later than the second anniversary date of the closing of a public listing event, and;
c) A cumulative aggregate of US$1,500,000 in exploration funds by no later than the third anniversary date of the closing of a public listing event, and;
d) A cumulative aggregate of US$3,000,000 in exploration funds by no later than the fourth anniversary date of the closing of a public listing event.

This property is subject to a 2.0% Net Smelter Return, and a cash payment of US$1,000,000 payable to the vendor upon the project attaining commercial production.

BLACK PINE RESOURCES CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

5. EXPLORATION AND EVALUATION ASSET (continued)

As at December 31, 2023, the Company incurred a total of $253,955 (2022 - $181,805) in expenditures on property option agreement as detailed below:

		Total
		-$-
Balance December 31, 2021	$	-
Claims fees and claims renewals		34,419
Assay expenditures		2,822
Geological and Geophysical consulting		112,240
Field travel and related		8,175
Field supplies		210
43-101 expenditures		23,939
Balance December 31, 2022	$	181,805
Claims fees and claims renewals		17,657
Permit		684
Survey		17,087
Geological and Geophysical consulting		29,321
Field travel and related		7,376
Field supplies		25
Balance December 31, 2023	$	253,955

6. RELATED PARTY

As of December 31, 2023, there was a balance of $16,006 (2022 - $7,875) recorded to prepaid in connection to advance payment for management services, professional fees and office administration fees. The balance due to related parties is $nil (2022 - $13,144) and $7,843 (2022 - $nil) is advanced to a company controlled by a director of the Company to be expended on exploration and evaluation expenditures.

During the year ended December 31, 2023, the Company recorded transactions with related parties for management fees in the amount of $94,500 (2022 - $84,000) to a company controlled by the CEO, office facilities and professional fees of $61,950 (2022 - $41,500) to a company controlled by a director, geological consulting services of $2,700 (2022 - $nil) to a company controlled by a director, and corporate administration fees of $31,500 (2022 - $nil) to a company controlled by a director recorded as compensation costs for key management personnel and companies related to them.

BLACK PINE RESOURCES CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

7. SHARE CAPITAL AND RESERVES

Authorized – Unlimited common shares without par value, special rights or restrictions attached.

Issued share capital

As at December 31, 2023, the issued share capital comprised of 15,931,728 common shares.

During the years ended December 31, 2023 and 2022 the Company had no share capital transactions.

Stock options

During the year ended December 31, 2022, the Company recorded share-based compensation of $20,625, based on the Black-Scholes Option Pricing Model, using a risk-free interest rate of 3.04%, share price of $0.05, expected life of 5 years, volatility of 100%, and 0% dividend and forfeiture rates.

The following table summarizes information about the stock options during the year ended December 31, 2023, and 2023 :

The following table summarizes information about the stock 2023, and 2023:	options during the year ended December 31,	options during the year ended December 31,
	Options
		Weighted average
		Number of exercise price
		options - $-
Outstanding and exercisable, December 31, 2021 305,673 0.20
Cancelled		(217,619) 0.20
Issued		625,000 0.10

Outstanding and exercisable, December 31, 2022		713,054 0.13
Issued		800,000 0.10

Outstanding and exercisable, December 31, 2023		1,513,054 0.11

BLACK PINE RESOURCES CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

7. SHARE CAPITAL AND RESERVES (continued)

Stock options (continued)

*Stock options*(continued)
	Exercise Price	Outstanding and
Expiry Date		Exercisable
March 31, 2027	$ 0.10	625,000
February 17, 2028	$ 0.10	800,000
March 7,2029	$ 0.20	88,054

As at December 31, 2023, the options had a weighted average life of 3.83 years (December 31, 2022 – 4.89 years).

8. FINANCIAL RISK MANAGEMENT

Credit risk

Liquidity risk

Interest rate risk

The Company is not currently exposed to significant interest rate risk

Currency risk

Price risk

BLACK PINE RESOURCES CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

8. FINANCIAL RISK MANAGEMENT (continued)

Capital Management

Classification of financial instruments

Fair value

The fair value of the Company’s financial assets and liabilities approximates the carrying amount, due to their short-term nature.

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

December	31,	2023	Level One
Cash			$ 394,152
			$ 394,152

December	31,	2022	Level One
Cash			$ 839,079
			$ 839,079

The carrying value of the accounts payable and accrued liabilities approximates the fair values because of the short-term nature of these instruments.

9. INCOME TAXES

The reconciliation of income taxes at statutory rates with the reported taxes is as follows:

	2023	2022
(Income) Loss for the year before income taxes	$ 371,322	$ 173,209
Expected income tax (recovery)	$ (100,000)	$ (47,000)
Change in statutory rate and other		3,000
Permanent differences	7,000	6,000
Share issue cost		(2,000)
Change in unrecognized deductible temporary differences	90,000	40,000
Total incometax recovery	$-	$-

BLACK PINE RESOURCES CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

9. INCOME TAXES (Continued)

The nature of the tax effects of the temporary differences and tax loss carry forwards giving rise to the deferred tax assets are as summarized below:

	2023	2022
Deferred income tax assets:
Share issue costs	1,000	2,000
Non-capital loss available for future periods	198,000	104,000
	199,000	106,000
Unrecognized tax assets	(199,000)	(106,000)
Net deferred tax assets	-	-

		Expiry Date		Expiry Date
	2023	Range	2022	Range
Temporary Differences:
Share issue costs	4,000	2024 to 2045	6,000	2023 to 2045
Cryptocurrencies	-	No expiry date	-	No expiry date
Non-capital losses available for future periods	732,000	2039 to 2043	385,000	2039 to 2042

10. PROPOSED TRANSACTION

During the year ended December 31, 2023, as amended on October 22, 2023, and January 31, 2024 (subsequent to the year ended December 31, 2023), the Company became party to a Definitive Agreement to complete a Qualifying Transaction (“the Proposed QT” or “the Agreement”) with Anquiro Ventures Ltd. (“AVL” or “the Resulting Issuer”) and Anquiro Financial Corp. (“AFC”), a wholly owned subsidiary of AVL. The Company, AVL and AFC entered into a binding merger agreement, as amended, (the "Merger Agreement"), whereby AVL and AFC will acquire 100% interest in the Company. The Merger Agreement outlines the terms and conditions pursuant to which the Company, AVL and AFC are anticipated to complete a three-cornered amalgamation, whereby AFC will amalgamate with the Company under the Business Corporations Act (British Columbia) (the "Proposed Transaction").

Upon completion of the Proposed QT, it is anticipated that the Resulting Issuer will have changed its name to "Black Pine Resources Corp." or such other name as may be agreed upon in writing by the Company and AVL. The Proposed QT, if completed, will constitute AVL’s "Qualifying Transaction" (as such term is defined in Policy 2.4 - Capital Pool Companies ("Policy 2.4") of the TSX Venture Exchange (“the Exchange”). Upon completion of the QT, the Resulting Issuer will carry on the business of the Company and intends to list as a tier 2 mining issuer on the Exchange.

Subject to satisfaction or waiver of the conditions precedent, the Company and AVL anticipate that the Proposed QT will be completed no later than May 31, 2024. There is no assurance that the Proposed QT will be completed on the terms proposed herein or at all.

BLACK PINE RESOURCES CORP. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

10. PROPOSED TRANSACTION (Continued)

The Proposed Qualifying Transaction

Concurrent Financing

11. SEGMENTED INFORMATION

The Company operates in one reportable segment, being the exploration and evaluation of unproven exploration and evaluation assets. The Company’s long-lived assets are located in New Mexico, USA.

SCHEDULE I UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS OF AQR AS AT DECEMBER 31, 2025

See attached.

161

RESULTING ISSUER

Pro Forma Consolidated Financial Statements

December 31, 2025

(Expressed in Canadian dollars)

(Unaudited)

RESULTING ISSUER

Pro Forma Consolidated Statement of Financial Position

As at December 31, 2025

(Expressed in Canadian Dollars)

(Unaudited)

Anquiro Ventures Ltd. Black Pine Resources Corp. December 31, 2025 December 31, 2025 Note 3 Pro Forma Adjustments ($) ($) ($)	Pro Forma Consolidated December 31, 2025 ($)
Current assets Cash 108 33,372 1,195,000 Deferred transaction costs – 136,171 (136,171) Prepaid expenses – 10,111 –	1,228,480 – 10,111
Total current assets 108 179,654 1,058,829 Non-current assets Bond – 99,134 – Exploration and evaluation assets – 325,479 –	1,238,591 99,134 325,479
424,613	424,613
Total assets 108 604,267 1,058,829	1,663,204
Liabilities Accounts payable and accrued liabilities 112,853 365,013 – Shareholder loan 5,499 – – Subscriptions received – 155,000 (155,000)	477,866 5,499 –
Total liabilities 118,352 520,013 (155,000)	483,365
Shareholders’ equity (deficit) Share capital (Note 4) 255,521 1,377,056 (c) (255,521) (a) 1,350,000 (b) 315,000 (e) (44,100) Reserves 44,316 108,192 (c) (44,316) (e) 44,100 Deficit (418,081) (1,400,994) (c) 418,081 (d) (569,415)	2,997,956 152,292 (1,970,409)
Total shareholders’ equity (deficit) (118,244) 84,254 1,213,829	1,179,839
Total liabilities and shareholders’ equity (deficit) 108 604,267 1,058,829	1,633,204

RESULTING ISSUER Notes to the Pro Forma Consolidated Financial Statements December 31, 2025 (Expressed in Canadian Dollars) (Unaudited)

1. Basis of Presentation

The pro forma financial information is presented in Canadian dollars and has been compiled from and includes:

an unaudited pro forma consolidated statement of financial position as at December 31, 2025 combining the reviewed consolidated statement of financial position of the Company as at December 31, 2025 with the annual audited statement of financial position of Black Pine as at December 31, 2025, giving effect to the Transaction as if it occurred on December 31, 2025.

2. Proposed Transaction and Subsequent Event

RESULTING ISSUER

Notes to the Pro Forma Consolidated Financial Statements December 31, 2025 (Expressed in Canadian Dollars) (Unaudited)

2. Proposed Transaction and Subsequent Event (continued)

Three of the directors of the Company are also directors and / or officers of Black Pine.

Black Pine was incorporated under the Business Corporations Act (British Columbia) on October 20, 2017, under the name “Digital Asset Management Corp.” On February 23, 2021, Black Pine changed its name to “Black Pine Resources Corp.”. Black Pine is a mineral exploration company focused on the acquisition and exploration of mineral properties. Pursuant to a letter of intent dated April 12, 2022 (“ GBR LOI ”), as amended, with Great Basin Resources Inc. (“ GBR ”), Black Pine is entitled to earn an undivided 100% interest in the Sugarloaf Copper Project (the “ Sugarloaf Property ”), subject to a 2% net smeltery royalty due to GBR and certain other payments due to GBR, as provided in the GBR LOI.

Upon completion of the Proposed Transaction, it is anticipated that:

i. Each holder of a Subscription Receipt Warrant (“SR Warrant”) (as defined below) issued pursuant to the Concurrent Financing (as defined below) will receive, as consideration for their SR Warrants, one common share purchase warrant of the Resulting Issuer (each, a “ Resulting Issuer Warrant ”) for each Black Pine Warrant held, on substantially the same terms as the Black Pine Warrants being replaced, and every warrant certificate representing Black Pine Warrants will be deemed to be automatically cancelled and will represent only the right to receive a certificate representing one Resulting Issuer Warrant for each cancelled Black Pine Warrant; and

Notes to the Pro Forma Consolidated Financial Statements December 31, 2025

RESULTING ISSUER

(Expressed in Canadian Dollars) (Unaudited)

2. Proposed Transaction and Subsequent Event (continued)

ii. Each holder of options to purchase Black Pine Shares (each, a “ Black Pine Option ”) will receive, as consideration for their Black Pine Options, one option to purchase a Common Share (each, a “ Resulting Issuer Option ”) for each Black Pine Option held, on substantially the same terms as the Black Pine Options being replaced, and every option certificate or option agreement representing Black Pine Options will be deemed to be automatically cancelled and will represent only the right to receive a certificate representing one Resulting Issuer Option for each cancelled Black Pine Option.

Subject to satisfaction or waiver of the conditions precedent referred to herein and in the Merger Agreement, the Company and Black Pine anticipate that the Proposed Transaction will be completed by April 30, 2026. There is no assurance that the Proposed Transaction will be completed on the terms proposed herein or at all.

Concurrent Financing

RESULTING ISSUER Notes to the Pro Forma Consolidated Financial Statements December 31, 2025 (Expressed in Canadian Dollars) (Unaudited)

2. Proposed Transaction and Subsequent Event (continued)

3. Pro Forma Assumptions and Adjustments

These pro forma consolidated financial statements include the effects of the following pro forma assumptions:

(a) Net proceeds of $1,350,000 from the concurrent financing placement of issuing 15,000,000 Subscription Receipts, at a price per Subscription Receipt of $0.10. Each Subscription Receipt issued by Black Pine will be converted into one SR Unit, with each SR Unit comprised of one Black Pine Share and one SR Warrant. Each such SR Warrant will be exercisable by the holder thereof for a period of three years after the date of its issuance to acquire one Black Pine Share at a price per share of $0.20. Each Subscription Receipt issued by AQR will be converted into one SR Unit, with each SR Unit comprised of one AQR Share and one SR Warrant. Each such SR Warrant will be exercisable by the holder thereof for a period of three years after the date of its issuance to acquire one AQR Share at a price per share of $0.20.

(b) The Resulting Issuer issuing 4,500,001 acquisition shares at a fair value of $0.07 to the holders of Black Pine valued at $315,000.
(c) An entry was made to eliminate the historical share capital of $255,521, reserves of $44,316, and retained earnings of $418,081 of the Company.
(d) Listing expenses included in deficit are detailed as follows:

	Amount
	($)
Consideration paid:
Issuance of 4,500,001 shares	315,000
Net assets of Anquiro:
Cash	(108)
Deferred transaction costs	136,171
Accounts payable and accrued liabilities	112,853
Shareholder loan	5,499
Listing expense	569,415

RESULTING ISSUER

Notes to the Pro Forma Consolidated Financial Statements December 31, 2025 (Expressed in Canadian Dollars) (Unaudited)

3. Pro Forma Assumptions and Adjustments (continued)

(e) Issue costs related to this private placement are expected to be cash of $150,000 and 1,500,000 finders warrants. The fair value of 1,500,000 finders warrants issued in conjunction with the units was estimated at $44,100 using the Black-Scholes option pricing model, based on the following assumptions: an exercise price of $0.20, underlying share price of $0.07 per share, expected annualized volatility of 100%; risk free interest rate of 2.47%; expected dividend yield of 0%; and expected life of 3 years. Accordingly, the fair value of the finders warrants of $44,100 has been recorded as a share issuance cost in share capital, and reserves.

4. Pro Forma Share Capital

After giving effect to the pro forma assumptions and adjustments in Note 3, the issued and fully paid share capital of the Company is anticipated to be as follows at the time of Closing:

			Amount
	Note	Number	($)
Anquiro shares issued and outstanding as at December 31, 2025		4,500,001	255,521
Black Pine shares issued and outstanding as at December 31, 2025		15,931,728	1,377,056
Black Pine shares issued in connection with financing	3(a)	15,000,000	1,350,000
Shares issued by Resulting Issuer for Black Pine	3(b)	4,500,001	315,000
Elimination of Anquiro share capital at closing	3(c)	(4,500,001)	(255,521)
Fair value of finders warrants	3(e)		(44,100)
Pro forma balance, December 31, 2025		35,431,729	2,997,956

5. Pro Forma Statutory Income Tax Rates

The pro forma effective income tax rate that will be applicable to the consolidated operations of the Company and Black Pine will be 27%.

SCHEDULE J MANAGEMENT'S DISCUSSION AND ANALYSIS OF AQR FOR THE YEAR ENDED JUNE 30, 2025

See attached.

162

ANQUIRO VENTURES LTD. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED JUNE 30, 2025

OVERVIEW

The head office, the principal address, and the registered and records office of the Company are located at 303 - 595 Howe Street, Vancouver, British Columbia, Canada, V6C 2T5.

Additional information related to the Company is available for view on SEDAR at www.sedar.com or by requesting further information from the Company’s head office in Vancouver.

DESCRIPTION OF BUSINESS

The principal business of the Company is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction (“QT”).

RESULTS OF OPERATIONS

At June 30, 2025, the Company had no continuing source of operating revenues and related expenditures.

During the year ended June 30, 2025, the Company reported a net income of $85,936 (2024 - $47,492 loss).

PROPOSED QUALIFYING TRANSACTION AND SUBSEQUENT EVENT

The purchase of AFC required consent from the Exchange, which the Company had not obtain and thus inadvertently contravened the policies of the Exchange. At the request of the Exchange, the Company has agreed to unwind the acquisition of AFC. To that end, the Company entered into a share purchase agreement with Richard Barnett whereby the Company and Mr. Barnett purchased the sole outstanding common share of AFC in consideration for $1.00 (the “Unwinding Transaction”). Pursuant to the Unwinding Transaction, all liabilities of AFC will remain liabilities of AFC and will not be assumed by the Company. During the year ended June 30, 2024, the Company reclassified $95,000 of subscriptions received from equity to liabilities as this amount will no longer be settled with the Company’s shares. (Note 3)

Concurrent Financing

Furthermore, Black Pine has agreed to be responsible for all costs and charges incurred with respect to the Proposed Transaction.

SELECTED ANNUAL INFORMATION

ELECTED ANNUAL INFORMATION
	Years ended June 30,
	2025 -$- 2024 -$- 2023 -$-
Net income (loss) Income (loss) per share Total assets Total equity (deficit)	85,936 (47,492) (173,306) 0.02 (0.01) (0.04) 66 1,265 18,377 (121,948) (207,884) (65,392)

YEAR ENDING JUNE 30, 2025

YEAR ENDING JUNE 30, 2024

YEAR ENDING JUNE 30, 2023

The Company continues to seek opportunities to complete its Qualifying Transaction.

SUMMARY OF QUARTERLY FINANCIAL RESULTS

The following is a summary of selected financial information compiled from the quarterly interim unaudited financial statements for eight quarters ending June 30, 2025:

	Three months ended
	June 30, 2025 -$- March 31, 2025 -$- December 31, 2024 -$- September 30, 2024 -$-
Total assets Working capital (deficit) Shareholders’ equity Net income (loss) for the period Income (loss) per share	66 38 166 889 (85,936) (120,426) (105,287) (200,653) (85,936) (120,426) (105,287) (200,653) (1,522) (15,100) 95,327 7,231 0.00 (0.01) 0.02 0.01
	Three months ended
	June 30, 2024 -$ March 31, 2024 -$- December 31, 2023 -$- September 30, 2023 -$-
Total assets Working capital Shareholders’ equity Net income (loss) for the period Loss per share	1,265 1,924 2,551 12,996 (207,884) (114,325) (95,727) (82,449) (207,884) (114,325) (95,727) (82,449) 1,441 (18,597) (13,279) (17,057) 0.00 (0.00) (0.00) (0.00)

Discussion

Certain comparative figures may have been modified to conform with the current year’s presenation.

Year ended June 30, 2025 and 2024

Three months ended June 30, 2025 and 2024

LIQUIDITY AND CAPITAL RESOURCES

During the years ended June 30, 2025 and 2024, there were no share capital transactions.

On June 29, 2017, the Company issued 2,500,000 common shares at $0.05 per share for gross proceeds of $125,000.

Net cash used in operating activities for the period ended June 30, 2025 is $625 (2024 - $17,447).

At June 30, 2025, the Company has working capital deficit of $121,948 (June 30, 2024 - $207,884).

Stock options

During the years ended June 30, 2025 and 2024 there were no stock options outstanding and no stock option transactions.

RELATED PARTY TRANSACTIONS

Related party balances

As at June 30, 2025, there were the following balances in connection to companies controlled by a director of the Company:

recorded to prepaid, $nil[1] (June 30, 2024 - $335[1] ) for filing fees advanced.
recorded to accounts payable, $14,150[1] (June 30, 2024 - $18,092)[1] for business expenses paid by companies controlled by a director of the company.

The sole share outstanding in AFC was held by a director of the Company prior to its transfer to the Company (Note 3 to the financial statements).

1 Joe DeVries, Director

FINANCIAL RISK MANAGEMENT

Interest rate

The fair values of cash, accounts payable and shareholder loan approximate their carrying values due to the shortterm to maturities of these financial instruments.

Interest rate

Liquidity risk

Credit risk

Foreign exchange risk

Risks and Uncertainties

a) until completion of a Qualifying Transaction, the Company is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions;
b) the Company has had no business activity and has not acquired any material assets since its incorporation other than cash;
c) the Company does not have a history of earnings, nor has it paid any dividends and will not generate earnings or pay dividends until at least after the completion of the Qualifying Transaction;
d) the Company has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that the Company will be able to identify a suitable Qualifying Transaction;
e) even if a proposed Qualifying Transaction is identified, there can be no assurance that the Company will be able to successfully complete the transaction;
f) the Qualifying Transaction may be financed in all or part by the issuance of additional securities by the Company and this may result in further dilution to the investor, which dilution may be significant and which may also result in a change of control of the Company;
g) there can be no assurance that an active and liquid market for the common shares will develop and an investor may find it difficult to resell its common shares;
h) the Company competes with many CPCs that are seeking suitable Qualifying Transactions. In addition, other CPCs may have substantially greater financial and technical resources than the Company.

Capital Management

Financial Instruments

Financial assets

Impairment

Financial liabilities

ADDITIONAL INFORMATION

Off-Balance Sheet Arrangements

As at June 30, 2025, and up to the current date, the Company had no off-balance sheet arrangements.

Legal proceedings

As at the current date management was not aware of any legal proceedings involving the Company.

Outstanding Share Data

1) Common shares:

As at June 30, 2025, and the date of this MD&A, the Company has 4,500,001 common shares outstanding of which, 2,500,001 of the issued shares are held in escrow.

2) Warrants:

As at June 30, 2025 and the date of this MD&A, the Company has no warrants outstanding.

3) Stock options:

As at June 30, 2025, and the date of this MD&A, the Company has no stock options outstanding.

Contingent liabilities

As at June 30, 2025 and up to the current date management was not aware of any outstanding contingent liabilities relating to the Company’s activities.

CAPITAL DISCLOSURE

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL INFORMATION

DIRECTORS

SCHEDULE K MANAGEMENT'S DISCUSSION AND ANALYSIS OF AQR FOR THE YEAR ENDED JUNE 30, 2024

See attached.

163

ANQUIRO VENTURES LTD. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED JUNE 30, 2024

OVERVIEW

The following management discussion and analysis (“MDA”) of the financial position of Anquiro Ventures Ltd. (“the Company”), and results of operations prepared on October 28, 2024, should be read in conjunction with the audited consolidated financial statements for the year ended June 30, 2024. All amounts are stated in Canadian dollars unless otherwise indicated. These financial statements together with this MDA are intended to provide investors with a reasonable basis for assessing the financial performance of the Company.

The head office, the principal address, and the registered and records office of the Company are located at 303 - 595 Howe Street, Vancouver, British Columbia, Canada, V6C 2T5.

Additional information related to the Company is available for view on SEDAR at www.sedar.com or by requesting further information from the Company’s head office in Vancouver.

DESCRIPTION OF BUSINESS

The Company completed its final prospectus on December 19, 2017 for the purposes of completing an IPO becoming a CPC trading on the TSX-V.

The principal business of the Company is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction (“QT”).

RESULTS OF OPERATIONS

At June 30, 2024, the Company had no continuing source of operating revenues and related expenditures.

During the year ended June 30, 2024, the Company reported a net loss of $47,492 (2023 - $173,306).

PROPOSED QUALIFYING TRANSACTION AND SUBSQUENT EVENT

The purchase of AFC required consent from the Exchange, which the Company had not obtain and thus inadvertently contravened the policies of the Exchange. At the request of the Exchange, the Company has agreed to unwind the acquisition of AFC. To that end, the Company has entered into a share purchase agreement with Richard Barnett whereby the Company will sell and Mr. Barnett will purchase the sole outstanding common share of AFC in consideration for the purchase price paid by the Company for such share, being $1.00 (the “Unwinding Transaction”). Pursuant to the Unwinding Transaction, all liabilities of AFC will remain liabilities of AFC and will not be assumed by the Company. During the year ended June 30, 2024, the Company reclassified $95,000 of subscriptions received from equity to liabilities as this amount will no longer be settled with the Company’s shares.

Subject to satisfaction or waiver of the conditions precedent referred to herein and in the Merger Agreement, the Company and Black Pine anticipate that the Proposed Transaction will be completed no later than December 31, 2024. There is no assurance that the Proposed Transaction will be completed on the terms proposed herein or at all.

Concurrent Financing

Furthermore, Black Pine has agreed to be responsible for all costs and charges incurred with respect to the Proposed Transaction.

SELECTED ANNUAL INFORMATION

ELECTED ANNUAL INFORMATION
	Years ended June 30,
	2024 -$- 2023 -$- 2022 -$-
Net loss Loss per share Total assets Total equity (deficit)	(47,492) (173,306) (51,392) (0.01) (0.04) (0.01) 1,265 18,377 51,291 (207,884) (65,392) 12,914

YEAR ENDING JUNE 30, 2024

YEAR ENDING JUNE 30, 2023

The Company continues to seek opportunities to complete its Qualifying Transaction.

SUMMARY OF QUARTERLY FINANCIAL RESULTS

The following is a summary of selected financial information compiled from the quarterly interim unaudited financial statements for eight quarters ending June 30, 2024:

	Three months ended
	June 30, 2024 -$- March 31, 2024 -$- December 31, 2023 -$- September 30, 2023 -$-
Total assets Working capital (deficit) Shareholders’ equity Net loss for the period Loss per share	1,265 1,924 2,551 12,996 (207,884) (114,325) (95,727) (82,449) (207,884) (114,325) (95,727) (82,449) 1,441 (18,597) (13,279) (17,057) (0.00) (0.00) (0.00) (0.00)
	Three months ended
	June 30, 2023 -$- March 31, 2023 -$- December 31, 2022 -$- September 30, 2022 -$-
Total assets Working capital Shareholders’ equity Net loss for the period Loss per share	18,377 27,246 47,209 50,227 (65,392) (19,598) (1,187) 7,293 (65,392) (19,598) (1,187) 7,293 (142,822) (18,409) (6,454) (5,621) (0.03) (0.00) (0.00) (0.00)

Discussion

Certain comparative figures may have been modified to conform with the current year’s presenation.

Year ended June 30, 2024 and 2023

Three months ended June 30, 2024 and 2023

LIQUIDITY AND CAPITAL RESOURCES

During the year ended June 30, 2024, 2023, there were no share capital transactions.

On June 29, 2017, the Company issued 2,500,000 common shares at $0.05 per share for gross proceeds of $125,000.

Net cash used in operating activities for the year ended June 30, 2024, is $17,447 (2023 - $44,632).

At June 30, 2024, the Company has working capital deficit of $207,884 (June 30, 2023 - $65,392).

Stock options

During the years ended June 30, 2024 and 2023, there were no stock option transactions.

During the year ended June 30, 2023, 450,000 stock options expired unexercised.

RELATED PARTY TRANSACTIONS

Related party balances

As at June 30, 2024, the balance of $5,499[1] (June 30, 2023 - $5,499[1] ) is due to a director of the Company and is included as a shareholder loan (Note 5 to the financial statements).

As at June 30, 2024, there were the following balances in connection to companies controlled by a director of the Company:

recorded to prepaid, $335[1] (June 30, 2023 - $nil[1] ) for filing fees advanced.
recorded to accounts payable, $18,092[1] (June 30, 2023 - $nil)[1] for business expenses paid by companies controlled by a director of the company.

The sole share outstanding in AFC was held by a director of the Company prior to its transfer to the Company (Note 3 to the financial statements).

1 Joe DeVries, Director

FINANCIAL RISK MANAGEMENT

Interest rate

The fair values of cash, accounts payable and shareholder loan approximate their carrying values due to the shortterm to maturities of these financial instruments.

Interest rate

Liquidity risk

Credit risk

Foreign exchange risk

Risks and Uncertainties

a) until completion of a Qualifying Transaction, the Company is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions;
b) the Company has had no business activity and has not acquired any material assets since its incorporation other than cash;
c) the Company does not have a history of earnings, nor has it paid any dividends and will not generate earnings or pay dividends until at least after the completion of the Qualifying Transaction;
d) the Company has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that the Company will be able to identify a suitable Qualifying Transaction;
e) even if a proposed Qualifying Transaction is identified, there can be no assurance that the Company will be able to successfully complete the transaction;
f) the Qualifying Transaction may be financed in all or part by the issuance of additional securities by the Company and this may result in further dilution to the investor, which dilution may be significant and which may also result in a change of control of the Company;
g) there can be no assurance that an active and liquid market for the common shares will develop and an investor may find it difficult to resell its common shares;
h) the Company competes with many CPCs that are seeking suitable Qualifying Transactions. In addition, other CPCs may have substantially greater financial and technical resources than the Company.

Capital Management

Financial Instruments

Financial assets

Impairment

Financial liabilities

ADDITIONAL INFORMATION

Off-Balance Sheet Arrangements

As at June 30, 2024, and up to the current date, the Company had no off-balance sheet arrangements.

Legal proceedings

As at the current date management was not aware of any legal proceedings involving the Company.

Outstanding Share Data

1) Common shares:

As at June 30, 2024 and the date of this MD&A, the Company has 4,500,001 common shares outstanding of which, 2,500,001 of the issued shares are held in escrow.

2) Warrants:

As at June 30, 2024 and the date of this MD&A, the Company has no warrants outstanding.

3) Stock options:

As at June 30, 2024, and the date of this MD&A, the Company has no stock options outstanding.

Contingent liabilities

As at June 30, 2024 and up to the current date management was not aware of any outstanding contingent liabilities relating to the Company’s activities.

CAPITAL DISCLOSURE

The Company manages its capital structure and makes adjustments to it based on the funds available to the Company, in order to support the acquisition of a new business. 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 acquire and sustain future development of a business. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company’s approach to capital management during the year ended June 30, 2024. The Company is not subject to externally imposed capital requirements.

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL INFORMATION

DIRECTORS

SCHEDULE L MANAGEMENT'S DISCUSSION AND ANALYSIS OF AQR FOR THE YEAR ENDED JUNE 30, 2023

See attached.

164

ANQUIRO VENTURES LTD. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED JUNE 30, 2023

OVERVIEW

The head office, the principal address, and the registered and records office of the Company are located at 303 - 595 Howe Street, Vancouver, British Columbia, Canada, V6C 2T5.

Additional information related to the Company is available for view on SEDAR at www.sedar.com or by requesting further information from the Company’s head office in Vancouver.

DESCRIPTION OF BUSINESS

The Company completed its final prospectus on December 19, 2017 for the purposes of completing an IPO becoming a CPC trading on the TSX-V.

The principal business of the Company is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction (“QT”).

RESULTS OF OPERATIONS

At June 30, 2023, the Company had no continuing source of operating revenues and related expenditures.

During the year ended June 30, 2023, the Company reported a net loss of $173,306 (2022 - $51,392).

PROPOSED QUALIFYING TRANSACTION

The Proposed Qualifying Transaction

Concurrent Financing

Non-Arm's Length Parties

Mr. Joe DeVries and Ms. Keturah Nathe are directors of the Company and of Black Pine and Ms. Nathe is the President and Chief Executive Officer of Black Pine. Mr. Richard Barnett is a director of AQR and the Chief Financial Officer of Black Pine. As such, Mr. DeVries, Ms. Nathe and Mr. Barnett are: (i) Non-Arm's Length Parties and Insiders of the Company, and (ii) Non-Arm's Length Parties and Insiders of Black Pine. The Company does not consider the Proposed Transaction to be a "Non-Arm's Length Qualifying Transaction" (as such term is defined in Policy 2.4) as (i) Mr. DeVries holds more than 20% of the issued and outstanding Company Shares but less than 20% of the issued and outstanding BP Shares, (ii) Ms. Nathe holds less than 20% of the issued and outstanding Company Shares and less than 20% of the issued and outstanding BP Shares, and (iii) Mr. Barnett holds less than 20% of the issued and outstanding Company Shares and less than 20% of the issued and outstanding BP Shares.

Insiders of the Resulting Issuer

Sponsorship

Black Pine

The Sugarloaf Property

The completion of the potential qualifying transaction is subject to regulatory, and exchange acceptance.

SELECTED ANNUAL INFORMATION

SELECTED ANNUAL INFORMATION
	Years ended June 30,
	2023 -$-	2022 -$- 2021 -$-
Net loss Loss per share Total assets Totalequity (deficit)	(173,306) (0.04) 18,377 (65,392)	(51,392) (75,413) (0.01) (0.02) 51,291 88,725 12,914 64,306
YEAR ENDING JUNE 30,2023

YEAR ENDING JUNE 30, 2022

The Company continues to seek opportunities to complete its Qualifying Transaction.

SUMMARY OF QUARTERLY FINANCIAL RESULTS

The following is a summary of selected financial information compiled from the quarterly interim unaudited financial statements for eight quarters ending June 30, 2023:

	Three months ended	Three months ended
	June 30, 2023 -$- March 31, 2023 -$-	December 31, 2022 -$- September 30, 2022 -$-
Total assets Working capital (deficit) Shareholders’ equity Net loss for the period Loss pershare	18,377 27,246 (65,392) (19,598) (65,392) (19,598) (142,822) (18,409) (0.03) (0.00)	47,209 50,227 (1,187) 7,293 (1,187) 7,293 (6,454) (5,621) (0.00) (0.00)
	Three months ended
	June 30, 2022 -$- March 31, 2022 -$- December 31, 2021 -$- September 30, 2021 -$-
Total assets Working capital Shareholders’ equity Net loss for the period Loss pershare	51,291 57,492 70,099 73,513 12,914 19,455 28,271 54,321 12,914 19,455 28,271 54,321 (6,542) (8,815) (26,050) (9,985) (0.00) (0.00) (0.01) (0.00)

Discussion

Certain comparative figures may have been modified to conform with the current year’s presenation.

Year ended June 30, 2023 and 2022

Three months ended June 30, 2023 and 2022

LIQUIDITY AND CAPITAL RESOURCES

During the year ended June 30, 2023, there were no share capital transactions.

On June 29, 2017, the Company issued 2,500,000 common shares at $0.05 per share for gross proceeds of $125,000.

Net cash used in operating activities for the year ended June 30, 2023, is $32,914 (2022 - $37,434).

At June 30, 2023, the Company has working capital of $65,392 deficit (June 30, 2022 - $12,914).

Stock options

During the year ended June 30, 2023, and the year ended June 30, 2022, there were no stock option transactions.

During the year ended June 30, 2023, 450,000 stock options expired unexercised.

RELATED PARTY TRANSACTIONS

Related party balances

As at June 30, 2023, the balance of $5,499[1] (June 30, 2022 - $5,499[1] ) is due to a director of the Company and is included as a shareholder loan (Note 4 to the financial statements).

Related party transactions

1 Joe DeVries, Director

FINANCIAL RISK MANAGEMENT

Interest rate

The fair values of cash, accounts payable and shareholder loan approximate their carrying values due to the short-term to maturities of these financial instruments.

Interest rate

Liquidity risk

Credit risk

Foreign exchange risk

Risks and Uncertainties

a) until completion of a Qualifying Transaction, the Company is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions;
b) the Company has had no business activity and has not acquired any material assets since its incorporation other than cash;
c) the Company does not have a history of earnings, nor has it paid any dividends and will not generate earnings or pay dividends until at least after the completion of the Qualifying Transaction;
d) the Company has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that the Company will be able to identify a suitable Qualifying Transaction;
e) even if a proposed Qualifying Transaction is identified, there can be no assurance that the Company will be able to successfully complete the transaction;
f) the Qualifying Transaction may be financed in all or part by the issuance of additional securities by the Company and this may result in further dilution to the investor, which dilution may be significant and which may also result in a change of control of the Company;
g) there can be no assurance that an active and liquid market for the common shares will develop and an investor may find it difficult to resell its common shares;
h) the Company competes with many CPCs that are seeking suitable Qualifying Transactions. In addition, other CPCs may have substantially greater financial and technical resources than the Company.

Capital Management

Financial Instruments

Financial assets

Impairment

Financial liabilities

ADDITIONAL INFORMATION

Off-Balance Sheet Arrangements

As at June 30, 2023, and up to the current date, the Company had no off-balance sheet arrangements.

Legal proceedings

As at the current date management was not aware of any legal proceedings involving the Company.

Outstanding Share Data

1) Common shares:

As at June 30, 2023 and the date of this MD&A, the Company has 4,500,001 common shares outstanding of which, 2,500,001 of the issued shares are held in escrow.

2) Warrants:

As at June 30, 2023 and the date of this MD&A, the Company has nil warrants outstanding.

3) Stock options:

As at June 30, 2023, and the date of this MD&A, the Company has nil stock options outstanding.

Contingent liabilities

As at June 30, 2023 and up to the current date management was not aware of any outstanding contingent liabilities relating to the Company’s activities.

CAPITAL DISCLOSURE

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL INFORMATION

DIRECTORS

SCHEDULE M MANAGEMENT'S DISCUSSION AND ANALYSIS OF AQR FOR THE SIX MONTHS ENDED DECEMBER 31, 2025

See attached.

165

ANQUIRO VENTURES LTD. MANAGEMENT DISCUSSION AND ANALYSIS SIX MONTHS ENDED DECEMBER 31, 2025

OVERVIEW

The head office, the principal address, and the registered and records office of the Company are located at 303 - 595 Howe Street, Vancouver, British Columbia, Canada, V6C 2T5.

Additional information related to the Company is available for view on SEDAR at www.sedar.com or by requesting further information from the Company’s head office in Vancouver.

DESCRIPTION OF BUSINESS

The principal business of the Company is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction (“QT”).

RESULTS OF OPERATIONS

At December 31, 2025, the Company had no continuing source of operating revenues and related expenditures.

During the period ended December 31, 2025, the Company reported a net income of $3,704 (2024 - $102,597).

PROPOSED QUALIFYING TRANSACTION

The Proposed Transaction is a Non-Arm’s Length Qualifying Transaction as the same parties and their Associates or Affiliates are Control Persons (as such aforementioned capitalized terms are defined in the policies of the Exchange) in both the Company and Black Pine. Furthermore, the Proposed Transaction may be considered a related party transaction (as such term is defined in Multilateral Instrument 61-101) because as three directors or officers of the Company are also directors or officers of Black Pine and the aggregated holdings of the issued and outstanding common shares of the Company and of Black Pine by Principals (as such term is defined in the policies of the Exchange) of the Company exceed 20%.

Concurrent Financing

The Parties have also revised the concurrent financing whereby Anquiro and Black Pine are funding jointly to complete a private placement of up to 15,000,000 subscription receipts (the "Subscription Receipts") at a price per Subscription Receipt of $0.10. Each Subscription Receipt received by the Black Pine will be converted into one unit of Black Pine comprised of one common share of Black Pine and one common share purchase warrant (a "BP Warrant"), exercisable to acquire one common share of Black Pine for a period of three years after its issuance at a price per share of $0.20.

Furthermore, Black Pine has agreed to be responsible for all costs and charges incurred with respect to the Proposed Transaction.

SELECTED ANNUAL INFORMATION

ELECTED ANNUAL INFORMATION
	Years ended June 30,
	2025 -$- 2024 -$- 2023 -$-
Net income (loss) Income (loss) per share Total assets Totalequity (deficit)	85,936 (47,492) (173,306) 0.02 (0.01) (0.04) 66 1,265 18,377 (121,948) (207,884) (65,392)

YEAR ENDING JUNE 30, 2025

YEAR ENDING JUNE 30, 2024

YEAR ENDING JUNE 30, 2023

The Company continues to seek opportunities to complete its Qualifying Transaction.

SUMMARY OF QUARTERLY FINANCIAL RESULTS

The following is a summary of selected financial information compiled from the quarterly interim unaudited financial statements for eight quarters ending December 31, 2025:

	Three months ended
	December 31, 2025 -$- September 30, 2025 -$- June 30, 2025 -$- March 31, 2025 -$-
Total assets Working capital (deficit) Shareholders’ equity Net income (loss) for the period Income (loss) per share	108 24 66 38 (118,244) (129,298) (85,936) (120,426) (118,244) (129,298) (85,936) (120,426) 3,704 7,350 (1,522) (15,100) 0.01 (0.01) (0.00) (0.01)
	Three months ended
	December 31, 2024 -$- September 30, 2024 -$ June 30, 2024 -$ March 31, 2024 -$-
Total assets Working capital Shareholders’ equity Net income (loss) for the period Loss per share	166 889 1,265 1,924 (105,287) (200,653) (207,884) (114,325) (105,287) (200,653) (207,884) (114,325) 95,327 7,231 1,441 (18,597) 0.02 0.01 0.00 (0.00)

Discussion

Certain comparative figures may have been modified to conform with the current year’s presenation.

Six months ended December 31, 2025 and 2024

Three months ended December 31, 2025 and 2024

LIQUIDITY AND CAPITAL RESOURCES

During the periods ended December 31, 2025 and the year ended June 30, 2025, there were no share capital transactions.

Net cash used in operating activities for the period ended December 31, 2025 is $42 (2024 - $764).

At December 31, 2025, the Company has working capital deficit of $118,244 (June 30, 2025 - $121,948).

Stock options

During the periods ended December 31, 2025 and 2024 there were no stock options outstanding and no stock option transactions.

RELATED PARTY TRANSACTIONS

Related party balances

As at December 31, 2025, the balance of $5,499[1] (June 30, 2025 - $5,499[1] ) is due to a director of the Company for an expense reimbursement and is included as a shareholder loan.

As at December 31, 2025, there were the following balances in connection to companies controlled by a director of the Company:

recorded to accounts payable is $16,897[1] (June 30, 2024 - $14,150)[1] for business expenses paid by companies controlled by a director of the company.
1 Joe DeVries, Director

FINANCIAL RISK MANAGEMENT

Interest rate

Liquidity risk

Credit risk

Foreign exchange risk

Risks and Uncertainties

a) until completion of a Qualifying Transaction, the Company is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions;
b) the Company has had no business activity and has not acquired any material assets since its incorporation other than cash;
c) the Company does not have a history of earnings, nor has it paid any dividends and will not generate earnings or pay dividends until at least after the completion of the Qualifying Transaction;
d) the Company has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that the Company will be able to identify a suitable Qualifying Transaction;
e) even if a proposed Qualifying Transaction is identified, there can be no assurance that the Company will be able to successfully complete the transaction;
f) the Qualifying Transaction may be financed in all or part by the issuance of additional securities by the Company and this may result in further dilution to the investor, which dilution may be significant and which may also result in a change of control of the Company;
g) there can be no assurance that an active and liquid market for the common shares will develop and an investor may find it difficult to resell its common shares;
h) the Company competes with many CPCs that are seeking suitable Qualifying Transactions. In addition, other CPCs may have substantially greater financial and technical resources than the Company.

Capital Management

Financial Instruments

Financial assets

Impairment

Financial liabilities

ADDITIONAL INFORMATION

Off-Balance Sheet Arrangements

As at December 31, 2025, and up to the current date, the Company had no off-balance sheet arrangements.

Legal proceedings

As at the current date management was not aware of any legal proceedings involving the Company.

Outstanding Share Data

1) Common shares:

As at December 31, 2025, and the date of this MD&A, the Company has 4,500,001 common shares outstanding of which 2,500,001 of the issued shares are held in escrow.

2) Warrants:

As at December 31, 2025 and the date of this MD&A, the Company has no warrants outstanding.

3) Stock options:

As at December 31, 2025, and the date of this MD&A, the Company has no stock options outstanding.

Contingent liabilities

As at December 31, 2025 and up to the current date management was not aware of any outstanding contingent liabilities relating to the Company’s activities.

CAPITAL DISCLOSURE

The Company manages its capital structure and makes adjustments to it based on the funds available to the Company, in order to support the acquisition of a new business. 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 acquire and sustain future development of a business. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company’s approach to capital management during the period ended December 31, 2025. The Company is not subject to externally imposed capital requirements.

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL INFORMATION

DIRECTORS

SCHEDULE N MANAGEMENT'S DISCUSSION AND ANALYSIS OF BLACK PINE FOR THE YEAR ENDED DECEMBER 31, 2025

See attached.

166

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2025

Date prepared: February 27, 2026

FORWARD LOOKING STATEMENTS

OVERVIEW

Corporate Development

The Proposed Qualifying Transaction

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2025

The Proposed Transaction is a Non-Arm’s Length Qualifying Transaction as the same parties and their Associates or Affiliates are Control Persons (as such aforementioned capitalized terms are defined in the policies of the Exchange) in both the Company and Black Pine. Furthermore, the Proposed Transaction may be considered a related party transaction (as such term is defined in Multilateral Instrument 61-101) because as three directors or officers of the Company are also directors or officers of Black Pine and the aggregated holdings of the issued and outstanding common shares of the Company and of Black Pine by Principals (as such term is defined in the policies of the Exchange) of the Company exceed 20%.

Concurrent Financing

The Parties have also revised the concurrent financing whereby Anquiro and Black Pine are funding jointly to complete a private placement of up to 15,000,000 subscription receipts (the "Subscription Receipts") at a price per Subscription Receipt of $0.10. Each Subscription Receipt received by the Black Pine will be converted into one unit of Black Pine comprised of one common share of Black Pine and one common share purchase warrant (a "BP Warrant"), exercisable to acquire one common share of Black Pine for a period of three years after its issuance at a price per share of $0.20.

Furthermore, Black Pine has agreed to be responsible for all costs and charges incurred with respect to the Proposed Transaction.

Non-Arm's Length Parties

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2025

Barnett holds less than 20% of the issued and outstanding Company Shares and less than 20% of the issued and outstanding BP Shares.

Insiders of the Resulting Issuer

Sponsorship

EXPLORATION AND EVALUATION ASSETS

(i) Reimbursement for documented expenditures, not to exceed US$100,000 (paid), including the preparation of a NI 43-101 technical report (completed);
(ii) Expending:
a) US$300,000 in exploration funds by no later than the first anniversary date of the closing of a public listing event, and;
b) US$500,000 in exploration funds by no later than the second anniversary date of the closing of a public listing event, and;
c) A cumulative aggregate of US$1,500,000 in exploration funds by no later than the third anniversary date of the closing of a public listing event, and;
d) A cumulative aggregate of US$3,000,000 in exploration funds by no later than the fourth anniversary date of the closing of a public listing event.

This property is subject to a 2.0% Net Smelter Return, and a cash payment of US$1,000,000 payable to the vendor upon the project attaining commercial production.

As at December 31, 2025, the Company incurred a total of $325,479 (2024 - $304,041) in expenditures on property option agreement as detailed below:

	Total
	-$-
Balance December 31, 2023	$ 253,955
Claims fees and claims renewals	21,012
Permit	74
Survey	-
Geological and Geophysical consulting	20,685
Field travel and related	8,300
Field supplies	15
Balance December 31,2024	$304,041
Claims fees and claims renewals	21,438
Balance December 31,2025	$325,479

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2025

During the year ended December 31, 2025, the Company had a balance in bonds with the state of New Mexico, USA, $99,134 (2024 - $nil).

RESULTS OF OPERATIONS

At December 31, 2025, the Company had no continuing source of operating revenues and related expenditures.

During the year ended December 31, 2025, the net loss was $173,250 (2024 - $390,374). See the discussion below for explanations of the most significant variances.

COMPARISON OF RESULTS OF OPERATIONS

Significant variances between the year ended December 31, 2025 and 2024 are detailed as follows:

Significant variances between the three months ended December 31, 2025 and 2024 are detailed as follows:

In the three months ended December 31, 2025, the net loss was $3,066 (2024: $137,886).

SELECTED ANNUAL INFORMATION

	Year Ended	Year Ended	Year Ended
	December 31, 2025	December 31, 2024	December 31, 2023
	-$-	-$-	-$-
Total assets	604,267	405,230	676,956
Working capital (deficiency)	(340,359)	(46,537)	393,924
Shareholders’ equity (deficiency)	84,254	257,504	647,878
Revenues	-	-	-
Comprehensive income (loss)	(173,250)	(390,374)	(371,322)
Income(loss) per share – basic and diluted	(0.01)	(0.02)	(0.02)

Year ended December 31, 2025:

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2025

Year ended December 31, 2024:

SUMMARY OF QUARTERLY RESULTS

The following is a summary of selected financial information compiled from the quarterly unaudited financial statements for eight quarters ending December 31, 2025:

	December 31,	September 30,	June 30,	March 31,
	2025	2025	2025	2025
Three months ended	-$-	-$-	-$-	-$-
Total assets	604,267	393,896	322,528	323,554
Cryptocurrencies	-	-	-	-
Other assets	-	-	-	-
Working capital (deficit)	(340,359)	(313,535)	(241,066)	(190,843)
Long term debt	-	-	-	-
Shareholders’ equity (deficiency)	84,254	11,944	62,975	113,198
Revenues	-	-	-	-
Net income (loss)	(3,066)	(51,031)	(50,222)	(68,931)
Income(loss) per share - basic and diluted	(0.00)	(0.00)	(0.00)	(0.00)

	December 31,	September 30,	June 30,	March 31,
	2024	2024	2024	2024
Three months ended	-$-	-$-	-$-	-$-
Total assets	405,230	738,652	498,633	602,804
Cryptocurrencies	-	-	-	-
Other assets	-	-	-	-
Working capital (deficit)	(46,537)	95,107	184,462	295,741
Long term debt	-	-	-	-
Shareholders’ equity	257,504	729,050	812,890	566,888
Revenues	-	-	-	-
Net income (loss)	(137,886)	(63,345)	(108,156)	(80,987)
Income(loss) per share - basic and diluted	(0.02)	(0.00)	(0.01)	(0.00)

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2025

LIQUIDITY AND CAPITAL RESOURCES

In the year ended December 31, 2025, significant cash flows are as follows:

At December 31, 2025, the Company had working capital deficiency of $340,359 (2024 working deficiency - $46,537), and had an accumulated deficit of $1,400,994 (2024 - $1,227,744).

RELATED PARTY TRANSACTIONS

Richard Drew Martel, VP Corporate Development, Director (January 9, 2018 – current) 2. Joe DeVries, Director 3. Keturah Nathe, Director 4. Richard Barnett, CFO 5. Richard Kern, Director

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2025

OFF-BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet arrangements.

OTHER MATTERS

Shares outstanding

At December 31, 2025, the Company has 15,931,728 common shares outstanding.

As at the current date, the Company has 20,731,728 common shares outstanding (Note 10 to the financial statements).

Stock options

At December 31, 2025 and the current date, the Company has 1,513,054 stock options outstanding as further described in Note 7 to the financial statements.

Warrants

At December 31, 2025, the Company has no warrants outstanding.

As at the current date, the Company has 4,800,000 warrants outstanding (Note 10 to the financial statements).

Directors

As at the current date, the Directors of the Company are: Richard Martel (President), Joe DeVries, Keturah Nathe, and Richard Kern.

FINANCIAL INSTRUMENTS, RISK MANAGEMENT, AND CAPITAL MANAGEMENT STRATEGY

Financial risk and capital management

Credit risk

Liquidity risk

Interest rate risk

The Company is not currently exposed to significant interest rate risk.

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2025

Capital Management

Currency risk

Classification of financial instruments

Fair value

Financial instruments are classified into one of the following categories: FVTPL, amortized cost and FVTOCI. Set out below are the Company’s financial assets and liabilities by category:

December 31, 2024	FVTPL	FVTOCI	Amortized Cost
	$	$	$
FINANCIAL ASSETS
Assets
Cash	-	-	33,372
FINANCIAL LIABILITIES
Liabilities
Accountspayable and accrued liabilities	-	-	365,013

December 31, 2024	FVTPL	FVTOCI	Amortized Cost
	$	$	$
FINANCIAL ASSETS
Assets at amortized cost
Cash	-	-	9,067
FINANCIAL LIABILITIES
Liabilities at amortized cost
Accountspayable and accrued liabilities	-	-	147,726

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL INFORMATION

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2025

The Board of Directors supervises the financial statements and other financial information through its audit committee, which is comprised of a majority of non-management directors.

DIRECTORS

SUBSEQUENT EVENTS

SCHEDULE O MANAGEMENT'S DISCUSSION AND ANALYSIS OF BLACK PINE FOR THE YEAR ENDED DECEMBER 31, 2024

See attached.

167

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2024

Date prepared: February 27, 2026

This management discussion and analysis (the “MDA”) of the financial position of Black Pine Resources Corp. (the “Company”), and results of operations prepared on February 27, 2026 should be read in conjunction with the audited financial statements for the year ended December 31, 2024. All monetary amounts referred to herein are in Canadian dollars unless otherwise stated. These financial statements together with this MDA are intended to provide investors with a reasonable basis for assessing the financial performance of the Company. Refer to Note 3 of the financial statements for the Company’s material accounting policies.

FORWARD LOOKING STATEMENTS

OVERVIEW

Corporate Development

The Proposed Qualifying Transaction

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2024

The Proposed Transaction is a Non-Arm’s Length Qualifying Transaction as the same parties and their Associates or Affiliates are Control Persons (as such aforementioned capitalized terms are defined in the policies of the Exchange) in both the Company and Black Pine. Furthermore, the proposed transaction may be considered a related party transaction (as such term is defined in Multilateral Instrument 61-101) because as three directors or officers of the Company are also directors or officers of Black Pine and the aggregated holdings of the issued and outstanding common shares of the Company and of Black Pine by Principals (as such term is defined in the policies of the Exchange) of the Company exceed 20%.

Trading in the common shares of the Anquiro is currently suspended in accordance with the policies of the Exchange and will remain suspended until such time as all required documentation in connection with the proposed transaction has been filed with and accepted by the Exchange and permission to resume trading has been obtained from the Exchange.

Concurrent Financing

The Parties have also revised the concurrent financing whereby Anquiro and Black Pine are funding jointly to complete a private placement of up to 15,000,000 subscription receipts (the "Subscription Receipts") at a price per Subscription Receipt of $0.10. Each Subscription Receipt received by the Black Pine will be converted into one unit of Black Pine comprised of one common share of Black Pine and one common share purchase warrant (a "BP Warrant"), exercisable to acquire one common share of Black Pine for a period of three years after its issuance at a price per share of $0.20.

Furthermore, Black Pine has agreed to be responsible for all costs and charges incurred with respect to the Proposed Transaction.

Non-Arm's Length Parties

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2024

Barnett holds less than 20% of the issued and outstanding Company Shares and less than 20% of the issued and outstanding BP Shares.

Insiders of the Resulting Issuer

Sponsorship

EXPLORATION AND EVALUATION ASSETS

(i) Reimbursement for documented expenditures, not to exceed US$100,000 (paid), including the preparation of a NI 43-101 technical report (completed);
(ii) Expending:
a) US$300,000 in exploration funds by no later than the first anniversary date of the closing of a public listing event, and;
b) US$500,000 in exploration funds by no later than the second anniversary date of the closing of a public listing event, and;
c) A cumulative aggregate of US$1,500,000 in exploration funds by no later than the third anniversary date of the closing of a public listing event, and;
d) A cumulative aggregate of US$3,000,000 in exploration funds by no later than the fourth anniversary date of the closing of a public listing event.

This property is subject to a 2.0% Net Smelter Return, and a cash payment of US$1,000,000 payable to the vendor upon the project attaining commercial production.

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2024

As at December 31, 2024, the Company incurred a total of $304,041 (2023 - $253,955) in expenditures on property option agreement as detailed below:

as detailed below:
	Total
	-$-
Balance December 31, 2022	$ 181,805
Claims fees and claims renewals	17,657
Permit	684
Survey	17,087
Geological and Geophysical consulting	29,321
Field travel and related	7,376
Field supplies	25
Balance December 31, 2023	$ 253,955
Claims fees and claims renewals	21,012
Permit	74
Geological and Geophysical consulting	20,685
Field travel and related	8,300
Field supplies	15
Balance December 31, 2024	$ 304,041

RESULTS OF OPERATIONS

At December 31, 2024, the Company had no continuing source of operating revenues and related expenditures.

During the year ended December 31, 2024, the net loss was $390,374 (2023 - $371,322). See the discussion below for explanations of the most significant variances.

COMPARISON OF RESULTS OF OPERATIONS

Significant variances between the year ended December 31, 2024 and 2023 are detailed as follows:

Significant variances between the three months ended December 31, 2024 and 2023 are detailed as follows:

In the three months ended December 31, 2024, the net loss was $137,866 (2023: $81,173).

SELECTED ANNUAL INFORMATION

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2024

	Year Ended	Year Ended	Year Ended
	December 31, 2024	December 31, 2023	December 31, 2022
	-$-	-$-	-$-
Total assets	405,230	676,956	1,028,759
Working capital deficiency	(46,537)	393,924	810,874
Shareholders’ equity	257,504	647,878	992,679
Revenues	-	-	-
Comprehensive income (loss)	(390,374)	(371,322)	(173,209)
Income(loss) per share – basic and diluted	(0.02)	(0.02)	(0.01)

Year ended December 31, 2024:

In the year ended December 31, 2024, the Company’s total assets were $405,230 (2023- $676,956), comprehensive loss of $390,374 (2023 - $371,322), and working capital deficiency of $46,537 (2023 working capital - $393,924). The Company expended $50,086 (2023 - $72,150) in exploration and evaluation expenditures on the Sugarloaf Copper Project during the fiscal year.

Year ended December 31, 2023:

SUMMARY OF QUARTERLY RESULTS

The following is a summary of selected financial information compiled from the quarterly unaudited financial statements for eight quarters ending December 31, 2024:

	December 31,	September 30,	June 30,	March 31,
	2024	2024	2024	2024
Three months ended	-$-	-$-	-$-	-$-
Total assets	405,230	738,652	498,633	602,804
Cryptocurrencies	-	-	-	-
Other assets	-	-	-	-
Working capital (deficit)	(46,537)	95,107	184,462	295,741
Long term debt	-	-	-	-
Shareholders’ equity	257,504	729,050	812,890	566,888
Revenues	-	-	-	-
Net income (loss)	(137,886)	(63,345)	(108,156)	(80,987)
Income(loss) per share - basic and diluted	(0.02)	(0.00)	(0.01)	(0.00)

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2024

	December 31,	September 30,	June 30,	March 31,
	2023	2023	2023	2023
Three months ended	-$-	-$-	-$-	-$-
Total assets	676,956	738,652	811,118	1,028,757
Cryptocurrencies	-	-	-	-
Other assets	-	-	-	-
Working capital	393,924	494,091	992,677	712,231
Long term debt	-	-	-	-
Shareholders’ equity	647,878	729,050	812,890	894,789
Revenues	-	-	-	-
Net income (loss)	(81,173)	(83,851)	(81,890)	(124,409)
Income(loss) per share - basic and diluted	(0.01)	(0.01)	(0.01)	(0.01)

LIQUIDITY AND CAPITAL RESOURCES

In the year ended December 31, 2024, significant cash flows are as follows:

Investing activities used cash flows of $50,086 (2023 - $72,150) which include expenditures of the Sugarloaf Copper Project exploration and evaluation asset.

At December 31, 2024, the Company had working capital deficiency of $46,537 (2023 working capital - $393,924), and had an accumulated deficit of $1,227,744 (2023 - $837,370).

RELATED PARTY TRANSACTIONS

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2024

Richard Drew Martel, VP Corporate Development, Director (January 9, 2018 – current)
Joe DeVries, Director
Keturah Nathe, Director
Richard Barnett, CFO
Richard Kern, Director

OFF-BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet arrangements.

OTHER MATTERS

Shares outstanding

At December 31, 2024, and the current date, the Company has 15,931,728 common shares outstanding.

As at the current date, the Company has 20,731,728 common shares outstanding (Note 10 to the financial statements).

Stock options

At December 31, 2024 and the current date, the Company has 1,513,054 stock options outstanding as further described in Note 7 to the financial statements.

Warrants

At December 31, 2024 and the current date, the Company has no warrants outstanding.

As at the current date, the Company has 4,800,000 warrants outstanding (Note 10 to the financial statements).

Directors

As at the current date, the Directors of the Company are: Richard Martel (President), Joe DeVries, Keturah Nathe, and Richard Kern.

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2024

FINANCIAL INSTRUMENTS, RISK MANAGEMENT, AND CAPITAL MANAGEMENT STRATEGY

Financial risk and capital management

Credit risk

Liquidity risk

Interest rate risk

The Company is not currently exposed to significant interest rate risk.

Capital Management

Currency risk

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2024

Classification of financial instruments

Fair value

Financial instruments are classified into one of the following categories: FVTPL, amortized cost and FVTOCI. Set out below are the Company’s financial assets and liabilities by category:

Set out below are the Company’s financial assets and liabilities	bycategory:
December 31, 2024	FVTPL	FVTOCI	Amortized Cost
	$	$	$
FINANCIAL ASSETS
Assets
Cash	-	-	9,067
FINANCIAL LIABILITIES
Liabilities
Accountspayable and accrued liabilities	-	-	147,726

December 31, 2023	FVTPL	FVTOCI	Amortized Cost
	$	$	$
FINANCIAL ASSETS
Assets at amortized cost
Cash	-	-	394,152
FINANCIAL LIABILITIES
Liabilities at amortized cost
Accountspayable and accrued liabilities	-	-	29,087

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL INFORMATION

The Board of Directors supervises the financial statements and other financial information through its audit committee, which is comprised of a majority of non-management directors.

DIRECTORS

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2024

SUBSEQUENT EVENTS

SCHEDULE P MANAGEMENT'S DISCUSSION AND ANALYSIS OF BLACK PINE FOR THE YEAR ENDED DECEMBER 31, 2023

See attached.

168

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2023

Date prepared: March 13, 2024

FORWARD LOOKING STATEMENTS

OVERVIEW

Corporate Development

The Proposed Qualifying Transaction

Concurrent Financing

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2023

Non-Arm's Length Parties

Insiders of the Resulting Issuer

Sponsorship

(i) Reimbursement for documented expenditures, not to exceed US$100,000 (paid), including the preparation of a NI 43-101 technical report (completed);
(ii) Expending:
a) US$300,000 in exploration funds by no later than the first anniversary date of the closing of a public listing event, and;
b) US$500,000 in exploration funds by no later than the second anniversary date of the closing of a public listing event, and;
c) A cumulative aggregate of US$1,500,000 in exploration funds by no later than the third anniversary date of the closing of a public listing event, and;
d) A cumulative aggregate of US$3,000,000 in exploration funds by no later than the fourth anniversary date of the closing of a public listing event.

This property is subject to a 2.0% Net Smelter Return, and a cash payment of US$1,000,000 payable to the vendor upon the project attaining commercial production.

As at December 31, 2023, the Company incurred a total of $253,955 (December 31, 2022 - $181,805) in expenditures on the property in connection to the option agreement.

RESULTS OF OPERATIONS

At December 31, 2023, the Company had no continuing source of operating revenues and related expenditures.

During the year ended December 31, 2023, the net loss was $371,322 (2022 - $173,209). See the discussion below for explanations of the most significant variances.

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2023

COMPARISON OF RESULTS OF OPERATIONS

Significant variances between the year ended December 31, 2023 and 2022 are detailed as follows:

Significant variances between the three months ended December 31, 2023 and 2022 are detailed as follows:

In the three months ended December 31, 2023, the net loss was $81,173 (2022: $48,769).

As a result of operations in the current period, the Company incurred $18,996 (2022 - $nil) of expenditures on its exploration and evaluation asset, the Sugarloaf Copper Project.

SELECTED ANNUAL INFORMATION

	Year Ended	Year Ended	Year Ended
	December 31, 2023	December 31, 2022	December 31, 2021
	-$-	-$-	-$-
Total assets	676,956	1,028,759	1,207,334
Cryptocurrencies	-	-	-
Other assets	-	-	-
Working capital	393,924	810,874	1,145,263
Shareholders’ equity	647,878	992,679	1,145,263
Revenues	-	-	-
Comprehensive income (loss)	(371,322)	(173,209)	204,779
Income(loss) per share – basic and diluted	(0.02)	(0.01)	0.02

Year ended December 31, 2023:

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2023

Year ended December 31, 2022:

SUMMARY OF QUARTERLY RESULTS

The following is a summary of selected financial information compiled from the quarterly unaudited financial statements for eight quarters ending December 31, 2023:

	December 31,	September 30,	June 30,	March 31,
	2023	2023	2023	2023
Three months ended	-$-	-$-	-$-	-$-
Total assets	676,956	738,652	811,118	1,028,757
Cryptocurrencies	-	-	-	-
Other assets	-	-	-	-
Working capital	393,924	494,091	992,677	712,231
Long term debt	-	-	-	-
Shareholders’ equity	647,878	729,050	812,890	894,789
Revenues	-	-	-	-
Net income (loss)	(81,173)	(83,851)	(81,890)	(124,409)
Income(loss) per share - basic and diluted	(0.01)	(0.01)	(0.01)	(0.01)

	December 31,	September 30,	June 30,	March 31,
	2022	2022	2022	2022
Three months ended	-$-	-$-	-$-	-$-
Total assets	1,028,759	1,035,993	1,069,265	1,132,621
Cryptocurrencies	-	-	-	-
Other assets	-	-	-	-
Working capital	810,874	1,051,446	1,074,214	1,111,954
Long term debt	-	-	-	-
Shareholders’ equity	992,679	1,051,446	1,074,214	1,111,954
Revenues	-	-	-	-
Net income (loss)	(48,769)	(32,770)	(37,738)	(53,932)
Income(loss) per share - basic and diluted	(0.00)	(0.00)	(0.00)	(0.00)

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2023

LIQUIDITY AND CAPITAL RESOURCES

In the year ended December 31, 2023, significant cash flows are as follows:

Investing activities used cash flows of $72,150 (2022 - $181,805) which include expenditures of the Sugarloaf Copper Project exploration and evaluation asset.

At December 31, 2023, the Company had working capital of $393,924 (2022 - $810,874), and had an accumulated deficit of $837,370 (2022 - $466,048).

During the year ended December 31, 2022, the Company cancelled incentive stock options to purchase a total of 217,619 common shares priced at $0.20, originally expiring March 7, 2029.

RELATED PARTY TRANSACTIONS

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2023

Richard Drew Martel, VP Corporate Development, Director (January 9, 2018 – current)
Joe DeVries, Director
Keturah Nathe, Director
Richard Barnett, CFO
Richard Kern, Director

OFF-BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet arrangements.

OTHER MATTERS

Shares outstanding

At December 31, 2023, and the current date, the Company has 15,931,728 common shares outstanding.

Stock options

At December 31, 2023 and the current date, the Company has 1,513,054 stock options outstanding as further described in Note 7 to the financial statements.

Warrants

At December 31, 2023 and the current date, the Company has no warrants outstanding.

Directors

As at the current date, the Directors of the Company are: Richard Martel (President), Joe DeVries, Keturah Nathe, and Richard Kern.

FINANCIAL INSTRUMENTS, RISK MANAGEMENT, AND CAPITAL MANAGEMENT STRATEGY

Financial risk and capital management

Credit risk

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2023

Liquidity risk

Interest rate risk

The Company is not currently exposed to significant interest rate risk.

Capital Management

Currency risk

Classification of financial instruments

Fair value

The fair value of the Company’s financial assets and liabilities approximates the carrying amount, due to their short-term nature.

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

December	31,	2023		Level One
Cash			$	394,152
			$	394,152

December	31,	2022		Level One
Cash			$	839,079
			$	839,079

The carrying value of the accounts payable and accrued liabilities approximates the fair values because of the short-term nature of these instruments.

BLACK PINE RESOURCES CORP. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2023

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL INFORMATION

The Board of Directors supervises the financial statements and other financial information through its audit committee, which is comprised of a majority of non-management directors.

DIRECTORS

SCHEDULE Q AQR AUDIT COMMITTEE CHARTER

Mandate

serve as an independent and objective party to monitor the Company's financial reporting and internal control system and review the Company's financial statements;
review and appraise the performance of the Company's external auditors; and
provide an open avenue of communication among the Company's auditors, financial and senior management and the AQR Board.

Composition

Meetings

Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

Documents/Reports Review

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

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External Auditors

(a) Review annually, the performance of the external auditors who shall be ultimately accountable to the board of directors and the Committee as representatives of the shareholders.
(b) Obtain annually, a formal written statement of external auditors setting forth all relationships between the external auditors and the Company, consistent with Independence Standards Board Standard 1.
(c) Review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors.
(d) Take, or recommend that the full board of directors take, appropriate action to oversee the independence of the external auditors.
(e) Recommend to the AQR Board the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval.
(f) At each meeting, consult with the external auditors, without the presence of management, about the quality of the Company's accounting principles, internal controls and the completeness and accuracy of the Company's financial statements.
(g) Review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company.

Financial Reporting Processes

(a) In consultation with the external auditors, review with management the integrity of the Company's financial reporting process, both internal and external.
(b) Consider the external auditors' judgments about the quality and appropriateness of the Company's accounting principles as applied in its financial reporting.
(c) Consider and approve, if appropriate, changes to the Company's auditing and accounting principles and practices as suggested by the external auditors and management.
(d) Review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments.
(e) Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.
(f) Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.
(g) Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.
(h) Review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters.
(i) Review certification process.

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(j) Establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.