Arya Resources Ltd. — Interim / Quarterly Report 2021

May 14, 2021

REBEL CAPITAL 2.0 CORP.

INTERIM CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

MARCH 31, 2021

NOTICE OF NO AUDITORS’ REVIEW OF INTERIM FINANCIAL STATEMENTS

The accompanying unaudited interim condensed financial statements of Rebel Capital 2.0 Corp. have been prepared by and are the responsibility of the Corporation’s management. The Corporation’s independent auditor has not performed a review of these financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity’s auditors.

REBEL CAPITAL 2.0 CORP.

INTERIM CONDENSED STATEMENTS OF FINANCIAL POSITION

(Unaudited, expressed in Canadian Dollars)	March 31, 2021	December 31, 2020
Assets
Current assets
Cash	16,564	34,963
Liabilities
Current liabilities
Accounts payable and accruals	9,608	14,808
Shareholders' equity
Share capital (Note 4)	240,330	240,330
Contributed surplus	25,625	25,625
Deficit	(258,999)	(245,800)
	6,956	20,155
	16,564	34,963

See accompanying notes to the interim condensed financial statements.

REBEL CAPITAL 2.0 CORP.

INTERIM CONDENSED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

For the three months ended March 31

(Unaudited, expressed in Canadian Dollars)	2021	2020
Expenses:
Legal and professional fees	13,181	15,325
Finance costs	18	116
Loss and comprehensive loss for theperiod	(13,199)	(15,441)
Lossper share – basic and diluted	(0.01)	(0.01)
Weighted average number of common shares outstanding ‐
basic and diluted	2,000,000	2,000,000

See accompanying notes to the interim condensed financial statements.

REBEL CAPITAL 2.0 CORP.

INTERIM CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(Unaudited, expressed in Canadian Dollars)	Number of		Contributed
	common shares	Share capital	surplus	Deficit	Total
Balance at January 1, 2020	4,013,329	240,330	25,625	(194,667)	71,288
Loss	‐	‐	‐	(15,441)	(15,441)
Balance at March 31, 2020	4,013,329	240,330	25,625	(210,108)	55,847
	Number of		Contributed
	common shares	Share capital	surplus	Deficit	Total
Balance at January 1, 2021	4,013,329	240,330	25,625	(245,800)	20,155
Loss	‐	‐	‐	(13,199)	(13,199)
Balance at March 31, 2021	4,013,329	240,330	25,625	(258,999)	6,956

See accompanying notes to the interim condensed financial statements.

REBEL CAPITAL 2.0 CORP.

INTERIM CONDENSED STATEMENTS OF CASH FLOWS

For the three months ended March 31

(Unaudited, expressed in Canadian Dollars)	2021	2020
Cash flows related to the following activities:
Operating activities
Loss for the period	(13,199)	(15,441)
Change in non‐cash workingcapital	(5,200)	9,317
Net change in cash	(18,399)	(6,124)
Cash,beginningofperiod	34,963	84,594
Cash, end ofperiod	16,564	78,470

See accompanying notes to the interim condensed financial statements.

REBEL CAPITAL 2.0 CORP. Notes to the Interim Condensed Financial Statements For the three months ended March 31, 2021 (unaudited)

1. REPORTING ENTITY

Rebel Capital 2.0 Corp. (the "Corporation" or “Rebel”) was incorporated under the laws of the Province of British Columbia on October 19, 2017. The Corporation was formed for the primary purpose of completing an Initial Public Offering (“IPO”) on the TSX Venture Exchange (“Exchange” or “TSXV”) as a Capital Pool Corporation (“CPC”) as defined in Policy 2.4 of the Exchange. The principal business of the Corporation will be to identify and evaluate assets or businesses with a view to potentially acquire them or an interest therein by completing a purchase transaction, by exercising an option or by any concomitant transaction. The purpose of such an acquisition is to satisfy the related conditions of a qualifying transaction under the Exchange rules. The address of the registered office is 1900, 885 West Georgia Street, Vancouver, BC.

Where an acquisition or participation is warranted, additional funding may be required. The ability of the Corporation to fund its potential future operations and commitments is dependent upon the ability of the Corporation to obtain additional financing.

On November 19, 2020, the Corporation entered into a binding letter of intent in respect of a proposed qualifying transaction (see Note 3). Consequently, the Exchange has suspended trading of the Corporation’s shares pending the completion of this transaction. As at the date hereof, the Corporation continues to remain suspended from trading on the Exchange pending the outcome of the qualifying transaction.

Under the terms of the New CPC Policy of the Exchange, which were approved by the shareholders of the Corporation for adoption during its annual general and special meeting of shareholders held on May 6, 2021 (the “AGM”), the previous consequences to a CPC if a qualifying transaction is not completed within 24 months from the date of listing have now been removed. Such consequences included the delisting of the Corporation by the Exchange or, alternatively, the Corporation applying for a listing on NEX, a separate trading platform of the Exchange intended for companies which have become inactive or have low levels of activity. While there is no certainty that the Corporation will complete the current proposed qualifying transaction, the potential of delisting from the Exchange or listing on NEX are no longer a concern to the Corporation as it relates to the qualifying transaction.

COVID‐19 Pandemic

In March 2020, there was a global outbreak of COVID‐19 (coronavirus), which has had a significant impact on businesses through the restrictions put in place by the Canadian, provincial and municipal governments regarding travel, business operations and isolation/quarantine orders. At this time, it is unknown the extent of the impact the COVID‐19 outbreak may have on the Corporation as this will depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease, and the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or may be put, in place by Canada and other countries to fight the virus. While the extent of the impact is unknown, we anticipate this outbreak may, in general, cause reduced customer demand, supply chain disruptions, staff shortages, and increased government regulations, all of which may negatively impact the Corporation’s financial condition and the timing for the completion of a qualifying transaction.

2. BASIS OF PREPARATION

Statement of compliance

These interim condensed financial statements have been prepared in accordance with International Accounting Standard 34 “Interim Financial Reporting” under International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).

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REBEL CAPITAL 2.0 CORP. Notes to the Interim Condensed Financial Statements For the three months ended March 31, 2021 (unaudited)

These interim condensed financial statements follow the same accounting policies and method of computation as the Corporation’s audited financial statements for the year ended December 31, 2020 (the “Audited Financial Statements”), with the exception of certain disclosures that are normally required to be included in audited financial statements which have been condensed or omitted. These interim condensed financial statements should be read in conjunction with the Corporation’s Audited Financial Statements.

These unaudited interim condensed financial statements have been prepared on a going concern basis, under the historical cost convention, are stated in Canadian dollars, and were authorized for issue by the Board of Directors on May 14, 2021.

Use of estimates and judgments

The preparation of 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, income and expenses. By their nature, estimates are subject to measurement uncertainty and changes in such estimates in future periods could require a material change in the financial statements. Accordingly, actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future years affected.

Given the early stage of the Corporation there were no significant estimates or judgments made by management in the preparation of these financial statements.

3. PROPOSED QUALIFYING TRANSACTION

On November 19, 2020, the Corporation entered into a binding letter of intent with 1271332 B.C. Ltd. ("TargetCo"), in respect of a proposed transaction pursuant to which Rebel intends to acquire a mineral property option on a mineral property in Saskatchewan, Canada known as the Wedge Lake Property (the “Property”) and approximately $300,000 in cash. Preliminary terms stipulate that Rebel will issue 10,000,000 common shares in the capital of the Corporation (the “Consideration Shares”) to acquire the Property option and the $300,000 cash (the “Target Assets”). There are also 5,000,000 outstanding common stock purchase warrants of TargetCo that shall be exchanged for new common stock purchase warrants of Rebel. Upon completion of the transaction, the combined entity will carry on the business of exploration of the Property.

The letter of intent contains a condition that prior to the closing of the proposed transaction, Rebel will complete a concurrent financing of common shares at $0.20 per share for proceeds of $500,000 to $1,000,000, depending on the requirements of the work program presented in the 43‐101F1 Technical Report and the requirements of the TSXV. The proceeds of the concurrent financing will be used for exploration on the Property, maintenance of the Property option and general working capital.

Under the terms of the Letter of Intent, Rebel and TargetCo will negotiate and enter into a definitive agreement incorporating the principal terms of the contemplated transaction set forth herein and, in addition, such other terms and provisions of a more detailed nature as the parties may agree upon.

Subject to any Exchange, regulatory, shareholder, director or other approvals that may be required, the completion of satisfactory due diligence by Rebel and TargetCo, and the satisfaction of other conditions contained in the letter of intent, it is currently anticipated that the transaction will occur as an asset purchase.

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REBEL CAPITAL 2.0 CORP. Notes to the Interim Condensed Financial Statements For the three months ended March 31, 2021 (unaudited)

4. SHARE CAPITAL

Common shares

The Corporation has authorized an unlimited number of common shares to be issued. As of March 31, 2021 and December 31, 2020 and 2019, the Corporation had 4,013,329 common shares outstanding for a share capital balance of $240,330.

During 2017, the Corporation issued 2,013,329 common shares to Directors and Officers of the Corporation at a price of $0.05 per share for total consideration of $100,666.

Pursuant to a prospectus dated August 21, 2018 filed with the securities regulatory authorities in each of the Provinces of British Columbia, Alberta and Ontario and the Exchange and an agency agreement (the “Agency Agreement”) with Mackie Research Capital Corporation (the “Agent”), the Corporation completed the IPO of 2,000,000 common shares at $0.10 per common share for gross proceeds of $200,000 (before share issue costs) in November 2018.

Under the Agency Agreement, the Agent was granted options (the "Agent's Options") to acquire an additional number of common shares up to 10% of the number of common shares sold at a price of $0.10 per share, exercisable for a period of 2 years from the date the common shares were first listed for trading on the Exchange. The value of the options was included in share issue costs.

Upon closing of the IPO, the 2,013,329 issued common shares are subject to a CPC escrow agreement pursuant to the requirements of the Exchange (the “Escrowed Shares”). Under the New CPC Policy of the Exchange which was approved by the shareholders of the Corporation for adoption at the AGM, the escrow agreement permits 25% of the escrowed shares to be released from escrow on the issuance of the Final Exchange Bulletin (the “Initial Release”) and an additional 25% will be released on the dates 6 months, 12 months, and 18 months following the Initial Release. The escrow agreement provides that holders of escrowed common shares shall not sell, transfer, assign, mortgage, enter into a derivative transaction concerning or otherwise deal in any way with their escrowed shares.

Loss per share

The basic loss per share is calculated by dividing the net loss by the weighted average number of common shares outstanding during the year. With the completion of the IPO, Escrowed Shares will be subject to the Escrow Agreement and may be cancelled in the event that the Corporation is unable to complete a qualifying transaction. Accordingly, these shares are accounted for as contingently returnable shares and excluded from the calculation of basic and diluted loss per share. For the period ended March 31, 2021, the weighted average number of common shares outstanding for purposes of calculating basic and diluted loss per share was 2,000,000 (March 31, 2020 – 2,000,000) common shares. For purposes of the loss per share calculations for the periods ended March 31, 2021 and 2020, there is no difference between the basic loss per share and the diluted loss per share amounts as all instruments are anti‐dilutive.

5. SHARE‐BASED PAYMENTS

Stock Options

On January 25, 2018, the Corporation adopted a stock option plan, pursuant to which the board of directors of the Corporation may from time to time, in its discretion, and in accordance with the Exchange requirements, grant to directors, officers, and employees of and consultants to the Corporation, non‐transferable options to purchase common shares, provided that the number of common shares reserved for issuance will not exceed 10% of the issued and outstanding common shares at the time of grant. Due to the terms of the New CPC Policy adopted by shareholders at the AGM, there no longer exists the restriction that for so long as the Corporation is a CPC under the

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REBEL CAPITAL 2.0 CORP. Notes to the Interim Condensed Financial Statements For the three months ended March 31, 2021 (unaudited)

policies of the Exchange, the aggregate number of common shares issuable upon exercise of all options granted under the stock option plan shall not exceed 10% of the common shares of the Corporation issued and outstanding at the closing of the Corporation's initial public offering.

Options granted under the option plan may be exercisable for periods of up to 10 years from the date of grant. As well, due to the New CPC Policy adopted by shareholders at the AGM, the number of common shares reserved for issuance to any individual director or officer will not exceed 5% and to all technical consultants will not exceed 2% of the common shares of the Corporation issued and outstanding at the time of grant. Options granted to the directors and officers of the Corporation while it is a CPC may be exercised during the greater of 12 months after the completion of the qualifying transaction and 90 days following cessation of the optionee’s position with the Corporation, provided that if the cessation of office, directorship, or technical consulting arrangement is 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. Any common shares acquired pursuant to the exercise of options prior to the completion of the qualifying transaction must be deposited in escrow and will be subject to the requirements of the Exchange under a CPC escrow agreement, as described previously.

On June 20, 2018, the Corporation granted options to its directors and officers entitling the purchase of 199,998 common shares at a per share price of $0.10 per common share. The options are for a five‐year term, expiring on June 20, 2023.

On October 23, 2019, a cumulative total of 133,332 options from the aforementioned option grant forfeited due to the resignation of certain directors of the Corporation. As of March 31, 2021 and December 31, 2020, 66,666 options remain outstanding with a remaining exercisable life of 2.22 years until expiry.

Options granted were allocated an estimated fair value using the Black‐Scholes option pricing model to estimate the fair value using the weighted average assumptions of an expected forfeiture rate of 0%, a risk‐free interest rate of 2.03%, an expected dividend yield of 0%, an expected stock price volatility of 100%, and an expected option life of five years. This resulted in a calculated fair value per stock option of $0.075.

During the period ended March 31, 2021, the Corporation recognized $nil of stock‐based compensation expense (March 31, 2020 ‐ $nil).

Agent’s Options

The fair value of the Agent’s Options is estimated using the Black‐Scholes option pricing model using the following weighted average assumptions of an expected forfeiture rate of 0%, a risk‐free interest rate of 2.23%, an expected dividend yield of 0%, an expected stock price volatility of 100%, and an expected option life of two years. This resulted in a calculated fair value per Agent Option of $0.053.

The share‐based payment amount of $10,630 for Agent’s Options was included within share issue costs in association with the Offering finalized in November 2018 (Note 4), with the offset being included as contributed surplus. The Agent’s Options had expired in November 2020.

6. CAPITAL DISCLOSURES

The Corporation’s capital consists of share capital. The Corporation’s objective for managing capital is to maintain sufficient capital to identify, evaluate and complete an acquisition or other transaction as disclosed in Note 1.

The Corporation sets the amount of capital in relation to risk and manages the capital structure and makes adjustments to it in light of changes to economic conditions and the risk characteristics of the underlying assets.

The Corporation’s objectives when managing capital are:

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REBEL CAPITAL 2.0 CORP. Notes to the Interim Condensed Financial Statements For the three months ended March 31, 2021 (unaudited)

• i. to maintain a flexible capital structure, which optimizes the cost of capital at acceptable risk; and

• ii. to maintain investor, creditor and market confidence in order to sustain the future development of the business.

Pursuant to TSXV Policy 2.4, Capital Pool Companies, the proceeds raised from the issuance of common shares may only be used to identify and evaluate assets or businesses for future investment, with the exception that certain expenditures, in the case of the Corporation, not exceeding $3,000 per month, may be used to cover reasonable general and administrative expenses of the Corporation. These restrictions apply until completion of a qualifying transaction by the Corporation.

The Corporation is not subject to any other externally or internally imposed capital requirements at year end, other than the expenditure limits set under TSXV Policy 2.4, Capital Pool Companies, stated above.

Expenditures as presented herein exceed the scope of the allowable general administrative expenses based on the aforementioned restrictions. As part of the qualifying transaction application to be submitted in connection with the transaction outlined in Note 3, the Corporation will submit a waiver application to the Exchange in regard to this matter of non‐compliance. The Exchange will review the details of this waiver application in conjunction with its overall consideration of the qualifying transaction application. At their discretion, the Exchange may determine that the waiver application is denied and, consequentially, may deny the entire qualifying transaction submission.

7. FINANCIAL INSTRUMENTS

The Corporation, as part of its operations, carries financial instruments consisting of cash, accounts payable and accruals. It is management's opinion that the Corporation is not exposed to significant credit, interest, or currency risks arising from these financial instruments except as otherwise disclosed.

Fair value

Fair value represents the price at which a financial instrument could be exchanged in an orderly market, in an arm's length transaction between knowledgeable and willing parties who are under no compulsion to act. Certain of the Corporation’s accounting policies and disclosures require the determination of fair value, for both financial and non‐ financial assets and liabilities. The Corporation’s fair value measurements are classified as one of the following levels of the fair value hierarchy:

Level 1: Fair value measurements are those derived from quoted prices (unadjusted) in the active market for identical assets or liabilities.

Level 2: Fair value measurements are those derived from inputs other than quoted prices that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (derived from prices).

Level 3: Fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data.

The carrying value of cash, accounts payable and accruals approximates their fair value due to the short‐term maturities of these items.

Credit risk

Credit risk is the risk of financial loss to the Corporation if a customer or counterparty to a financial instrument fails to meet its contractual obligations, which arises principally from the Corporation’s cash. The carrying amount of cash represent the maximum credit exposure to the Corporation. The Corporation held cash of $16,564 at March 31,

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REBEL CAPITAL 2.0 CORP. Notes to the Interim Condensed Financial Statements For the three months ended March 31, 2021 (unaudited)

2021 (December 31, 2020 ‐ $34,963). The Corporation manages credit exposure related to cash by selecting financial institution counterparties with high credit ratings.

Liquidity risk

Liquidity risk is the risk that the Corporation will not be able to meet its financial obligations as they fall due. The Corporation's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. The Corporation has accounts payable and accruals of $9,608 as at March 31, 2021 (December 31, 2020 ‐ $14,808) that are considered payable within the next year.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices. The Corporation does not have significant exposure to these risks.

8. RELATED PARTY TRANSACTIONS

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Corporation, directly or indirectly. Key management personnel include the Corporation’s executive officers and directors.

There have been no transactions with related parties and no remuneration was paid to key management personnel during the three months ended March 31, 2021 (March 31, 2020 ‐ $nil).

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