FARSTARCAP INVESTMENT CORP.
1100 - 1199 West Hastings Street,
Vancouver, British Columbia V6E 3T5
FILING STATEMENT
Dated: August 19, 2025

All information contained in this Filing Statement with respect to Farstarcap Investment Corp.
was supplied by Farstarcap Investment Corp. for inclusion herein.

All information contained in this Filing Statement with respect to BP Exploration Corp.
was supplied by BP Exploration Corp. for inclusion herein.

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

FORWARD-LOOKING INFORMATION ... i
GLOSSARY OF TERMS ... vi
SUMMARY OF FILING STATEMENT ... 1
INFORMATION CONCERNING THE COMPANY ... 8
INFORMATION CONCERNING BP EXPLORATION CORP. ... 18
INFORMATION CONCERNING THE RESULTING ISSUER ... 31
RISK FACTORS ... 46
GENERAL MATTERS ... 54
FINANCIAL STATEMENT REQUIREMENTS ... 55
CERTIFICATES ... 56
ACKNOWLEDGEMENT – PERSONAL INFORMATION ... 57

Appendix “A” - Audited financial statements of BP Exploration Corp. for the fiscal years ended September 30, 2024 and 2023, and unaudited interim financial statements of BP Exploration Corp. for the nine-months ended June 30, 2025.

Appendix “B” - Unaudited Pro-forma Consolidated Statement of Financial Position for the Resulting Issuer as at March 31, 2025.

Appendix “C” - Management Discussion and Analysis (“MD&A”) as it relates to the BPEx audited financial statements of BPEx for the fiscal year ended September 30, 2024; and the unaudited interim financial statements of BPEx for the nine-months ended June 30, 2025.

Appendix “D” - Audit Committee Charter for the Resulting Issuer.

FORWARD-LOOKING INFORMATION

Certain statements in this Filing Statement may constitute “forward-looking” statements involving known and unknown risks, uncertainties and other factors regarding FRS, BPEx and the Resulting Issuer, and their respective intentions, beliefs, expectations and future results. This may cause the actual results, performance or achievements of FRS, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. This forward-looking information also includes information regarding the financial condition and business of FRS, as they exist at the date of this Filing Statement and as they are expected to be after the Financing.

Forward-looking statements may include, but are not limited to, statements regarding any of FRS’s, BPEx’s or the Resulting Issuer’s opportunities, strategies, competition, expected activities and expenditures, the adequacy of the Resulting Issuer’s available cash resources and other statements about future events or results. In particular, and without limiting the generality of the foregoing, this Filing Statement contains forward-looking information concerning:

the completion of the Qualifying Transaction and receipt of TSXV approval;
the Resulting Issuer’s exploration of the Cosuño Property (defined in the Glossary of Terms), which information has been based on exploration on that property to date and the recommended work program set forth in the Cosuño Report (described below);
general market conditions;
the availability of financing on reasonable terms;
the ability to contract outside service providers and the reliability of those outside service providers in delivering services in a satisfactory and timely manner;
expectations with respect to the exploration and development activities of the Resulting Issuer;
the use of the net proceeds of the Financing;
the performance of the Resulting Issuer’s business and operations;
the Resulting Issuer’s expectations regarding expenses and anticipated cash needs;
the intention to exploit the Resulting Issuer’s current and future discoveries;
the intention to grow the Resulting Issuer’s business and operations;
the competitive conditions of the industry in which the Resulting Issuer operates;
the regulatory and permitting process in Bolivia;
the expected timing and completion of the Resulting Issuer’s near-term objectives;
laws and any amendments thereto applicable to the Resulting Issuer;
the Resulting Issuer’s plans with respect to the payment of dividends;
the identity of the NEOs of the Resulting Issuer and the expected compensation payable to them; and
corporate governance matters, including the adoption of Board committee mandates, the membership of such committees and the adoption of various corporate policies.

The forward-looking information is based on the beliefs, expectations and opinions of management of FRS on the date the information is provided. Investors should not place undue reliance on forward-looking information.

In certain cases, forward-looking statements can be identified by the use of such words as "may", "would", "could", "will", "intend", "expect", "believe", "plan", "anticipate", "estimate", "seek", "project", "should", "strategy", "future", "consider" and other similar terminology. These statements reflect FRS's current expectations regarding future events and operating performance and speak only as of the date of this Filing Statement.

With respect to forward-looking statements and forward-looking information contained in this Filing Statement, assumptions have been made regarding, among other things:

FRS's ability to complete the Qualifying Transaction, satisfy the requirements of the TSXV such that it will issue the Final QT Exchange Bulletin, and successfully integrate BPEx and manage risks;
future metals and minerals prices;
the Resulting Issuer's ability to obtain qualified staff and equipment in a timely and cost-efficient manner;
the regulatory framework governing royalties, taxes and environmental matters in Bolivia and any other jurisdictions in which the Resulting Issuer may conduct its business in the future;
future expenses and capital expenditures to be made by the Resulting Issuer;
future sources of funding for the Resulting Issuer's business;
the geology of the areas in which BPEx is conducting exploration and development activities;
the intentions of the Board with respect to the executive compensation plans and corporate governance programs described herein;
the impact of competition on the Resulting Issuer; and
the Resulting Issuer's ability to obtain financing on acceptable terms.

Actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth below and included elsewhere in this Filing Statement, including:

uncertainties surrounding the completion of the Qualifying Transaction and receipt of TSXV approval;
general economic, market and business conditions;
uncertainties surrounding the regulatory framework being applied to the Cosuño Property and the Resulting Issuer's ability to be, and remain, in compliance;
uncertainties regarding surface access, water rights, and relations with local authorities and communities;
volatility in market prices for mineral resources;
potential conflicts of interest;
risks related to the exploration for minerals;
current global financial conditions, including fluctuations in interest rates, foreign exchange rates and stock market volatility;
FRS and BPEx's status and stage of development;
geological, technical, drilling and processing problems, including the availability of equipment and access to the Resulting Issuer's properties, including the Cosuño Property;
failure by counterparties to make payments or perform their operational or other obligations to the Resulting Issuer in compliance with the terms of contractual arrangements between the Resulting Issuer and such counterparties;

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risks related to the timing of completion of BPEx’s work programs;
competition for, among other things, capital and skilled personnel;
operational hazards;
actions by governmental authorities, including changes in government regulation and taxation;
environmental risks and hazards;
risks inherent in the exploration for minerals which may create liabilities to the Resulting Issuer in excess of any Resulting Issuer’s insurance coverage;
failure to accurately estimate abandonment and reclamation costs;
failure of third parties’ reviews, reports and projections to be accurate;
the availability of capital on acceptable terms;
political risks;
changes to royalty or tax regimes;
the failure of the Resulting Issuer to maintain its mineral property options in good standing;
competing claims made in respect of the Resulting Issuer’s properties or assets;
operating and capital costs;
unforeseen title defects;
risks arising from future acquisition activities;
the potential for management estimates and assumptions to be inaccurate;
risks associated with establishing and maintaining systems of internal controls;
risks related to the reliance on historical financial information;
volatility in the market price of the Resulting Issuer Shares;
the effect that the issuance of additional securities by the Resulting Issuer could have on the market price of the Resulting Issuer Shares;
failure to engage or retain key personnel; and
the other factors discussed under “Risk Factors”.

Although the forward-looking statements contained in this Filing Statement are based upon what management of FRS believes are reasonable assumptions, FRS cannot assure investors that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this Filing Statement and are expressly qualified in their entirety by this cautionary statement.

INFORMATION CONCERNING BPEx

The information contained or referred to herein relating to BPEx has been furnished by BPEx. In preparing this Filing Statement, FRS has relied upon BPEx to ensure that the Filing Statement contains full, true and plain disclosure of all material facts relating to BPEx and its subsidiaries.

INFORMATION CONTAINED IN THIS FILING STATEMENT

The information contained in this Filing Statement is given as at August 19, 2025, except where otherwise noted. No person has been authorized to give any information or to make any representation in connection with the matters described herein other than those contained in this Filing Statement and, if given or made, any such information or representation should be considered not to have been authorized by FRS or BPEx.

This Filing Statement does not constitute the solicitation of an offer to purchase, or the making of an offer to sell, any securities or the solicitation of a proxy by any person in any jurisdiction in which such solicitation or offer is not authorized or in which the person making such solicitation or offer is not qualified to do so or to any person to whom it is unlawful to make such solicitation or offer.

Information contained in this Filing Statement should not be construed as legal, tax or financial advice and readers are urged to consult their own professional advisors in connection therewith.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Filing Statement from documents filed with the securities commissions or similar authorities in Canada.

Copies of the documents incorporated herein by reference may be obtained upon request without charge from FRS at Suite 1100, 1199 West Hastings Street, Vancouver, British Columbia V6E 3T5, attention: Mr. Tsakumis, CEO (Telephone: 604-961-9442), or by accessing the disclosure documents through the Internet on SEDAR+, at www.sedarplus.ca.

As of the date hereof, the following documents of FRS, filed with the securities commissions or similar regulatory authorities in each of the provinces of British Columbia and Alberta are specifically incorporated by reference into, and form an integral part of, this Filing Statement provided that such documents are not incorporated by reference to the extent that their contents are modified or superseded by a statement contained in this Filing Statement or in any other subsequently filed document that is also incorporated by reference herein, as further described below:

the audited financial statements of FRS for the fiscal years ended September 30, 2024 and 2023, together with the auditor’s report thereon and notes thereto;
the annual MD&A for the fiscal year ended September 30, 2024;
the unaudited interim financial statements of FRS for the six months ended March 31, 2025;
the interim MD&A for the six months ended March 31, 2025;
the management information circular of FRS dated October 30, 2024 in connection with the annual general meeting of shareholders of FRS held on November 28, 2024;

the technical report on the Cosuño Property entitled “NI 43-101 Technical Report on the Cosuño Project - Antonio Quijarro Province, Department of Potosí, Bolivia” dated March 17, 2025, as prepared for BPEx and FRS by Donald J. Birak, of Birak Consulting LLP; and
the Amalgamation Agreement dated April 29, 2025, among FRS, BPEx and Subco.

Descriptions in this Filing Statement of the above documents are summaries only. Readers should refer to the full text of the documents for complete details thereof. The full text may be viewed under FRS’s profile on SEDAR+ at www.sedarplus.ca.

GLOSSARY OF TERMS

The following is a glossary of certain definitions used in this Filing Statement. Terms and abbreviations used in the financial statements of FRS set out in the appendices to this Filing Statement are defined separately and the terms and abbreviations defined below are not used therein, except where otherwise indicated. Words importing the singular, where the context requires, include the plural and vice versa and words importing any gender include all genders.

Acquisition means FRS’s acquisition of all the issued and outstanding shares of BPEx pursuant to the Amalgamation Agreement.

Affiliate means a company that is affiliated with another company, which occurs if:
(a) one of them is the subsidiary of the other, or
(b) each of them is controlled by the same person.

A company is “controlled” by a person if:
(a) voting securities of the company are held, other than by way of security only, by or for the benefit of that person, and
(b) the voting securities, if voted, entitle the person to elect a majority of the directors of the company.

A person beneficially owns securities that are beneficially owned by:
(a) a company controlled by that person, or
(b) an Affiliate of that person or an Affiliate of any company controlled by that person.

Amalco means the company formed pursuant to the Amalgamation of BPEx and Subco.

Amalco Shares means the common shares in the capital of Amalco.

Amalgamation means the three-cornered amalgamation to be undertaken pursuant to the BCBCA, as contemplated under the Amalgamation Agreement.

Amalgamation Agreement means the agreement dated April 29, 2025, among FRS, BPEx and Subco pursuant to which, among other things, (i) BPEx and Subco will amalgamate, (ii) all of the holders of BPEx Securities will receive post-Consolidation FRS Securities, and (iii) BPEx will become a wholly-owned subsidiary of the Resulting Issuer; a copy of which has been filed under FRS’s profile on SEDAR+.

Arm’s Length Transaction means a transaction which is not a Related Party Transaction.

Associate means, when used to indicate a relationship with a person or company:
(a) an issuer of which the person or company beneficially owns or controls, directly or indirectly, voting securities entitling him to more than 10% of the voting rights attached to outstanding securities of the issuer;
(b) any partner of the person or company;
(c) any trust or estate in which the person or company has a substantial beneficial interest or in respect of which the person or company serves as trustee or in a similar capacity; and
(d) in the case of a person, a relative of that person including:
(i) that person’s spouse or child, or

vii

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

but where the TSXV determines that two persons shall, or shall not, be deemed to be associates with respect to a Member firm, Member company or holding company of a Member company, then such determination shall be determinative of their relationships in the application of Rule D with respect to that Member firm, Member company or holding company (as “Member” is defined in TSXV Policies).

Author means Donald J. Birak, of Birak Consulting LLP, the qualified person who authored and signed the Cosuño Report.

BCBCA means the Business Corporations Act (British Columbia).

Board means the board of directors of FRS; and following Closing, of the Resulting Issuer.

BPEx means BP Exploration Corp., a private company incorporated under the BCBCA.

BPEx Contingent Share Issuance Obligation means the obligation of BPEx to issue up to 3,500,000 BPEx Shares (or payment of cash equivalent) to Tim Shearcroft, Chief Executive Officer and a director of BPEx and the Resulting Issuer, upon BPEx receiving an NI 43-101 resource estimate (inferred category or better) totalling at least 70,000,000 oz of silver or silver equivalent first being established at the Cosuño or Titiri project.

BPEx Debt Settlement means the shares for debt transaction resulting in the issuance of 1,031,500 BPEx Shares at a price of $0.15 per BPEx Share to settle indebtedness of $154,725.

BPEx Finders’ Warrants means BPEx Share purchase warrants as may be granted by BPEx to various finders, in connection with the BPEx Financing, each such warrant entitling the holder thereof to acquire one BPEx Share on the same terms as the Financing Warrants.

BPEx Securities means collectively the outstanding BPEx Shares, BPEx Warrants, Subscription Receipts and BPEx Finders’ Warrants.

BPEx Shareholders mean the holders of outstanding BPEx Shares, at any particular time.

BPEx Shares means common shares in the capital of BPEx.

BPEx Subsidiaries means (i) Roxwell Silver Minera S.A. (“Roxwell”), a wholly owned Bolivian subsidiary, and (ii) Emisur Minera S.A. (“Emisur”), a private Bolivian company and holder of the Cosuño Property, of which Roxwell owns 52% of the outstanding shares.

BPEx Warrants mean the outstanding warrants in the capital of BPEx as of the Closing Date, including the Financing Warrants, each entitling the holder thereof to acquire one BPEx Share for a set price over a set period of time.

Business means the active business of FRS, BPEx, or the Resulting Issuer, as applicable in the context.

CEO means Chief Executive Officer.

CFO means Chief Financial Officer.

COO means Chief Operating Officer.

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Change of Control
includes situations where after giving effect to a contemplated transaction and as a result of such transaction:
(a) any one Person holds a sufficient number of the voting shares of the issuer or Resulting Issuer to affect materially the control of the issuer or Resulting Issuer, or
(b) any combination of Persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding hold in total a sufficient number of the voting shares of the issuer or Resulting Issuer to affect materially the control of the issuer or Resulting Issuer;
where such Person or combination of Persons did not previously hold a sufficient number of voting shares to affect materially the control of the issuer or Resulting Issuer. In the absence of evidence to the contrary, any Person or combination of Persons acting in concert by virtue of an agreement, arrangement, commitment or understanding, hold more than 20% of the voting shares of the issuer or Resulting Issuer is deemed to materially affect the control of the issuer or Resulting Issuer.

Closing
means the closing of the Qualifying Transaction.

Closing Date
means the date on which Closing occurs.

Completion of the QT
means the date of the Final QT Exchange Bulletin issued by the TSXV.

Computershare
means Computershare Investor Services Inc., FRS’s register and transfer agent.

Consideration Shares
means the 37,208,128 post-Consolidation FRS Shares, which will be issued by FRS in exchange for the BPEx Shares pursuant to the Acquisition.

Consolidation
means the proposed consolidation of the outstanding FRS Shares on the basis of four pre-consolidation FRS Shares for three post-consolidation Resulting Issuer Shares.

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

Cosuño Property
means those 135 mining squares covering 3,375 hectares located in the Thola Pampa Canton, Antonio Quijaro Province, Department of Potosí, Bolivia, and as described in the Cosuño Report.

Cosuño Report
means that technical report on the Cosuño Property entitled “NI 43-101 Technical Report on the Cosuño Project - Antonio Quijarro Province, Department of Potosí, Bolivia” dated March 17, 2025, as prepared for BPEx by the Author.

Cosuño Royalty Agreement
means the royalty agreement dated August 1, 2023 between BPEX and each of Fairfax Mining Corp and Gonzalo Lemuz, whereby BPEX granted a 2.0% net smelter return royalty on the Cosuño Property to Fairfax Mining Corp. and Gonzalo Lemuz.

CPC or Capital Pool Company
means a corporation or trust:

(a) that has filed and obtained a receipt for a preliminary CPC prospectus from one or more of the Commissions in compliance with TSXV Policy 2.4 - Capital Pool Companies; and
(b) in regard to which the Final QT Exchange Bulletin has not yet been issued.

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

Emisur
means Emisur Minera S.A., a private company incorporated in Bolivia which is the holder of the Cosuño Property.

Emisur Purchase Agreement
means that share purchase and sale agreement dated March 16, 2022, as amended, among Roxwell Silver Minera S.A. (a wholly owned subsidiary of BPEx) and three Bolivian nationals who owned all of the outstanding shares of Emisur, whereby Roxwell acquired an initial 52% equity interest in Emisur with the right to acquire the remaining 48% equity interest.

Escrow Agreement
means that agreement among FRS, Computershare and the Principals pursuant to which the Escrow Securities will be held and released over time.

Escrow Securities
means the securities of the Resulting Issuer as held by Principals which will be subject to the Escrow Agreement.

Filing Statement
means this Filing Statement, together with all appendices attached hereto and including the documents incorporated by reference.

Final QT Exchange Bulletin
means the bulletin issued by the TSXV following the closing of the Qualifying Transaction and the submission of all required documentation and that evidences the final TSXV acceptance of the Qualifying Transaction.

Financing
means the private placement of a minimum of $1,350,000 and a maximum of $2,500,000 through the sale, on a non-brokered private placement basis, of BPEx Subscription Receipts at $0.15 per receipt.

Financing Warrants
means the warrants issued upon conversion of the Subscription Receipts, each full warrant entitling the holder to acquire one BPEx Share at $0.20 for a period of two years from the date of issue.

FRS
means Farstarcap Investment Corp.

FRS Debt Settlement
means the shares for debt transaction resulting in the issuance of 266,667 post-Consolidation FRS Shares at a price of $0.15 per post-Consolidation FRS Share to settle indebtedness of $40,000.

FRS Options
mean the incentive stock options outstanding in the capital of FRS as of the Closing Date.

FRS Securities
mean collectively FRS Shares, FRS Options, and FRS Warrants that are outstanding as of Closing.

FRS Shareholders
mean the holders of FRS Shares.

FRS Shares
mean the common shares without par value in the capital of FRS, as they presently exist prior to the Consolidation.

FRS Warrants
mean warrants to acquire FRS Shares, outstanding as of Closing.

Insider
if used in relation to an issuer, means:
(a) a director, senior officer of the issuer;
(b) a director, senior officer of the entity that is an Insider or subsidiary of the issuer;
(c) a person that beneficially owns or controls, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to all outstanding voting securities of the issuer; or
(d) the issuer itself if it holds any of its own securities.

MD&A
means management’s discussion and analysis.

Name Change
means the change of name of FRS to “BP Silver Corp.” upon Closing.

NEO
means “Named Executive Officer”, and has the meaning ascribed to it in Form 51-102F6 – Statement of Executive Compensation under National Instrument 51-102 – “Continuous Disclosure Obligations”.

NI 43-101
means National Instrument 43-101 – Standards of Disclosure for Mineral Properties.

Non-Arm’s Length Party
means:
(a) in relation to a company:
(i) a Promoter, officer, director, other Insider or Control Person of that company and any Associates or Affiliates of any of such persons; or
(ii) another entity or an Affiliate of that entity, if that entity or its Affiliate have the same Promoter, officer, director, Insider or Control Person as the company; and
(b) in relation to an individual, any Associate of the individual or any company of which the individual is a Promoter, officer, director, Insider or Control Person.

Non-Arm’s Length Parties to the QT
means, in this instance, BPEx, the BPEx Shareholders, the Non-Arm’s Length Parties of BPEx, and all other parties to or associated with the Qualifying Transaction and Associates or Affiliates of all such other parties.

Non-Arm’s Length QT
means a proposed Qualifying Transaction where the same party or parties or their respective Associates or Affiliates are Control Persons in both the CPC and in relation to the entity or assets which are to be the subject of the proposed QT.

Principals
mean (i) any person who acted as a Promoter of BPEx or FRS within two years before the Closing Date, (ii) the officers and directors of the Resulting Issuer and BPEx upon Closing, (iii) any person holding securities of the Resulting Issuer carrying more than 20% of the voting rights attached to all Resulting Issuer Shares, and (iv) any person holding securities of the Resulting Issuer carrying more than 10% of the voting rights attached to all Resulting Issuer Shares and who has the right to nominate one or more directors or officers of the Resulting Issuer.

Promoter
has the meaning specified in the Securities Act (British Columbia).

Qualifying Transaction or QT
means, a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another entity or by other means; and in this instance means collectively, FRS’s Acquisition of BPEx via

the Amalgamation Agreement, together with the Consolidation, Name Change, Financing, the BPEx Debt Settlement, the FRS Debt Settlement, the appointment of new management and directors, and any Change of Control resulting therefrom.

Related Party Transaction
has the meaning ascribed thereto in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions.

Replacement Warrants
mean warrants issued by the Resulting Issuer, on Closing, to the holders of BPEx Warrants, each entitling the holder to acquire one Resulting Issuer share on the same terms as set out in the applicable BPEx Warrants.

Resulting Issuer
means FRS following Closing of the Qualifying Transaction.

Resulting Issuer Shares
means the common shares without par value in the capital of the Resulting Issuer, as constituted after giving effect to the Consolidation.

Royalty Agreements
means the Cosuño Royalty Agreement and the Titiri Royalty Agreement.

SEDAR+
means the System for Electronic Document Analysis and Retrieval, the electronic filing system for the disclosure documents of public companies and investments funds across Canada, available at www.sedarplus.ca.

Stock Option Plan
means that plan as approved by FRS Shareholders at the FRS annual general meeting held November 28, 2024, which provides for the grant of incentive stock options.

Subco
means 1299840 B.C. Ltd., a corporation incorporated under the laws of the Province of British Columbia, and a wholly owned subsidiary of FRS.

Subscription Receipts
means those securities to be issued by BPEx pursuant to the Financing, each subscription receipt entitling the holder to automatically receive, without further action or consideration from the holder, one BPEx Share and one-half of one Financing Warrant immediately prior to Closing.

Titiri Royalty Agreement
means the royalty agreement dated August 1, 2023 between BPEx and each of Fairfax Mining Corp. and Gonzalo Lemuz whereby BPEX granted a 2.0% net smelter return royalty on the Titiri project to Fairfax Mining Corp. and Gonzalo Lemuz.

TSXV
means the TSX Venture Exchange.

TSXV Policies
means the policies of the TSXV as set forth in its Corporate Finance Manual.

SUMMARY OF FILING STATEMENT

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

This Filing Statement is being prepared in accordance with TSXV Policy 2.4 and TSXV Form 3B2 in connection with the Qualifying Transaction.

Farstarcap Investment Corp.

FRS was incorporated under the BCBCA on September 22, 2016. FRS is a reporting issuer in British Columbia and Alberta. FRS is a Capital Pool Company listed on the TSXV under the symbol “FRS.P”. Trading of FRS’s Shares was halted on the TSXV on March 14, 2025 upon announcement of the Qualifying Transaction, and has remained halted since that time, pending Closing. FRS’s Shares last traded on March 7, 2025 at $0.045 per share.

FRS’s registered office is located at Suite 704 – 595 Howe Street, Vancouver, B.C V6C 2T5, and its corporate office and principal place of business is 1100 - 1199 West Hastings Street, Vancouver, British Columbia, V6E 3T5.

Other than Subco, FRS has no subsidiaries, Affiliates or Associates.

Business Development

FRS is a capital pool company as defined under TSXV Policy 2.4. It has not carried on any active business other than to look for and complete a Qualifying Transaction.

On May 5, 2025, FRS announced it had entered into the Amalgamation Agreement to acquire all of the issued and outstanding securities of BPEx, which would amount to a Qualifying Transaction.

Summary of the Qualifying Transaction

Amalgamation Agreement

Pursuant to the Amalgamation Agreement: (i) BPEx and Subco will amalgamate, (ii) all of the holders of BPEx Shares will receive corresponding Resulting Issuer Shares on the basis of one Resulting Issuer Share for each BPEx Share held, (iii) all of the holders of BPEx Warrants will receive corresponding Replacement Warrants on the same exchange basis and on the same exercise terms, (iv) BPEx will become a wholly-owned subsidiary of the Resulting Issuer, and (iv) management of the Resulting Issuer will change to reflect nominees of BPEx.

Under the terms of the Amalgamation Agreement, the following will occur on the Effective Date:

(a) the BPEx Subscription Receipts will be converted to BPEx Shares and Financing Warrants;
(b) FRS will complete the Consolidation;
(c) the BPEx Shareholders will receive one Consideration Share for every one BPEx Share held;
(d) FRS will issue Replacement Warrants to the holders of BPEx Warrants on the same basis; and
(e) FRS will acquire all of the outstanding BPEx Shares.

The Amalgamation Agreement contains, among others, the following conditions precedent:

(a) satisfactory completion of due diligence investigations by each of FRS and BPEx of the other;
(b) completion of the Financing, and issuance of BPEx Subscription Receipts;
(c) all necessary regulatory approvals shall have been obtained, including the conditional approval of the TSXV with respect to the Acquisition and in connection with the issuance and distribution of the Consideration Shares, and the listing of the Consideration Shares on the TSXV;
(d) the Amalgamation Agreement and the transactions contemplated thereby, being approved by: (i) the board of directors of FRS; (ii) the board of directors of BPEx; and (iii) the BPEx Shareholders pursuant to a meeting or consent resolution;
(e) each of the acts and undertakings of BPEx to be performed on or before Closing shall have been duly performed by BPEx, including having completed the Financing;
(f) each of the acts and undertakings of FRS to be performed on or before Closing shall have been duly performed by FRS;
(g) dissent rights shall not have been exercised by BPEx Shareholders with respect to the Amalgamation which will in the aggregate represent 10% or more of the outstanding BPEx Shares;
(h) BPEx will commission and receive an independent technical report on its Cosuño Property, in compliance with NI 43-101;
(i) the holders of 9,500,000 BPEx Shares issued at a price of $0.0002 per share (the "Founder's Shares") will cancel one-third of such Founders' Shares; and the holders of 7,258,759 BPEx Shares issued at a price of $0.025 share (the "Seed Shares") will cancel one-half of such Seed Shares;
(j) each cancelled Seed Share will be replaced with one BPEx Warrant exercisable at $0.10 for five years from the date of issue;
(k) BPEx will have made satisfactory arrangements for payment of all of its liabilities, including: (A) completion of the BPEx Debt Settlement; and (B) all loans made by BPEx Shareholders subsequent to the date of the Amalgamation Agreement will be settled in cash from the Financing;
(l) BPEx providing a legal title opinion with respect to confirmation of current title and good standing of the Cosuño Property in form and substance reasonably satisfactory to FRS and the TSXV;
(m) completion of the FRS Debt Settlement;
(n) resignations of certain of the current directors and officers of FRS;
(o) consents from all new directors and officers of the Resulting Issuer; and
(p) execution of the Escrow Agreement by those Principals required by the TSXV.

BP Exploration Corp.

BPEx is a private company, incorporated under the BCBCA on February 10, 2020. The officers and directors of BPEx are:

Tim Shearcroft – CEO and Director
Harry Nijjar – CFO
Mark Cruise – Director
Keith Henderson – Director
Dr. Stewart Redwood – Director

BPEx is engaged in the business of mineral exploration. Its material property is the Cosuño Property, comprised of 135 mining squares covering 3,375 hectares located in the Thola Pampa Canton, Antonio Quijaro Province, Department of Potosí, Bolivia. See “Information Concerning BPEx – General Description of the Business”.

New Management

The Board of the Resulting Issuer will be expanded to five members, consisting initially of four new members - Tim Shearcroft, Mark Cruise, Keith Henderson and Stewart Redwood, and one existing member - Robert McMorran. Tim Shearcroft will become the CEO, Harry Nijjar will become the CFO, and Gonzalo Lemuz, will become the Chief Operating Officer in Bolivia. The following is a brief description of the new officers and directors of the Resulting Issuer:

Tim Shearcroft, Director and Chief Executive Officer

Mr. Shearcroft is the founder of several private mineral exploration companies in Latin America, bringing over 20 years of diverse business experience. He is actively involved in all facets of exploration, including project acquisition and the development of strategic networks. Mr. Shearcroft’s familiarity with the mining sector originated from a family-owned contract drilling business, which provided him with exposure to the industry.

Harry Nijjar, Chief Financial Officer

Mr. Nijjar holds a CPA CMA designation from the Chartered Professional Accountants of British Columbia and a Bachelor of Commerce degree from the University of British Columbia. He is currently the Managing Director of Malaspina Consultants Inc., where he provides Chief Financial Officer and strategic financial advisory services to clients across a diverse range of industries. Over the past 10 years, Mr. Nijjar has worked with both public and private companies in various capacities, demonstrating his expertise in financial management.

Stewart Redwood, Director

Dr. Redwood is an economic geologist, having worked for numerous mining and exploration companies in over 35 countries around the world in a +40-year career, with a specific focus and expertise within Latin America.

Dr. Redwood has a BSc (Hons) first class degree in Geology from the University of Glasgow (1982), and a PhD in Geology from the University of Aberdeen (1986) for his research work on the gold, silver, copper and tin deposits of Bolivia. After working for Oceaneering in Arctic oil exploration, and for the British Geological Survey in mapping and gold exploration in the Scottish Highlands (1986-1989), he returned to Bolivia in 1989 as the Director of Exploration for Mintec S.A., the largest consulting firm in Bolivia. In 1994 he joined Metall Mining Corporation in Panama, later called Inmet Mining Corporation (now First Quantum Minerals Ltd.), as Project Geologist and later Senior Geologist in South and Central America and was latterly the General Manager for Peru. Subsequently he was the Chief Geologist South America for

AngloGold South America Ltd. (now AngloGold Ashanti) in Sao Paulo for the company's mine site and greenfields gold exploration.

He was a co-founder and/or developer of several companies involved in mineral exploration, in countries around the world including Panama, the Dominican Republic, Brazil, Colombia, Peru, Turkey and Ethiopia.

Dr. Redwood is a Fellow of The Institute of Materials, Minerals and Mining (FIMMM), a Fellow of the Geological Society of London (FGS), a Fellow of the Society of Economic Geologists, a Fellow of the Society of Antiquaries of Scotland (FSA Scot), a Member of the Geological Society of America, and an Honorary Member and Director of the Geological Society of Bolivia. Dr. Redwood is bilingual in English and Spanish and also speaks some Portuguese and French. Dr. Redwood is Scottish and resides in Panama and Bolivia.

Mark Cruise, Director

Dr. Mark Cruise is a professional geologist with more than 28 years of international experience in the mining industry, specializing in both base and precious metals. Throughout his career, he has co-founded and led several exploration and development companies. Dr. Cruise began his career as a polymetallic commodity specialist with Anglo American plc. In 2008, he founded Trevali Mining Corporation and served as Chief Executive Officer until 2019. Under his leadership, Trevali evolved from a grassroots discovery into a globally recognized zinc producer with multiple operating mines. He has held senior executive roles at several publicly listed companies on the TSX, TSX Venture, and NYSE American exchanges. Most recently, Dr. Cruise served as Chief Operating Officer and subsequently Chief Executive Officer of New Pacific Metals from 2019 to 2022.

Keith Henderson, Director

Mr. Keith Henderson has over 30 years of international experience in the mineral exploration industry, with a career spanning Africa, Europe, and the Americas. He holds both a B.Sc. (Hons) and M.Sc. in Geology, earned in Europe, and has developed expertise across a broad range of mineral deposit types and commodities. Mr. Henderson began his career with Anglo American Exploration, where he led numerous exploration projects across Europe and North America. In 2007, he joined Cardero Resource Corp. as Executive Vice President. He currently serves as President and CEO of both Latin Metals Inc. and Velocity Minerals Ltd.

Robert McMorran, Director

Mr. McMorran obtained his Chartered Accountant designation in 1981 and has over 35 years of experience working in the mining industry. He is an existing director of FRS. He founded Malaspina Consultants Inc. in July 1997, a private company providing accounting and administrative services to junior public companies. He has held numerous board and senior management positions with a number of public companies since 1991 including Santacruz Silver Mining Ltd, Terra Ventures Inc, Roxgold Gold Inc, and the Canada Dominion Resources Group.

Gonzalo Lemuz, COO

Mr. Lemuz is a Bolivian national and an exploration geologist with over 30 years of experience in both large and small companies, leading exploration programs in Peru, Colombia, Bolivia, and beyond. He has a proven track record in generating and managing projects from initial discovery through to resource definition. Throughout his career, Mr. Lemuz has served as an advisor, director, and officer for multiple mineral exploration companies and is a co-founder of BPEx. He resides in Lima, Peru.

Financing

In conjunction with the Acquisition, BPEx will undertake the Financing through the distribution of a minimum of 9,000,000 Subscription Receipts ($1,350,000) and up to a maximum of 16,666,667 Subscription Receipts ($2,500,000), on a non-brokered private placement basis, at $0.15 per receipt. Each Subscription Receipt will be converted into one BPEx Share and one-half of one Financing Warrant immediately prior to Closing, without any further action or consideration from the holder thereof.

Arm's Length Transaction

The Acquisition is not a Non-Arm's Length QT, nor a Related Party Transaction, as defined in TSXV Policies.

No Shareholders' Approval

FRS will not be obtaining securityholder approval in relation to the Qualifying Transaction.

Interests of Insiders, Promoters, or Control Persons

The following is a summary of the interests of Insiders of FRS, and their respective Associates and Affiliates before and after giving effect to the Qualifying Transaction. No Insider of FRS holds any interest in BPEx.

Insider, Promoter or Control Person (including Associates and Affiliates)	Position	Number and Percentage of FRS Shares prior to Completion of the QT	Number and Percentage of Resulting Issuer Shares upon Completion of the QT and assuming the minimum Financing
Konstantine Tsakumis	Director, CEO	400,000 / 5.96%¹	300,000 / 0.71%²
Robert McMorran	Director, CFO	950,000 / 14.16%¹	779,167 / 1.83%²
Mark Wright	Director	600,000 / 8.94%¹	450,000 / 1.06%²
Neil MacRae	Director	950,001 / 14.16%¹	845,833 / 1.99%²

Based on 6,710,001 FRS Shares issued and outstanding.
Based on 42,507,296 Resulting Issuer Shares outstanding.

No officer or director will receive any collateral benefit as a result of any of the Qualifying Transaction. All officers and directors will resign their positions on Closing, except for Robert McMorran who will continue as a director.

Available Funds and Principal Purposes

Upon completion of the Qualifying Transaction, it is anticipated that the Resulting Issuer will have an estimated working capital of approximately $1,1,164,785 based on (i) FRS's July 31, 2025 working capital deficit of $116,708; (ii) completion of the FRS Debt Settlement; (iii) BPEx's working capital deficit of $268,694 as of July 31, 2025; (iv) completion of the BPEx Debt Settlement; and (v) the net minimum proceeds from the Financing of $1,350,000. It is the Resulting Issuer's intention to use the funds available upon completion of the Qualifying Transaction for a period of 12 months after Closing as follows:

Principal Use of Funds	Estimated Amount (minimum Financing)	Estimated Amount (Maximum Financing)
Balance of costs related to the Qualifying Transaction¹	$85,000	$85,000

Principal Use of Funds	Estimated Amount (minimum Financing)	Estimated Amount (Maximum Financing)
Finders’ fees payable for the Financing	$81,000	$120,000
Mineral Exploration, as recommended in the Cosuño Report²	$505,400	$505,400
Resulting Issuer G&A expenses for 12 months	$173,160	$173,160
Property Payment³	$140,000	$140,000
Annual Property Maintenance Fees	$41,546	$41,546
Unallocated Working Capital	$138,679	$1,318,186
Total	$1,164,785	$2,383,292

Includes legal fees, auditor costs and TSXV filing fees.
Canadian dollar equivalent to US$361,000.
Canadian dollar equivalent to US$100,000.

There may be circumstances where, for sound business reasons, a reallocation of funds may be necessary. For additional information regarding the funds available to the Resulting Issuer and the proposed use of those funds, see “Information Concerning the Resulting Issuer – Available Funds and Principal Purposes”.

Selected Pro-Forma Consolidated Financial Information

The following table sets forth selected pro-forma consolidated financial information of the Resulting Issuer as at March 31, 2025 after giving effect to the QT and should be read in conjunction with FRS’s pro-forma consolidated statement of financial position attached to this Filing Statement.

Item	Amount
Current Assets	$1,285,107
Exploration and evaluation assets	$159,346
Total Assets	$1,444,453
Current Liabilities	$107,179
Total Liabilities	$174,746
Shareholders’ Equity	$1,269,707

Market Price of FRS Shares

The FRS Shares are listed on the TSXV under the symbol “FRS.P”. Trading of FRS’s Shares was halted on the TSXV on March 14, 2025 upon announcement of the Qualifying Transaction, and has remained halted since that time, pending Closing. FRS’s Shares last traded on March 7, 2025 at $0.045 per share.

Conflicts of Interest

There are no conflicts of interest as to any director, officer, Promoter or Control Person of either FRS or BPEx regarding the Qualifying Transaction.

Conditional Listing Approval

The TSXV has conditionally accepted the Qualifying Transaction subject to FRS fulfilling all of the requirements of the TSXV.

Interests of Certain Persons

The only opinions or reports described or included in this Filing Statement are:

(i) those of FRS’s auditors – Baker Tilly WM LLP, Chartered Professional Accountants (“Baker Tilly”), pertaining to FRS’s audited consolidated financial statements as at and for the fiscal years ended September 30, 2024 and 2023. Baker Tilly has advised that they are independent of FRS in accordance with the Chartered Professional Accountants of British Columbia Rules of Professional Conduct.

(ii) those of BPEx’s auditors – De Visser Gray LLP, Chartered Professional Accountants (“De Visser Gray”), pertaining to BPEx’s audited financial statements as at and for the fiscal years ended September 30, 2024 and 2023. De Visser Gray has advised that they are independent of BPEx in accordance with the Chartered Professional Accountants of British Columbia Rules of Professional Conduct.

(iii) those of the Author of the Cosuño Report. The Author states in the Cosuño Report that he is independent of BPEx, and holds no interest in the Property.

See “General Matters - Interests of Certain Persons”.

Risk Factors

There are numerous risks associated with the Qualifying Transaction and the business of mineral exploration, including those listed below:

The completion of the Qualifying Transaction is subject to TSXV approval. There can be no assurance that all necessary approvals will be obtained.
Further exploration of the Resulting Issuer’s material mineral properties will require additional capital; and the amount may be significant. There is no assurance that it will be successful in obtaining the required financing for these or other purposes, including for general working capital.
There may not be an active and liquid trading market for the Resulting Issuer Shares, and the market price for the Resulting Issuer Shares could be subject to wide fluctuations.
BPEx has no history of earnings or profitability.
Both FRS and BPEx have had negative operating cash flow in the past, and will continue to have negative operating cash flow for the foreseeable future.
BPEx’s mineral properties are at the initial exploration stage only. While the Cosuño Property is more advanced, there is no assurance that any resources will be discovered, or if discovered that the same will be economic.
The Cosuño Property will be the only material mineral property held by the Resulting Issuer. If BPEx fails to acquire the remaining 48% interest in Emisur, it will lose all of its interests in the Cosuño Property.
Changes to any of the laws, rules, regulations or policies, particularly those within Bolivia, to which the Resulting Issuer is subject could have a significant impact on the Resulting Issuer’s business.
All of the Resulting Issuer’s exploration and development operations will be subject to environmental permitting and regulations, which can make operations expensive or prohibit them altogether.

For a comprehensive list, see “Risk Factors” below.

INFORMATION CONCERNING FRS

The following information is presented on a pre-Closing basis and is reflective of the current business, financial and share capital of FRS. See “Information Concerning the Resulting Issuer” for pro forma business, financial and share capital information relating to the Resulting Issuer.

Corporate Structure

Name and Incorporation

FRS was incorporated under the BCBCA on September 22, 2016. FRS is a reporting issuer in British Columbia and Alberta. FRS is a capital pool company listed on the TSXV under the symbol “FRS.P”. Trading of FRS’s Shares was halted on the TSXV on March 14, 2025 upon announcement of the Qualifying Transaction, and has remained halted since that time, pending Closing. FRS’s Shares last traded on March 7, 2025 at $0.045 per share.

FRS’s registered office is located at Suite 704 – 595 Howe Street, Vancouver, B.C. V6C 2T5. The address of FRS’s corporate office and principal place of business is 1100 - 1199 West Hastings Street, Vancouver, British Columbia, V6E 3T5.

Intercorporate Relationships

Other than Subco, FRS has no subsidiaries, Affiliates or Associates. Subco is a wholly owned subsidiary of FRS, incorporated solely for the purpose of completing the Amalgamation with BPEx.

General Development of FRS’s Business

History

FRS is listed on the Exchange as a CPC under the CPC Policy. Since its incorporation, FRS’s sole business has been the search for an appropriate transaction that will qualify as a Qualifying Transaction under the CPC Policy.

On November 13, 2018, FRS completed an initial public offering of FRS Shares for aggregate gross proceeds of $250,000, which amount has been used by FRS to identify and evaluate businesses or assets with a view to completing a Qualifying Transaction.

FRS had identified and evaluated a number of different businesses opportunities with a view to completing a Qualifying Transaction, but none had come to fruition.

On October 25, 2019, FRS entered into an amalgamation agreement with A4 Systems Corporation (“A4”) and 2225144 Alberta Inc., FRS’s subsidiary in Alberta, pursuant to which A4 and 2225144 Alberta Inc. agreed to amalgamate and continue as one subsidiary of FRS, in consideration of which FRS agreed to issue its common shares to the shareholders of A4. FRS ultimately decided not to proceed with the transaction and it was terminated on July 3, 2020. 2225144 Alberta Inc. was voluntarily dissolved on April 29, 2021.

On September 24, 2020, FRS entered into a letter of intent with Jex Andacollo Corporation (“JAC”) whereby FRS would acquire certain leasehold and other joint venture interests owned by JAC including its interest in a commercial agreement covering its heap leach gold and copper enhanced recovery project located in Chile, in consideration of which FRS would issue its common shares to JAC or its designees. FRS ultimately decided not to proceed with the transaction and it was terminated on April 12, 2021.

On June 1, 2022, FRS announced the resignation of Mr. James Harris as a director of FRS.

On September 14, 2023, FRS entered into a letter of intent, as amended, with HerdWhistle Technologies Inc. (“HWT”) whereby FRS agreed to acquire all of the issued and outstanding securities of HWT, a company

{02904377;1}

engaged in providing livestock farming solutions. FRS and HWT terminated the transaction on February 26, 2024.

On August 27, 2024, FRS completed a non-brokered private placement financing of 1,100,000 FRS Shares at a price of $0.05 per FRS Share for gross proceeds of $55,000. The entire private placement was subscribed by insiders of FRS.

Except as specifically contemplated by the CPC Policy, FRS has not, and until Closing will not, carry on any business other than the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction.

General Description of the Qualifying Transaction

Pursuant to the Amalgamation Agreement: (i) BPEx and Subco will amalgamate, (ii) all of the holders of BPEx Shares will receive corresponding Resulting Issuer Shares on the basis of one Resulting Issuer Share for each BPEx Share held, (iii) FRS will receive one Amalco Share for each Resulting Issuer Share issued, (iv) all of the holders of BPEx Warrants will receive corresponding Replacement Warrants on the same exchange basis and on the same exercise terms, (v) BPEx will become a wholly-owned subsidiary of the Resulting Issuer, and (vi) management of the Resulting Issuer will change to reflect nominees of BPEx.

Under the terms of the Amalgamation Agreement, the following will occur on the Effective Date:

(a) the BPEx Subscription Receipts will be converted to BPEx Shares and BPEx Warrants;
(b) FRS will complete the Consolidation;
(c) the BPEx Shareholders will receive the Consideration Shares on a pro-rata basis;
(d) FRS will issue Replacement Warrants to the holders of BPEx Warrants on the same basis; and
(e) FRS will acquire all of the outstanding BPEx Shares.

The Amalgamation Agreement contains, among others, the following conditions precedent:

(j) each cancelled Seed Share will be replaced with one BPEx Warrant exercisable at $0.10 for five years from the date of issue;
(k) BPEx will have made satisfactory arrangements for payment of all of its liabilities, including: (A) completion of the BPEx Debt Settlement; and (B) all loans made by BPEx Shareholders subsequent to the date of the Amalgamation Agreement will be settled in cash from the Financing;
(l) BPEx providing a legal title opinion with respect to confirmation of current title and good standing of the Cosuño Property in form and substance reasonably satisfactory to FRS and the TSXV;
(m) Completion of the FRS Debt Settlement, whereby a total debt of $40,000 will be settled by the issuance of 266,667 post-Consolidation FRS Shares at a price of $0.15 per post-Consolidation FRS Share;
(n) resignations of certain of the current directors and officers of FRS;
(o) consents from all new directors and officers of the Resulting Issuer; and
(p) execution of the Escrow Agreement by those Principals required by the TSXV.

In conjunction with closing, FRS will complete the Name Change.

The Acquisition is not a “Non-Arm’s Length Qualifying Transaction” pursuant to TSXV Policies and, as such, FRS is not required to obtain shareholder approval for the Acquisition.

None of the Non-Arm’s Length Parties to FRS have any direct or indirect beneficial interest in BPEx or the BPEx Shareholders. None of the Arm’s Length Parties to FRS are Insiders to BPEx. There is no relationship between or among the Non-Arm’s Length Parties to FRS and the Non-Arm’s Length Parties to the Qualifying Transaction.

There are no finder’s fees payable in connection with the Qualifying Transaction.

FRS has applied for a waiver from the TSXV of the sponsorship requirements.

Financing

In conjunction with the Acquisition, BPEx will undertake the Financing through the distribution of a minimum of 9,000,000 BPEx Subscription Receipts ($1,350,000) and a maximum of 16,666,667 BPEx Subscription Receipts ($2,500,000), on a non-brokered private placement basis, at $0.15 per receipt. Each Subscription Receipt will convert to one BPEx Share and one-half of one Financing Warrant immediately prior to Closing, without any further action or consideration from the holder thereof.

BPEx anticipates paying finders fees of up to 6.0% in cash and up to 6.0% BPEx Finders’ Warrants (each Finders’ Warrant exercisable on the same terms as the Financing Warrants). Finder fees will only be paid to parties who are not insiders of either BPEx and FRS.

The net proceeds of the Financing will be used for the purposes set out in this Filing Statement.

Capital Structure

The following table outlines the expected number of Resulting Issuer Shares to be outstanding on a fully diluted basis after giving effect to the Qualifying Transaction (all on a post-Consolidation basis):

	Number of Resulting Issuer Shares (minimum Financing)	Number of Resulting Issuer Shares (maximum Financing)
Shares of FRS outstanding	5,032,501	5,032,501
Consideration Shares issuable in exchange for BPEx Shares	37,208,128^{1,2}	44,874,794^{1,3}
FRS Debt Settlement	266,667	266,667

Sub-total	42,507,296	50,173,962
Resulting Issuer Shares issuable upon exercise of Replacement Warrants	8,129,380^{4,5}	11,962,713^{4,6}
Resulting Issuer Shares issuable upon exercise of incentive stock options	3,590,000^{7}	3,590,000^{7}
Resulting Issuer Shares issuable upon satisfaction of BPEX Contingent Share Issuance Obligation	3,500,000	3,500,000
Total	57,726,675	69,226,675

Includes (i) cancellation of 3,166,667 Founder's Shares, (ii) cancellation of 3,629,380 Seed Shares, and (iii) the issuance of 1,031,500 BPEx Shares at $0.15 per share to settle indebtedness of $154,725 under the BPEx Debt Settlement.
Assumes the issuance of 9,000,000 BPEx Shares under the minimum Financing.
Assumes the issuance of 16,666,667 BPEx Shares under the maximum Financing.
Includes the issuance of 3,629,380 BPEx Warrants upon cancellation of an equivalent number of Seed Shares.
Assumes the issuance of 4,500,000 Financing Warrants upon conversion of Subscription Receipts under the minimum Financing, and that nil BPEx Finders' Warrants are issued.
Assumes the issuance of 8,333,333 Financing Warrants upon conversion of Subscription Receipts under the maximum Financing, and that nil BPEx Finders' Warrants are issued.
It is expected that 3,590,000 stock options will be issued on Closing by the new Board, under the FRS Option Plan (which will be continued by the Resulting Issuer), exercisable at $0.15 per share for five years.

New Management

For more details see "Information Concerning the Resulting Issuer – Directors, Officers and Promoters".

Selected Financial Information

The audited annual financial statements of FRS for the fiscal years ended September 30, 2024 and 2023 and unaudited interim financial statements for the six-months ended March 31, 2025 are incorporated by reference in and form part of this Filing Statement. The following table sets forth selected financial information of FRS for such periods. Such information is derived from FRS's financial statements and should be read in conjunction with such financial statements.

	Six-Months Ended March 31, 2025	Year Ended Sept. 30, 2024	Year Ended Sept. 30, 2023
Total revenue	$nil	$nil	$nil
Total expenses	$53,967	$67,315	$51,110
Net loss	($53,967)	($67,315)	($51,110)
Total comprehensive loss	($53,967)	($67,315)	($51,110)
Cash	$10,142	$59,881	$28,937
Total assets	$15,471	$62,298	$31,361
Current liabilities	$62,696	$55,556	$9,045
Working capital (deficit) 1	($47,225)	$6,742	$22,316
Long term liabilities	$nil	$nil	$nil
Shareholders' equity	($47,225)	$6,742	$22,316

A non-IFRS metric, calculated as current assets minus current liabilities.

Management Discussion and Analysis

MD&A for the financial year ended September 30, 2024 is incorporated by reference in and forms part of this Filing Statement. The MD&A should be read in conjunction with FRS’s audited annual consolidated financial statements for the fiscal years ended September 30, 2024 and 2023 together with the notes thereto.

MD&A for the six-month period ended March 31, 2025 is also incorporated by reference in and forms part of this Filing Statement. The MD&A should be read in conjunction with FRS’s unaudited condensed consolidated interim financial statements for the six-month period ended March 31, 2025 together with the notes thereto.

Description of Securities

Common Shares

The authorized capital of FRS consists of an unlimited number of common shares with no par value. As of the date of this Filing Statement, 6,710,001 FRS Shares are issued and outstanding, as fully paid and non-assessable (5,032,500 post-Consolidation Shares). The holders of FRS Shares are entitled to dividends, if, as and when declared by the Board, to one vote per FRS Share at FRS Shareholder meetings, and upon liquidation, to share equally in such assets of FRS as are distributable to the FRS Shareholders. All Shares to be outstanding after completion of the Qualifying Transaction will be fully paid and non-assessable, and will not be subject to any pre-emptive rights, conversion or exchange rights, redemption, retraction, purchase for cancellation or surrender provisions, sinking or purchase fund provisions, provisions permitting or restricting the issuance of additional securities or provisions requiring a Shareholder to contribute additional capital.

Warrants

There are no warrants outstanding in the capital of FRS.

Options

There are no stock options outstanding in the capital of FRS.

FRS has in place a 10% “rolling” stock option plan (the “Stock Option Plan”). The following information is a summary of the Stock Option Plan. Capitalized terms not otherwise defined herein are as defined in the Stock Option Plan.

For so long as the Company is a CPC, notwithstanding any other provision in the Stock Option Plan and as set out in this summary, the following additional terms, conditions and restrictions shall apply:
Options granted by the Company may only entitle the Optionee to acquire Common Shares.
Options may only be granted to a director or officer of the Company, and where permitted by applicable securities laws, a technical consultant whose particular industry expertise in relation to the business of the Vendors or the Target Company, as the case may be, is required to evaluate the proposed Qualifying Transaction, or a company, all of whose securities are owned, directly and indirectly, by such a director, officer or technical consultant;
The total number of Common Shares reserved for issuance pursuant to Options may not exceed 10% of the Common Shares outstanding as at the date of grant of the respective Option;
The number of Common Shares reserved for issuance pursuant to Options granted to any individual director or officer may not exceed 5% of the Common Shares outstanding as of the date of grant of any Option. The number of Common Shares reserved for issuance pursuant to Options granted to

all technical consultants may not exceed 2% of the Common Shares outstanding as of the date of grant of any Option;

No Options may be granted to any person providing Investor Relations Activities or promotional or market-making services;
The exercise price of any Option granted prior to the closing of the Company’s IPO may not be less than the lowest price at which Seed Shares were issued by the Company;
No Option may be granted by the Company unless the Optionee first enters into a CPC Escrow Agreement agreeing to deposit the Option, and the Common Shares acquired pursuant to the exercise of the Option, into escrow as described in Policy 2.4 of the Exchange, as amended. All Options granted while the Company is a CPC, and all Common Shares issued pursuant to the exercise of such Option, must be held in escrow in accordance with the terms of the CPC Escrow Agreement and Policy 2.4 of the Exchange, as amended; and
All Options granted while the Company is a CPC must expire no later than 12 months after the Optionee ceases to be a director, officer or technical consultant of the Company or of the Resulting Issuer, as the case may be, subject to any earlier expiry date of such Option.
The aggregate number of Common Shares that may be reserved for issuance pursuant to Options shall not exceed 10% of the outstanding Common Shares at the time of the granting of an Option, less the aggregate number of Common Shares then reserved for issuance pursuant to the Company's other previously established or proposed share compensation arrangements. For greater certainty, if an Option is surrendered, terminated or expires without being exercised, the Common Shares reserved for issuance pursuant to such Option shall be available for new Options granted under this Plan.
The exercise price per Common Share for an Option shall in no event be less than the Market Price, less, if the Common Shares are listed on the Exchange the maximum discount permitted by the Exchange, at the time of granting the Option. The Company must obtain disinterested Shareholder approval of any decrease in the exercise price of or an extension to Options granted to individuals that are Insiders at the time of the proposed amendment.
The number of Common Shares reserved for issuance under this Plan and the Company's other previously established or proposed share compensation arrangements to (a) any one Person, shall not exceed 5% of the outstanding Common Shares in any 12-month period (unless the Company has obtained Disinterested Shareholder Approval to exceed such limit); (b) any one Consultant shall not exceed 2% of the outstanding Common Shares in any 12-month period at the time of the grant; (c) all Investor Relations Service Providers shall not exceed an aggregate of 2% of the outstanding Common Shares in any 12-month period at the time of the grant; (d) to Insiders within a one-year period, shall not exceed 10% of the outstanding Common Shares in any 12-month period.
Upon expiry of an Option, or in the event an Option is otherwise terminated for any reason, the number of shares in respect of the expired or terminated Option shall again be available for the purposes of the Stock Option Plan. All Options granted under the Stock Option Plan, unless sooner terminated, have a term not exceeding and shall therefore expire no later than ten (10) years after the date of the grant (subject to extension where the expiry date falls within a blackout period).
If an Optionee dies or suffers any inability of the Optionee arising due to medical reasons which the Board considers likely to permanently prevent or substantially impair such Optionee being able to provide the services necessary to qualify as a Permitted Optionee (a “Disability”) prior to otherwise ceasing to be a

Permitted Optionee, each Option held by such Optionee shall terminate and shall therefore cease to be exercisable no later than the earlier of the Expiry Date and the date which is twelve months after the date of the Optionee’s death or Disability.

If an Optionee is terminated or removed for cause, each Option held by such Optionee shall terminate and shall therefore cease to be exercisable upon such termination for cause, unless otherwise determined by the Board.
If an Optionee ceases to be a Permitted Optionee for any reason other than death, Disability or termination or removal for cause, any Option shall be exercisable to the extent that it has vested and was exercisable as at the date of such cessation, unless further vesting is permitted by the Board, and will terminate (i) 90 days after the date such Optionee ceased to be a Permitted Optionee; or (ii) if the Optionee is subject to the tax laws of the United States of America, the earlier of 90 days after the date such Optionee ceased to be a permitted Optionee and the three months after the date such Optionee ceased to be a Permitted Optionee.
The Board retains the discretion to impose vesting periods on any Options granted. In accordance with the policies of the Exchange, Options granted to Investor Relations Service Providers must vest in stages over a minimum of 12 months with no more than one-quarter of the Options vesting in any three-month period. Subject to the approval of the Exchange if the Optionee is an Investor Relations Service Provider, the Board may advance, at any time, the dates upon which any or all Options shall vest and become exercisable.
Options may be exercised in whole or in part at any time prior to their lapse or termination. Common Shares purchased by an Optionee on the exercise of an Option shall be fully paid at the time of their purchase.
Subject to the approval of the Board, in its discretion, an Optionee (other than an Optionee that is an Investor Relations Service Provider) may exercise an Option by means of a “cashless exercise” as follows: (a) the Brokerage shall loan money to the Optionee to exercise the Options; (b) The Brokerage shall sell a sufficient number of Common Shares to cover the aggregate exercise price of the Options being exercised in order to repay the loan made to the Optionee by the Brokerage; and (c) the Brokerage shall receive an equivalent number of Common Shares from the exercise of the Options by the Optionee, and the Optionee shall then receive the balance of the Common Shares from the exercise of the Option or the cash proceeds from the balance of such Common Shares.
Subject to the approval of the Board, in its discretion, an Optionee (other than an Optionee that is an Investor Relations Service Provider) may exercise an Option by means of a “net exercise”, where the Optionee shall not be required to deliver payment of the exercise price in respect of the subject Option being so exercised, and instead the Optionee shall receive only the number of Common Shares that is equal to the quotient obtained by dividing: (a) the product of (i) the number of Common Shares in respect of which the subject Option is being exercised, and (ii) the difference between the VWAP of the Common Shares and the exercise price of the subject Option; by (b) the VWAP of the Common Shares.
If an Option expires during a Blackout Period, the term of the Option shall be extended and the Option shall expire 10 business days after the termination of such Blackout Period, provided that: (i) the Blackout Period was formally imposed by the Company pursuant to its internal trading policies as a result of the bona fide existence of undisclosed Material Information, (ii) the Blackout Period expired upon the general disclosure of the undisclosed Material Information and (iii) the Company is not subject to a cease trade order or similar order under applicable securities laws.
If the Common Shares are at any time increased, decreased or changed into or exchanged for a different number or kind of shares or securities of the Company through an amalgamation, merger, arrangement,

reorganization, spin-off or recapitalization, subject to the prior approval of the Exchange, an appropriate and proportionate adjustment shall be made by the Board, in its discretion.

If the Common Shares are at any time subdivided or consolidated, the number of Common Shares reserved for Options shall be similarly increased or decreased proportionately and the price payable for any Shares that are then subject to issuance shall be decreased or increased proportionately.
If the Common Shares are at any time changed as a result of the declaration of a stock dividend thereon, the number of Shares reserved for Options shall be increased proportionately and the price payable for any Common Shares that are then subject to issuance shall be decreased proportionately so that upon exercising each Option the same proportionate shareholdings at the same aggregate purchase price shall be acquired after such stock dividend as would have been acquired before, subject to the prior approval of the Exchange (if required).
No adjustment shall be made to any Option pursuant to this Part in respect of the payment of any cash dividend or the distribution to the shareholders of the Company of any rights to acquire Common Shares or other securities of the Company.

Other Securities

There are no other securities in the capital of FRS currently outstanding.

Prior Sales

The following table outlines the securities sold by FRS within the 12 months before the date of this Filing Statement (all on a pre-Consolidation basis):

Date	Type of Security	Price per Security	Number of Securities	Comment
August 27, 2024	FRS Shares	$0.05	1,100,000^{1}	Private Placement

All of these shares are subject to escrow. See “Information Concerning the Resulting Issuer – Escrowed Securities.”

Stock Exchange Price

FRS Shares are listed for trading on the TSXV. The following table sets out trading information for FRS Shares for the periods indicated, as reported by the TSXV. Trading of FRS Shares was halted on March 14, 2025 (and has remained halted since that time) pending Closing of the Qualifying Transaction. FRS’s Shares last traded on March 7, 2025 at $0.045 per share.

Period	High	Low	Trading Volume
March 1 to March 14, 2025	$0.05	$0.045	20,000
Month ended Feb. 28, 2025	$0.05	$0.05	-
Month ended Jan. 31, 2025	$0.05	$0.05	-
Quarter ended Dec. 31, 2024	$0.065	$0.035	14,000
Quarter ended Sept. 30, 2024	$0.04	$0.035	30,000
Quarter ended June 30, 2024	$0.04	$0.035	3,000
Quarter ended March 31, 2024	$0.04	$0.035	6,829
Quarter ended Dec. 31, 2023	$0.04	$0.04	-
Quarter ended Sept. 30, 2023	$0.055	$0.04	3,580
Quarter ended June 30, 2023	$0.06	$0.055	23,000

Non-Arm's Length Transactions/Arm's Length Transactions

Non-Arm's Length Transactions

FRS has not acquired any assets or services nor proposes to obtain any assets or services from: (i) any director or officer of the Issuer; (ii) any securityholder disclosed in this Filing Statement as a principal securityholder, either before or after giving effect to the Qualifying Transaction; or (iii) any Associate or Affiliate of any of the persons or companies referred to above, in any transaction completed within 24 months before the date of this Filing Statement other than the following:

On August 27, 2024, FRS closed a non-brokered private placement and issued 1,100,000 FRS Shares at a price of $0.05 per share for gross proceeds of $55,000. Each of Robert McMorran and Neil MacRae, directors of FRS, subscribed for 550,000 FRS Shares of this private placement.
On September 26, 2024, FRS received $30,000 in loans from two directors of FRS. The loans do not bear interest and are due on demand.

No executive compensation has ever been paid by FRS to any of its named executive officers or directors.

Arm's Length Transactions

The proposed Qualifying Transaction is not a Non-Arm's Length Qualifying Transaction.

Legal Proceedings

There are no legal proceedings to which FRS is, or has been, a party or of which its property or assets is, or has been, the subject matter; and to the reasonable knowledge of management of FRS, there are no such proceedings contemplated.

Auditor, Transfer Agent and Registrar

Auditor

Baker Tilly WM LLP, Chartered Professional Accountants (“Baker Tilly”) are FRS’s auditors. Baker Tilly has advised that they are independent with respect to FRS in accordance with the Chartered Professional Accountants of British Columbia Code of Professional Conduct.

Transfer Agent and Registrar

FRS’s transfer agent and registrar is Computershare Investor Services Inc 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1

Material Contracts

FRS has not entered into any material contracts, except in the ordinary course of business, which are currently in force or effect, other than as follows:

(a) the Amalgamation Agreement;
(b) the Stock Option Plan; and
(c) an escrow agreement among FRS, Computershare and certain shareholders of FRS whereby an aggregate of 3,120,001 FRS Shares are held in escrow to be released as to 25% on the completion of a Qualifying Transaction, and 25% on each of the dates six, 12 and 18 months following the initial release.

Copies of the foregoing agreements will be available for inspection at the registered offices of Suite 704 – 595 Howe Street, Vancouver, B.C. V6C 2T5 during ordinary business hours, until completion of the Qualifying Transaction and for a period of 30 days thereafter.

INFORMATION CONCERNING BP EXPLORATION CORP.

The following information is presented on a pre-Closing basis and is reflective of the current business, financial and share capital of BPEx. See “Information Concerning the Resulting Issuer” for pro forma business, financial and share capital information relating to the Resulting Issuer.

Corporate Structure

Name and Incorporation

BPEx is a private company, incorporated under the BCBCA on February 10, 2020. The address of BPEx’s corporate office and principal place of business is Suite 1100-1199 West Hastings Street, Vancouver, B.C., V6E 3T5, Canada.

Intercorporate Relationships

BPEx has one wholly-owned subsidiary – Roxwell Silver Minera S.A., a private company incorporated in Bolivia (“Roxwell”). Roxwell owns 52% of the equity of Emisur Minera S.A., a private company incorporated in Bolivia (“Emisur”) which is the holder of the Cosuño Property.

*The 100 issued shares of Roxwell are held 98 directly by BPEx and one by each of Alejandra Guevara and Gonzalo Lemuz, both of whom is holding such share as nominee, agent and bare trustee for and on behalf of and for the sole benefit and account of BPEx.

**The 50 issued shares of Emisur are held 26 by BPEx and 24 by three Bolivian residents (the “Minority Shareholders”). Pursuant to the Emisur Purchase Agreement, the Minority Shareholders have (i) placed their shares in escrow pending BPEx exercising its right to acquire them, (ii) agreed that Roxwell will be entitled to appoint the majority of directors and officers, and (iii) agreed not to amend the corporate structure of Emisur, issue or transfer any shares of Emisur, modify the corporate purpose of Emisur, or pay any dividends or similar amounts.

The officers and directors of Roxwell are Timothy Shearcroft (Director), Gonzalo Lemuz (Director), and Maria Alejandra Guevara Seleme (Director and Secretary).

The officers and directors of Emisur are Timothy Shearcroft (Director), Gonzalo Lemuz (Director and President), Maria Alejandra Guevara Seleme (Director and Secretary), Jorge Mauricio Galindo Canedo (Director), and Alejandra Kempff Pereira (Director).

Description of the Business

Established in 2020, BPEx is a privately-owned British Columbia company seeking to develop certain mineral property interests in Bolivia.

History

BPEx was incorporated on February 10, 2020 under the BCBCA. On March 16, 2022, Roxwell entered into the Emisur Purchase Agreement pursuant to which:

Roxwell acquired an initial 52% equity interest in Emisur through the purchase of 26 outstanding shares of Emisur from the three Bolivian citizens who owned Emisur, in consideration of the sum of US$100,000 and agreeing to assume all obligations associated with the Cosuño Property.
Roxwell must acquire the remaining 48% interest in Emisur (24 shares that remain held by the three vendors) by the payment of US$2,400,000 as follows:

(i) US$100,000 on or before September 30, 2025;
(ii) an additional US$150,000 on or before September 30, 2026; and
(iii) the balance of US$2,150,000 on or before September 29, 2028.

The failure of Roxwell to make any of the three remaining payments will terminate the Emisur Purchase Agreement, and Roxwell will forfeit any and all interest it holds in Emisur and the Cosuño Property.

Cosuño Property

The Cosuño Property is the only material mineral property interest held by BPEx. The Titiri project represents mineral claims on which Roxwell has not performed any material exploration activities, and BPEx does not intend to expend material amounts towards its exploration in the near future. The following description of the Cosuño Property is extracted from the Cosuño Report, which is available for inspection upon request, and is available for review on SEDAR+, and is incorporated by reference herein.

Project Description, Location and Access

The Cosuño Property (in this section, referred to as the "Property") is located in the Thola Pampa Canton, Antonio Quijaro Province, Department of Potosí, Bolivia. The Property center is approximately 20°14'S latitude, 66°40'W longitude. The Property is located in the Eastern Cordillera near its border with the Altiplano. Three prominent peaks – Pocañita Chico, Pocañita Grande, Jalsuri Peak – occur at the Property. Surface elevation at Property averages about 3,750 meters (12,300 feet) with peak elevation of 5,243 m (+17,200 feet).

Emisur Minera S.A. ("Emisur"), a private Bolivian company is the holder of the Property, holding a Transitory. Mining Authorization ("ATE" - as granted by the Bolivian State as the sole proprietor of mineral resources in the country). The ATE totals 3,375 hectares (33.75 km²).

ATE holders have the right to:

carry out mining exploration and prospecting activities in the mining area indicated in the ATE for a determined term;
commercialize the eventual mineral production that is obtained exclusively from the exploration activities;
a preferential right which allows the holder to request the signing of an Administrative Mining Contract ("AMC") on the mining area over any other interested party; and

a right of way, which allows transit through the land and/or neighboring properties to access the holder’s license area, under prior agreement with the landowner, and to build paths, roads, bridges, pipelines, aqueducts, power lines, railway lines and install the necessary basic services, at its own expense and cost.

In order to maintain an ATEs in good standing, the holder must:

commence exploration and prospecting activities within one year from date of the grant of the license;
not suspend activities for more than one year without justifiable reason;
deliver reports each semester on the progress of activities to government;
pay the mining patent fees every year in advance;
obtain the required environmental license before conducting prospecting and exploration activities in the area; and
not breach the prohibition to exploit minerals in the area.

A mining royalty is payable to the Bolivian government based on the gross sale value of minerals and varies between 3% and 7%. Annual mining patent fees must be paid in advance.

All surface lands are owned by the Bolivian government and with respect to the Property are controlled by the community of Thola Pampa. Emisur signed a five-year agreement with Thola Pampa on March 29, 2023 with a commencement date of January 13, 2024, extending through January 13, 2029.

Prior to conducting prospecting and exploration activities, holders of ATEs must have their corresponding environmental licenses, which contain the necessary permits and authorizations to operate. Further, all environmental protection measures required by the environmental authority for the development of activities on a property must be adhered to. Emisur was granted an environmental license by the government of the Department of Potosí on November 20, 2023. Once granted, the Environmental License has no expiration date but will only allow Emisur to conduct prospecting and exploration activities.

The Property is accessed via 55 kms of paved and gravel roads leading northeast from Uyuni, a full-service community of about 30,000 people. The main paved road is Highway 5 which connects Uyuni with Potosí. From Highway 5, the Property is accessed by 6.4 km of unimproved dirt/gravel road to the small community of Thola Pampa, then another 27 km of similar roads to the Property center.

Water for exploration activities is provided from the village of Thola Pampa. At this stage in the development of the Property, there is no need for power to support the current level of activities. Power to the sample storage facilities in the community of Thola Pampa is provided by the community grid.

The Author believes the size of the ATE, at 3,375 hectares, is sufficient to permit efficient current and planned exploration on the Property as described in the Cosuño Report.

History

The exploration and mining history of the Property dates back to the Spanish colonial times of the mid 1500’s.

The bulk mineable silver potential was explored by the German Mission in 1990-1993 and Compañía Minera La Rosa at the same time, but no drilling was conducted.

In the 1990’s, a limited amount of exploration work was undertaken by two private Bolivian companies, including (i) phase 1 stream sediment sampling, (ii) geological mapping, channel sampling in 16 prospects, follow up in eight targets; driving an exploration adit 60 m in the Pocalleta zone; mapping 1:2000, soil

geochemistry grid 25m x 25m, geophysics lines for IP, VLF, EM; ore microscopy; electron microprobe mineral chemistry; fluid inclusions; XRD, and (iii) excavation of a 250 m-long exploration adit on Cerro Pocañita Chico.

There is no known evidence or records of historic drilling on the Property.

There are no known estimates of historical mineral resources or mineral reserves, compliant with NI 43-101, at the Property.

There are numerous small workings and dumps on the Property, including multiple, small cateos (pits), exploration workings and small scale, artisanal production.

Geological Setting, Mineralization and Deposit Types

Regional Geologic Setting

The Central Andes consist of two subparallel mountain belts, the Paleozoic (Hercynian) fold belt which forms the Eastern Cordillera, and the Cenozoic Andean volcanic arc which forms the Western Cordillera. The two belts are separated by the Altiplano, a 1,800 km long Cretaceous-Cenozoic intermontane molasse basin, which is up to 200 km wide. The Altiplano of Bolivia, along with the Subandean, Cordillera Oriental and the Cordillera Occidental geomorphic provinces, is part of the Andean Cordillera - a convergent plate margin defined by a chain of late Miocene to Recent volcanic peaks stretching more than 750 km in length and some 40 km wide. This volcanic arc and associated granitic plutonic rocks of the Coastal Batholith in northern Chile and southern Peru were emplaced in and cut a Jurassic-Cretaceous aged eugeoclonal-miogeoclinal melange of volcanic flows and ash flows with associated sedimentary rocks (sandstone, siltstone, conglomerates, tuffaceous sediments and tuffs all developed over Paleozoic-aged basement rocks.

Cerro Cosuño is located near the margin between the Altiplano and western side of the Eastern Cordillera. The Eastern Cordillera is fold-thrust belt formed of a thick sequence of Paleozoic marine sediments deposited in a back-arc basin, with inliers of Mesozoic and Cenozoic continental sediments. The Altiplano is underlain by 70 km thick continental crust. The Nazca Plate is being subducted beneath the Central Andes at the relatively shallow angle of 30°. Cerro Cosuño is located on a major thrust bounding the Eastern Cordillera, and at the intersection of crustal lineaments that control ore deposits trending N-S, NW and NE.

The Property is centered on the large Cosuño caldera with resurgent domes, which host alteration and mineralization, surrounded by an ignimbrite apron 40 km in diameter. The caldera is approximately 120 km² in size. It has not been dated but is estimated to be late Miocene to Pliocene (10-2.6 Ma) based on the youthful geomorphology that preserves the volcanic landforms but has glacial landforms and so is pre-Quaternary. The glacial landforms are cirques above about 4,700 m and moraines that extend lower.

Cerro Cuzco (5,386 m), another prominent mountain, is located 20 km NNW of Cerro Cosuño. It is a similar volcano with a resurgent dome 8 km diameter and a partial tuff ring 15 to 25 km radius on the west and north sides. It is more eroded than Cerro Cosuño and appears to be overlain by volcanic rocks of the Cerro Cosuño volcanic center to the southeast and is therefore older and is estimated to be of middle Miocene age (15-10 Ma).

These two large volcanic canters form the southern continuation of the large (8,500 km²), voluminous (2,000 km³), back-arc silicic, peraluminous Los Frailes Volcanic Complex that had episodic volcanism from 25 Ma to <1 Ma.

Local Geology and Proximal Mineral Occurrences

The antimony mineralization at the Property has been described as epithermal "acid sulphate type" (aka "high sulfidation"), that mineralization is controlled by NS and NNE-trending faults and is covered by "a younger sinter cap bearing opaline siliceous material", and that hot brines were actively discharging around the sinter cap. Stibnite (Sb₂S₃) is associated with alunite, barite, jarosite, siderite, dickite, stibioluzonite, stibiobismuthinite,

chalcostibite and fahlore, and residual quartz with inclusions of apatite and melt inclusions. Analysis of one 10 kg bulk sample gave 28.94 ppm Ag, 2.70 ppm Au, 7,032 ppm As, 6,755.14 ppm Bi, 56.12 ppm Hg, 155.52 ppm Se, 29.96 ppm Te and 0.95 ppm Tl. The sample is enriched in Bi which occurs in Bi-bearing stibnite or stibiobismuthinite, in As which occurs as a lattice constituent in stibnite rather than As-bearing mineral inclusions, and in Hg, Se and Te.

A summary of the pertinent geologic features of the Property and area are as follows:

Alteration and mineralization occur in the central resurgent domes of a 40 km diameter; volcanic center with 16 km diameter central caldera with resurgent domes;
There are at least five domes. The older ones are altered;
Pervasive advanced argillic alteration (alunite, kaolinite) and silicification in structures;
Highly anomalous Ag, As, Ba, Bi, P, Pb, Sb, Zn and weakly anomalous Au, Cu, Sn;
Presence of a high sulfidation lithocap; and;
A prominent network of lineaments interpreted from remote sensing data; a) radial to the core of the caldera and central dome and b) WNW and c) NE (the latter two interpreted to be conjugate structural sets. In the area of the Property targets, the conjugate set appears to be the dominant structural set.

The current model for Property is mineralization hosted in the lithocap of a high sulfidation epithermal system within a resurgent dome of the Cosuño Caldera. There are four types of exploration targets at Cosuño.

High sulfidation epithermal, disseminated silver with gold targets in outcrop in the lithocap with bulk tonnage potential. This includes the Pocañita Grande, Pocañita Chico and the Jalsuri breccia targets which have high silver geochemistry in outcrop.
High-grade silver-polymetallic veins of the Bolivian Polymetallic Vein Deposit type inferred to occur below the lithocap in the volcanic rocks at a depth of about 200-400 m.
Volcanic-hosted veins may change at depth into higher grade, better developed grade silver-polymetallic vein hosted by the competent sedimentary rocks of the Paleozoic basement below the volcanic rocks, such the major, high-grade, silver-rich Tajo Vein at Pulacayo.
Replacement-style, silver-polymetallic mineralization in calcareous Cretaceous sedimentary rocks in the basement below the volcanic rocks, such as in the adjacent Ubina Sn-W-Au-Ag-Pb-Zn deposit.

Exploration

There has been a limited amount of historic exploration work performed on the Property. In 2023, Emisur conducted a multi-disciplinary exploration program, using a high sulfidation mineralization model, designed to identify targets for drilling. Their exploration efforts consisted of the following work:

Satellite spectral imagery and structural interpretation using SRTM imagery;
Field mapping by Emisur staff at 1:5,000 scale using satellite imagery for a base map divided into page-sized field sheets. Two overlays were created to show (i) lithology and structure, and (ii) alteration, structure, and geochemical results;
Established sample chain of security protocols and a secure storage in Thola Pampa;
QA/QC written protocol for sampling and analyses were established, including staff member training in QA/QC data plotting and;
A total of 287 rock chip samples from channels, panels and individual prospecting sites were collected and sent to ALS's sample preparation facilities in Oruro, Bolivia and analytical facilities in Lima, Peru

for analysis. Maximum channel sample length of $2.0\mathrm{m}$ within continuous channels on outcrops, with $25\mathrm{m}$ line spacing. Panels were $2\mathrm{m} \times 2\mathrm{m}$ in size.

To generate base maps for geologic mapping control, Emisur used results from the ALOS PALSAR (ALOS - Advanced Land Observing Satellite. PALSAR - Phased Array-type L band Synthetic Aperture Radar) developed by the Japan Aerospace Exploration Agency. Results from the survey and interpretation resulted in identification of several, spectral responses over the Property with results suggestive of high sulfidation, epithermal mineralization.

Remotely sensed data was collected and interpreted by Whole Rock MC, an independent consultant group based in Argentina, in June of 2023. Data collected were from various satellite-based equipment used to detect and map the visible light spectra of various minerals associated with hydrothermal alteration. Whole Rock MC concluded that characteristic spectra were detected typical of intermediate argillic alteration, advanced argillic alteration, silicification and iron oxides typical of Bolivian tin and silver systems related to (high sulfidation) lithocaps.

Specific minerals forming the assemblages are alunite, pyrophyllite, kaolinite in advanced argillic assemblages and montmorillonite, illite, kaolinite and sericite in Intermediate argillic assemblages. The identified assemblages are roughly zoned with silica and advanced argillic minerals in the center of the high sulfidation alteration system grading outward into intermediate argillic minerals.

In 2023 and total of 287 samples were collected from individual rock chips and chip channels and panels conducted by Emisur using hammer and chisel to cut the channels and panels. The maximum channel length was roughly $2\mathrm{m}$ and the panels were roughly $2\mathrm{m}$ by $2\mathrm{m}$ in size.

Rock chip sampling (white areas in Fig, 9.2) at Cosuno is done by hand resulting in irregular channels and panels but analytical results from this work are deemed to be sufficient for exploration targeting purposes. Results from geochemical analyses are shown in the following table:

Lithogeochemistry Statistics

	Au_ppm	Ag_ppm	As_ppm	Ba_ppm	Bi_ppm	Cu_ppm	Mn_ppm	P_ppm	Pb_ppm	Sb_ppm	Zn_ppm	Sn_pct
Count	287	287	287	287	287	287	287	287	287	287	287	287
Min	<0.001	<0.5	7	50	<2	2	12	180	16	<5	3	0.005
Max	0.680	1035.0	4290	>10000	21400	>10000	14150	9510	14150	7840	23700	0.321
median	0.018	10.2	113	520	31	15	89	1490	471	52	31	0.003
Mean	0.061	37.3	194	1127	506	94	406	1725	865	281	392	0.023
Stdev	0.105	99.3	350	1743	2269	687	1525	1262	1344	876	1716	0.045

Observations on analytical results from the above table are as follows:

106 samples $(36.9\%)$ have anomalous Ag $(>=20$ ppm with $20\mathrm{Ag}$ values $>=100\mathrm{g/t}$ ;
Analyses ranged from $< 0.5$ ppm to $1,035\mathrm{ppm}$
Highly anomalous As, Ba, Bi, P, Pb, Sb, Zn;
- Weakly anomalous Au. Cu and Sn.

Costs for the above exploration work, on the Property in 2023, the first year of significant work by Emisur, amounted to US$186,829, summarized as follows:

Cost Item	Costs 2023 (US$)
Staff – field work	55,366
Assaying (samples)	34,669
Road access improvements	3,866
Camp costs	1,834
Hotels, travel, food, vehicle rental and fuel	29,007
Satellite imagery	5,850
GIS	6,200
Property taxes (patents)	28,396
Access Agreements	18,026
Permits, licenses	1,144
Consulting fees	2,471
US$ Total	186,829

Drilling

There has been no drilling conducted on the Property by Emisur.

Sampling, Analysis and Data Verification

Samples collected by Emisur geologists during the field work mentioned above were analyzed by ALS, a worldwide, certified analytical services company with local sample preparation and analytical services in Oruro, Bolivia and Lima, Peru. All geochemical samples have been stored in a secure facility in Thola Pampa.

Emisur protocols for QA/QC (Quality Assurance and Quality Control) consist of the insertion of QA/QC samples into the normal sample process to be submitted to a certified, commercial analytical services company – in this case ALS. In general, the protocols adequately cover the normal range of variability from site variance through analytical variance and the results support use of geochemical data generated in the selection of future drill targets. According to Emisur protocols, QA/QC samples for geochemical sampling program are to be inserted into the field sample process at a rate of 11 standard per every 100 field samples (11%).

The QA/QC samples should consist of

Two (2) field duplicates
Two (2) preparation duplicates
Five (5) Certified Reference Materials (CRM) and
Two (2) blanks.

A total of 13 blank samples were added to the rock sample stream. Only one sample failed to report with the expected value and within the acceptable range of variability. The blanks were sourced gravel deposits. The material was determined to be 95.52% silica with lesser amounts of oxides of aluminum, calcium, iron, sulfur and zinc. No certified values of the metals of interest in an exploration program for epithermal mineralization were reported by the blank samples.

A total of 10 field duplicates were added to the rock sample stream. No failures were reported.

A total of 10 purchased certified reference material (CRM) standards were added to the rock sample stream. Three different CRMs were used. No failures were reported.

Overall, the Author was satisfied with the sample collection, preparation, handling, QA/QC protocols and security measures implemented by Emisur, and believes the analytical results reported are reliable.

The Author viewed the geochemical sample collection methods and secure storage in the village in Thola Pampa during his site visit. In addition, the Author confirmed Emisur's geochemical analytical values in its excel files against copies of the certificates of analyses. Analyses were performed by ALS, a certified, commercial analytical services company with sampler preparation facilities in Oruro, Bolivia and analytical facilities in Lima, Peru.

During the Author's site visit, the geochemical sampling was still underway. Nonetheless, rock channel sample sites at the Jalsuri area were examined. A suite of coarse rejects and pulps were selected by the Author for reanalysis by ALS.

At this early stage in the project, the results obtained from geochemical sampling at the Property were deemed valid for the purpose of generating drill targets and the reliability of the geochemical results, as based on visual, analytical and especially QA/QC information, support their usefulness.

Conclusions and Recommendations

The Property is an early-stage, precious metal exploration project worthy of further exploration, similar to that conducted by Emisur in 2023, and an initial drilling program, to validate a high sulfidation epithermal model and the presence of anomalous, outcropping mineralization in the subsurface. The Property is located in a region of Bolivia known for similar mineral occurrences.

The Author is not aware of significant risks other, than those discussed in the Cosuno Report, and believes the results to date justify continuation of work to evaluate the working model of vertically zoned precious and base metal mineralization hosted in extrusive and intrusive rocks.

Based upon exploration results generated in 2023, the Author recommends that similar exploration should continue and made the following recommendations to aid in drill site selection:

Collect vertical and horizontal profiles of hand samples from all five areas, and other alteration zones, for laboratory determination of the advanced argillic alteration minerals.
Create a collection of typical rock and alteration types for use in future mapping and core logging.
Make a detailed topographic survey and DTM (digital terrain model) by drone either by photogrammetry or Lidar.

The recommended program, by major work type, is shown in the following table, and is not meant to be phased:

Work	Estimated Cost (US$)
Road and drill pad construction	21,700
Drill Mobilization/Demobilization	5,700
Core Drilling (800 meters, 6 holes, HQ-sized core)	110,300
Core cutting/handling	4,400
Assaying (900 samples at $90.00 m/sample)	36,000
Assay QAQC at 15%	5,400
Staff	22,900
Equipment	14,200
GIS	2,000
Property Tax	29,700

Property Access Agreements	15,000
Permit/License Maintenance	3,000
Hotel, Food and Travel	28,100
Camp Costs	2,000
Vehicles and Fuel	11,500
Workers – Local	4,300
Consultants	12,000
Subtotal	328,200
Contingency (10%)	32,800
Total	361,000

A program of six core holes has been proposed consisting of 800 meters of drilling in three locations: two core holes at Jalsuri, two core holes at Pocañita Chica, and two core holes at Pocalleta. The drill program will be an initial assessment with six short core holes. Additional drilling may be considered based on core and field observation which is partially considered within the 10% contingency.

Titiri Project

The Titiri project, acquired through petition (staking) in 2021, spans a total of 4,900 hectares. Of this, 4,050 hectares are under petition for title (pending), while 850 hectares hold an exploration license granted by the Bolivian government. The project is located 72 km NNW of Potosí, within Macha Canton, Colquechaca Municipality, Chayanta Province, in the Potosí Department of Bolivia. The area was staked due to its geological potential and historical work done in 1989, which included trenching and sampling. BPEx has conducted community relations and collected 16 check samples, but no exploration activities have been undertaken. The Titiri project is not considered material by BPEx, and it is expected that only enough funds will be expended toward work on this project to keep it in good standing.

Royalty Agreements

Each of the Cosuño Property and the Titiri project are subject to 2.0% net smelter returns royalties, as granted by BPEx to each of Fairfax Mining Corp. (a private company controlled by Tim Shearcroft, the CEO and a director of BPEx) and Gonzalo Lemuz (a Bolivian national engaged to provide services to BPEx) in consideration of their assistance in locating and acquiring the two projects. BPEx retains the right at any time, and from time to time, to purchase each 2.0% NSR for US$5,000,000, and a one-time right to purchase each NSR within the first five years following commencement of drilling on the applicable property for US$2,500,000.

BPEx Contingent Share Issuance Obligation

BPEx has agreed to issue up to 3,500,000 BPEx Shares (or payment of cash equivalent) to Tim Shearcroft upon BPEx receiving an NI 43-101 resource estimate (inferred category or better) totalling at least 70,000,000 oz of silver or silver equivalent first being established at the Cosuño or Titiri project. This obligation will be assumed by the Reporting Issuer.

Financial Information

The following table summarizes BPEx’s selected financial information for the fiscal years ended September 30, 2024 and 2023, as extracted from the audited financial statements, and for the nine-months ended June 30, 2025, as extracted from the unaudited interim financial statements, all as attached to this Filing Statement as Appendix “A” and which should be read in conjunction therewith:

	Nine-Months Ended June 30, 2025	Fiscal Year Ended Sept. 30, 2024	Fiscal Year Ended Sept. 30, 2023
Revenues	$Nil	$Nil	$Nil
Exploration and evaluation expenses	($145,637)	($220,333)	($281,406)
General & Administrative Expenses	($5,223)	($6,883)	($16,011)
Other Income (Expenses)	($38,079)	($9,605)	($19,669)
Net Loss	($142,591)	($285,320)	($347,923)
Current Assets	$69,636	$21,103	$46,513
Exploration and Evaluation Assets	$159,346	$157,665	$157,911
Total assets	$228,982	$178,768	$204,424
Current Liabilities	$239,208	$107,233	$8,565
Long Term Liabilities	$67,567	$Nil	$Nil
Shareholders’ equity	$135,113	$220,876	$259,781

As BPEx is not a reporting issuer and did not prepare quarterly financial statements for the eight most recently completed quarters ending at the end of its most recently completed financial year (September 30, 2024).

Management’s Discussion and Analysis

The financial statements of BPEx reflect operations of a typical start-up mineral exploration company, with the majority of its expenses and capital costs associated with the acquisition and exploration of mineral properties.

MD&A for the financial year ended September 30, 2024 is attached hereto as Appendix “C”. The MD&A should be read in conjunction with BPEx’s audited annual consolidated financial statements for the fiscal years ended September 30, 2024 and 2023 together with the notes thereto, which are attached to this Filing Statement as part of Appendix “A”.

MD&A for the nine-month period ended June 30, 2025 is also attached hereto as Appendix “C”. The MD&A should be read in conjunction with BPEx’s unaudited condensed consolidated interim financial statements for the nine-month period ended June 30, 2025 together with the notes thereto, which are attached to this Filing Statement as part of Appendix “A”.

Qualifying Transaction

Except for the Qualifying Transaction as disclosed in this Filing Statement, there are no other proposed transactions under consideration by BPEx.

Description of BPEx Securities

BPEx has a share capital comprised of an unlimited number of common shares without par value. As at the date of the Amalgamation Agreement, there were 33,972,674 BPEx Shares outstanding.

The holders of BPEx Shares are entitled to receive notice of, and to attend and vote at, all meetings of shareholders. Each BPEx Share carries the right to one vote. In the event of the liquidation, dissolution or winding-up of BPEx, the holders of BPEx Shares are entitled to share equally in such assets of BPEx as are distributable to holders of BPEx shares. The holders of BPEx Shares are entitled to dividends, if, as and when declared by BPEx in respect of the BPEx Shares.

Warrants

As at the date of this Filing Statement, there are nil BPEx Warrants outstanding.

Options

As at the date of this Filing Statement, no options or similar rights are outstanding to acquire any BPEx Shares.

BPEx Contingent Share Issuance Obligation

BPEx has agreed to issue up to 3,500,000 BPEx Shares (or payment of cash equivalent) to Tim Shearcroft, upon BPEx receiving an NI 43-101 resource estimate (inferred category or better) totalling at least 70,000,000 oz of silver or silver equivalent first being established at the Cosuño or Titiri project.

Capitalization

Designation of Security	Amount outstanding as of September 30, 2024	Amount outstanding as of the date of this Filing Statement
BPEx Shares	33,972,674	33,972,674
BPEx Warrants	Nil	Nil

As part of closing the QT, the following changes will occur in the capital structure of BPEx:

3,166,667 Founder's Shares and 3,629,380 Seed Shares will be cancelled;
3,629,380 BPEx Warrants exercisable at $0.10 for five years, will be issued;
1,031,500 BPEx Shares will be issued pursuant to the BPEx Debt Settlement;
a minimum of 9,000,000 BPEx Subscription Receipts (and a maximum of 16,666,667 BPEx Subscription Receipts) will be issued, each of which will in turn convert to one BPEx Share and one-half of one Financing Warrant; and
up to 480,000 BPEx Finders' Warrants may be issued assuming the minimum Financing, and up to 1,000,000 BPEx Finders' Warrants may be issued assuming the maximum Financing.

Prior Sales

In the 24 months preceding this Filing Statement, BPEx has distributed the following securities:

Date	Price	Security	Number of BPEx Securities	Aggregate Issue Price
May 29, 2023	$0.05	BPEx Shares	4,781,576	$239,079
July 31, 2023	$0.05	BPEx Shares	1,000,000	$50,000
December 1, 2023	$0.05	BPEx Shares	3,000,000	$150,000

Stock Exchange Price

The BPEx Shares are not listed on any Canadian or foreign stock exchange or traded on any Canadian or foreign market.

Executive Compensation

Directors and Officers

The directors and officers of BPEx are Tim Shearcroft (CEO and director), Harry Nijjar (CFO), Gonzalo Gary Lemuz Aguirre (COO), Mark Cruise (Director), Keith Henderson (Director), and Stewart Redwood (Director).

During the fiscal years ended September 30, 2024 and 2023, BPEx had only one officer and director - Tim Shearcroft, CEO and director.

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table is presented in accordance with National Instrument Form 51-102F6V - Statement of Executive Compensation – Venture Issuers, and sets out all compensation for services, excluding compensation securities, paid to the NEOs and directors of BPEx for the fiscal years ended September 30, 2024 and 2023:

Name and position	Period Ended	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Tim Shearcroft
CEO & Director	2024
2023	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil

Stock Options and Other Compensation Securities

BPEx does not have a formal incentive plan in place, nor any form of compensation plan under which its equity securities are authorized for issuance to employees or non-employees in exchange for consideration in the form of goods and services.

BPEx has no compensation securities outstanding.

Pension Plan Benefits

BPEx does not provide a defined plan or a defined contribution plan for any of its executive officers or employees, nor does it have a deferred compensation plan for any of its executive officers.

Management Contracts

Employment, Consulting and Management Agreements

There are no employment, consulting or management agreements in place with any of BPEx’s officers or directors.

Management Functions

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

Non-Arm’s Length Transactions

BPEx has not entered into any non-arm’s length party transactions or proposed transactions for the acquisition of assets or services or provision of assets or services in any transaction in the past 24 months, other than:

Royalty Agreements with each of Fairfax Mining Corp. and Gonzalo Lemuz, for each of the Cosuño and Titiri properties, whereby a 2.0% NSR is payable.
Certain directors invested capital to acquire BPEx Shares in the past 24 months, as to: Tim Shearcroft - $12,500 (250,000 shares at $0.05); Mark Cruise - $50,000 (1,000,000 shares at $0.05); and Keith Henderson - $50,000 (1,000,000 shares at $0.05).
Tim Shearcroft (directly or through companies controlled by him) has advanced an aggregate of US$86,898 to BPEx as an unsecured loan, of which C$109,930 remains outstanding.

BPEx Debt Settlements whereby BPEx has agreed with two BPEx Shareholders to issue 1,031,500 BPEx Shares at a price of $0.15 per BPEx Share to settle indebtedness of $154,725.
BPEx will issue 590,128 BPEx Warrants to 0947436 B.C. Ltd. (a private company controlled by Tim Shearcroft) and 33,722 BPEx Warrants to Gonzalo Lemuz, pursuant to cancellation of 3,629,380 Seed Shares and the issuance of an equivalent number of BPEx Warrants.
The BPEx Contingent Share Issuance Obligation.

Legal Proceedings

There are no outstanding, pending or contemplated legal proceedings to which BPEx is or is likely to be a party or to which its assets are or are likely to be the subject matter, which are material to the business and affairs of BPEx.

Auditors

The independent auditor of BPEx is De Visser Gray, Suite 401, 905 West Pender Street, Vancouver, British Columbia, Canada.

Material Contracts

BPEx has not entered into any material contracts, except in the course of business, which are currently in force or effect, other than:

(a) the Amalgamation Agreement;

(b) the Royalty Agreements with each of Fairfax Mining Corp. and Gonzalo Lemuz, for each of the Cosuño and Titiri properties, whereby a 2.0% NSR is payable;

(d) the agreement related to the BPEx Contingent Share Issuance Obligation; and

(e) Loan Agreements with certain directors.

Copies of the foregoing agreements will be available for inspection at the registered offices of BPEx, during business hours, until completion of the Qualifying Transaction and for a period of 30 days thereafter.

INFORMATION CONCERNING THE RESULTING ISSUER

The following information is presented on a post-Closing basis and is reflective of the projected business, financial and share capital position of the Resulting Issuer. As the Resulting Issuer will be the same corporate entity as FRS, this section only includes information respecting the Resulting Issuer that is materially different from information provided earlier in this Filing Statement regarding FRS pre-Closing. See "Information Concerning FRS". See also the pro forma financial statements of the Resulting Issuer attached hereto as Appendix "B".

Corporate Structure

Name and Incorporation

It is expected that the Resulting Issuer's registered and records and corporate domicile will remain unchanged upon completion of the Qualifying Transaction. The Resulting Issuer's head office, the decision making center and principal place of business are expected to change to that of BPEx, at Suite 1100-1199 West Hastings Street, Vancouver, B.C., V6E 3T5, Canada.

Intercorporate Relationships

Pursuant to the Amalgamation Agreement, BPEx and Subco will amalgamate and continue as a new wholly owned subsidiary of FRS, under the name "BP Exploration Corp." The subsidiaries of BPEx will continue to be owned by BPEx in the same manner as before Closing. The following sets out the intercorporate relationships that will exist upon Closing:

See "Information Concerning BP Exploration Corp. - Intercorporate Relationships" above for details of the share ownership of Roxwell and Emisur, and the restrictions applicable to the minority shareholders of Emisur.

Narrative Description of the Business

The Resulting Issuer will be involved in the business of mineral exploration, primarily at BPEx's Cosuño Property in Bolivia. At Closing, the Resulting Issuer expects to have sufficient cash resources to undertake the Qualifying Transaction outlined in this Filing Statement, to complete all of the work on the Cosuño Property as

recommended in the Cosuño Report, and for its general operating purposes for the 12 months thereafter. See "Available Funds and Principal Purposes."

Stated Business Objectives and Milestones

The Resulting Issuer's immediate short-term objectives will be to:

(a) obtain TSXV approval to the Qualifying Transaction;
(b) acquire BPEx and complete the Qualifying Transaction; and
(c) undertake exploration work on the Cosuño Property as recommended in the Cosuño Report.

The principal milestones that must occur for the stated short-term business objectives described above to be accomplished are as follows:

Milestone	Commencement Date	Completion / Target Date	Estimated Remaining Cost
Complete Qualifying Transaction	April 2025	September 2025	$85,000
Undertake work program	September 2025	March 2026	$505,400
Total			$590,400

The Resulting Issuer will have sufficient funds on Closing to meet the above milestones.

Description of the Securities

The authorized capital of the Resulting Issuer will consist of an unlimited number of Resulting Issuer Shares without par value, having the same rights and restrictions as the FRS Shares described above under "Information Concerning FRS – Description of Securities".

Resulting Issuer Shares

The Resulting Issuer Shares will be the same as the FRS Shares, but on a post-Consolidation basis. All of the Resulting Issuer Shares will rank equally as to dividends, voting rights, participation in assets and in all other respects. None of the Resulting Issuer Shares will be subject to any call or assessment nor pre-emptive or conversion rights.

Pro-Forma Consolidated Capitalization

The following table outlines the expected share capitalization of the Resulting Issuer on completion of the Qualifying Transaction:

Designation of Security	Amount Authorized	Amount Outstanding after Completion of the QT (post-Consolidation) assuming minimum Financing	Amount Outstanding after Completion of the QT (post-Consolidation) assuming maximum Financing
Common Shares	Unlimited	42,507,296^{1}	50,173,962^{2}
Warrants	n/a	8,129,380^{3,4}	11,962,713^{3,5}
Options	10%	3,590,000^{6}	3,590,000^{6}

Assumes completion of the minimum Financing resulting in the (i) issuance of 37,208,128 Resulting Issuer Shares to acquire BPEx, and (ii) issuance of 266,667 Resulting Issuer Shares under the FRS Debt Settlement.
Assumes completion of the maximum Financing resulting in the (i) issuance of 44,874,794 Resulting Issuer Shares to acquire BPEx, and (ii) issuance of 266,667 Resulting Issuer Shares under the FRS Debt Settlement.
Includes the issuance of 3,629,380 BPEx Warrants upon cancellation of an equivalent number of Seed Shares,
Assumes completion of the minimum Financing with the issuance of 4,500,000 Financing Warrants upon conversion of Subscription Receipts, and nil BPEx Finders' Warrants issued in conjunction with the Financing.
Assumes completion of the maximum Financing with the issuance of 8,333,333 Financing Warrants upon conversion of Subscription Receipts, and nil BPEx Finders' Warrants issued in conjunction with the Financing.
It is expected that the new Board of the Resulting Issuer will set an aggregate of 3,590,000 incentive stock options to the officers, directors, employees and consultants of the Resulting Issuer and its subsidiaries as of the Closing Date, each option entitling the holder to acquire one Resulting Issuer Share at $0.15 for five years from the date of grant.

The following table outlines the expected number and percentage of Resulting Issuer Shares to be outstanding on a fully diluted basis after giving effect to the Qualifying Transaction (all on a post-Consolidation basis):

	Number of Resulting Issuer Shares (minimum Financing)	Percentage of Fully Diluted (minimum Financing)	Number of Resulting Issuer Shares (maximum Financing)	Percentage of Fully Diluted (maximum Financing)
Shares of FRS outstanding	5,032,501	8.72%	5,032,501	7.27%
Consideration Shares issuable in exchange for BPEx Shares	37,208,128^{1,2}	64.46%	44,874,794^{1,3}	64.82%
FRS Debt Settlement	266,667	0.46%	266,667	0.39%
Sub-total	42,507,296	73.64%	50,173,962	72.48%
Resulting Issuer Shares issuable upon exercise of Replacement Warrants	8,129,380^{4,5}	14.08%	11,962,713^{4,6}	17.28%
Resulting Issuer Shares issuable upon exercise of incentive stock options	3,590,000^{7}	6.22%	3,590,000^{7}	5.19%
Resulting Issuer Shares issuable upon satisfaction of BPEX Contingent Share Issuance Obligation	3,500,000^{8}	6.06%	3,500,000^{8}	5.06%
Total	57,726,676	100%	69,226,675	100%

Includes (i) cancellation of 3,166,667 Founder's Shares, (ii) cancellation of 3,629,380 Seed Shares, and (iii) the issuance of 1,031,500 BPEx Shares under the BPEx Debt Settlement.
Assumes the issuance of 9,000,000 BPEx Shares under the minimum Financing.
Assumes the issuance of 16,666,667 BPEx Shares under the maximum Financing.
Includes the issuance of 3,629,380 BPEx Warrants upon cancellation of an equivalent number of Seed Shares.
Assumes the issuance of 4,500,000 Financing Warrants upon conversion of Subscription Receipts under the minimum Financing, and that nil BPEx Finders' Warrants are issued.
Assumes the issuance of 8,333,333 Financing Warrants upon conversion of Subscription Receipts under the maximum Financing, and that nil BPEx Finders' Warrants are issued.
It is expected that 3,590,000 stock options will be issued on Closing by the new Board, under the FRS Option Plan (which will be continued by the Resulting Issuer), each exercisable at $0.15 per share for five years.
A total of 3,500,000 Resulting Issuer Shares will be issuable on satisfaction of the BPEx Contingent Share Issuance Obligation.

Other than the securities set out above, no other securities will be outstanding which are convertible into, or exchangeable for, Resulting Issuer Shares following completion of the Qualifying Transaction.

Available Funds and Principal Purposes

The Resulting Issuer is expected to have approximately $1,164,785 of working capital available to it on Closing, assuming completion of the minimum Financing; and is expected to use the funds available to it in furtherance of its stated business objectives which are summarized in the table below.

Sources of Funds:	Estimated Funds Available (minimum Financing)	Estimated Funds Available (maximum Financing)
Working capital deficit of FRS as of July 31, 2025	($111,245)	($111,245)
Working capital deficit of BPEx as of July 31, 2025	($268,694)	($268,694)
FRS Debt Settlement	40,000	40,000
BPEx Debt Settlement	154,725	154,725
Proceeds from the Financing	$1,350,000	$2,500,000
Total	$1,164,785	$2,314,785
Principal Use of Funds	Estimated Amount	Estimated Amount
Costs related to the Qualifying Transaction^{1}	$85,000	$85,000
Finders’ fees under Private Placement	$81,000	$150,000
Mineral Exploration, as recommended in the Cosuño Report	$505,400^{2}	$505,400^{2}
Property Payment	$140,000^{3}	$140,000^{3}
Annual Property Maintenance Fees	$41,546	$41,546
Resulting Issuer G&A expenses for 12 months^{4}	$173,160	$173,160
Unallocated Working Capital	$138,679	$1,219,679
Total	$1,164,785	$2,314,785

Includes legal fees, auditor costs and TSXV filing fees.
Canadian dollar equivalent to US$361,000.
Canadian dollar equivalent to US$100,000.
General and administrative expenses are expected to include $48,000 for fees payable to the Chief Financial Officer of the Company.

Notwithstanding the proposed uses of available funds outlined above, there may be circumstances where, for sound business reasons, a reallocation of funds may be necessary. It is difficult, at this time, to definitively project the total funds necessary to effect the planned activities of the Resulting Issuer. For these reasons, management of FRS considers it to be in the best interests of the Resulting Issuer and its shareholders to afford management a reasonable degree of flexibility as to how the funds are employed among the uses identified above, or for other purposes, as the need arises. Further, the above uses of available funds should be considered estimates. See “Forward-Looking Information”.

Dividends

It is not contemplated that any dividends will be paid on the Resulting Issuer’s Shares in the immediate future following completion of the Qualifying Transaction, as it is anticipated that all available funds will be invested to finance the growth of the Resulting Issuer’s business. The 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 relevant time. All of the Resulting Issuer’s Shares are entitled to an equal share in any dividends declared and paid. See “Forward-Looking Information”.

Principal Securityholders

It is not anticipated that any person will own of record or beneficially, directly or indirectly, or exercise control or discretion over, more than 10% of the Resulting Issuer Shares following completion of the Qualifying Transaction, save and except for the following persons:

Name of Shareholder	Number of Shares Held	Percentage^{1}
Tim Shearcroft	8,249,015	19.41%^{2}
Phillip Shearcroft	3,943,085	9.28%^{3}

Based on 42,507,296 Resulting Issuer Shares being outstanding.
Mr. Shearcroft will hold 3,500,000 Resulting Issuer Shares directly, 4,749,015 Resulting Issuer Shares indirectly through 0947436 B.C. Ltd., a company controlled by Mr. Shearcroft, 590,126 Replacement Warrants indirectly through 0947436 B.C. Ltd. and 850,000 stock options of the Resulting Issuer director. Mr. Shearcroft will hold on a partially diluted basis 22.05% of the issued and outstanding shares of the Resulting Issuer.
Mr. Phillip Shearcroft will hold 3,943,085 Resulting Issuer Shares indirectly through 1052103 B.C. Ltd., a company controlled by Mr. Phillip Shearcroft, and 866,644 Replacement Warrants indirectly through 1052103 B.C. Ltd. Mr. Phillip Shearcroft will hold on a partially diluted basis 11.09% of the issued and outstanding shares of the Resulting Issuer.

Directors, Officers and Promoters

Following Closing, the Resulting Issuer will wholly own BPEx. BPEx’s management will not change as a result of the Qualifying Transaction. The officers and directors of FRS will change, such that at Closing, the directors, officers and promoters of the Resulting Issuer will be comprised of the individuals set out below:

Name and Municipality of Residence	Position or Office	Date appointed	Principal Occupation During Past Five Years	Number and Percentage of Resulting Issuer Shares Owned^{1}
Tim Shearcroft (Vancouver, B.C.)	CEO & Director	On Closing	Founder, Director and CEO of BPEx
Consultant to various private companies involved in mineral exploration.	8,249,015^{3}
(19.41%)
Harry Nijjar (Vancouver, B.C.)	CFO & Corporate Secretary	On Closing	Managing Director of Malaspina Consultants Inc.	Nil
Mark Cruise^{2} (Vancouver, B.C.)	Director	On Closing	Consulting Geologist, Former CEO of New Pacific Metals Corp, Director of several public/private mineral exploration companies.	1,666,667^{4}
(3.92%)
Keith Henderson^{2} (Vancouver, B.C.)	Director	On Closing	Director and CEO of Latin Metals Inc. and Velocity Minerals Ltd.	1,666,667
(3.92%)
Stewart Redwood (Panama City, Panama)	Director	On Closing	Professional Geologist providing consulting services to various companies.	500,000
(1.18%)

| Robert McMorran^{2}
(Vancouver, B.C.) | Director | September 25, 2017 | Founder of Malaspina Consultants Inc. CFO and director of several public companies. | 712,500
(1.68%) |
| --- | --- | --- | --- | --- |
| Gonzalo Lemuz
(Lima, Peru) | COO | On Closing | Professional Geologist, Director of private minerals exploration companies. Co-founder of BPEx. | 1,376,884
(3.24%) |
| Directors and Officers of the Material Subsidiaries of the Resulting Issuer | | | | |
| Alejandra Guevara
(La Paz, Bolivia) | Director of Roxwell and Emisur | February 22, 2022 | Senior Lawyer at Dentons Guevara & Gutiérrez | Nil |
| Jorge Galindo
(La Paz, Bolivia) | Director of Emisur | February 2, 2023 | Senior Partner at Galindo Canedo & Associates Law, Director of National Bank of Bolivia, Various Private Directorships | Nil |
| Alejandra Kempff Pereira
(La Paz, Bolivia) | Director of Emisur | September 26, 2022 | Executive and Director of Diversified Family Businesses in Bolivia. | Nil |

Based on 42,507,296 Resulting Issuer Shares outstanding on Closing.
Proposed member of the Resulting Issuer's audit committee.
Mr. Shearcroft will hold 3,500,000 Resulting Issuer Shares directly and 4,749,015 Resulting Issuer Shares indirectly through 0947436 B.C. Ltd., a company controlled by Mr. Shearcroft.
Mr. Cruise will hold the Resulting Issuer Shares indirectly through Cruise Geoservices Ltd., a company controlled by Mr. Cruise.

Assuming completion of the Qualifying Transaction, the directors and officers of the Resulting Issuer as a group will beneficially own, directly or indirectly, or exercise control or direction over, an aggregate of 14,171,733 Resulting Issuer Shares, representing approximately $33.34\%$ of the issued and outstanding Resulting Issuer Shares upon Closing.

Management, Directors and Officers

The following is a description of the education and work experience of each of the directors and executive officers of the Resulting Issuer:

Tim Shearcroft, Age 45, Director and Chief Executive Officer

Mr. Shearcroft is the founder of several private mineral exploration companies in Latin America, bringing over 20 years of diverse business experience and a passion for exploration to the industry. He is actively involved in all facets of exploration, including project acquisition and the development of strategic networks. Mr. Shearcroft's familiarity with the mining sector originated from a family-owned contract drilling business, which provided him with exposure to the industry. His strong work ethic and dedication to the mining sector are evident through his various business ventures and hands-on involvement in exploration activities.

Mr. Shearcroft will be an employee of the Resulting Issuer, and in his capacities as CEO and a director, will dedicate approximately $60\%$ of his time to its business and affairs. Mr. Shearcroft will not initially be subject to any employment agreement or any written non-competition or non-disclosure agreement with the Resulting Issuer.

Harry Nijjar, Age 37, Chief Financial Officer and Corporate Secretary

Mr. Nijjar will not be an employee of the Resulting Issuer, but will act as CFO in an independent capacity and will provide financial accounting services through his firm, Malaspina Consultants Inc. In his capacity as CFO, he will dedicate approximately 10% of his time to the affairs of the Resulting Issuer. Mr. Nijjar will not initially be subject to any non-competition or non-disclosure agreement with the Resulting Issuer.

Stewart Redwood, Age 64, Director

Dr. Redwood is a economic geologist, having worked for numerous mining and exploration companies in over 35 countries around the world in a +40-year career, with a specific focus and expertise within Latin America. Stewart D. Redwood, BSc (Hons), PhD, FIMMM, FGS, FSA Scot specializes in minerals exploration and project evaluation.

Dr. Redwood will not be an employee of the Resulting Issuer, and in his capacity as a director, will dedicate approximately 10% of his time to the affairs of the Resulting Issuer. Dr. Redwood will not initially be subject to any engagement agreement or other written non-competition agreement with the Resulting Issuer.

Mark Cruise, Age 54, Director

Dr. Cruise will not be an employee of the Resulting Issuer, and in his capacity as a director, will dedicate approximately 10% of his time to the affairs of the Resulting Issuer. Dr. Cruise will not initially be subject to any engagement agreement or other written non-competition agreement with the Resulting Issuer.

Keith Henderson, Age 54, Director

Mr. Henderson will not be an employee of the Resulting Issuer, and in his capacity as a director, will dedicate approximately 10% of his time to the affairs of the Resulting Issuer. Mr. Henderson will not initially be subject to any engagement agreement or other written non-competition agreement with the Resulting Issuer.

Robert McMorran, Age 73, Director

Mr. McMorran obtained his Chartered Accountant designation in 1981 and has over 35 years of experience working in the mining industry. He founded Malaspina Consultants Inc. in July 1997, a private company providing accounting and administrative services to junior public companies. He has held numerous board and senior management positions with a number of public companies since 1991 including Santacruz Silver Mining Ltd, Terra Ventures Inc, Roxgold Gold Inc, and the Canada Dominion Resources Group.

Mr. McMorran will not be an employee of the Resulting Issuer, and in his capacity as a director, will dedicate approximately 10% of his time to the affairs of the Resulting Issuer. Mr. McMorran will not initially be subject to any engagement agreement or other written non-competition agreement with the Resulting Issuer.

Gonzalo Lemuz, Age 57, COO

Mr. Lemuz will be an employee of BPEx, and in his capacity as COO, will dedicate approximately 50% of his time to its business and affairs. Mr. Lemuz will not initially be subject to any employment agreement or any written non-competition or non-disclosure agreement with the Resulting Issuer or any of its subsidiaries.

Promoter Consideration

No person may be considered as a promoter of the Resulting Issuer, other than Mr. Timothy Shearcroft who is a founder of BPEx. For a description of the number and percentage of Resulting Issuer Shares to be beneficially owned, directly or indirectly, or over which direction or control will be exercised by Mr. Shearcroft see below "Information Concerning the Resulting Issuer – Escrowed Securities".

Corporate Cease Trade Orders or Bankruptcies

To the knowledge of the Resulting Issuer and other than as disclosed below, none of the proposed directors, officers or promoters, or a shareholder holding a sufficient number of securities to affect materially the control of the Resulting Issuer is, or within ten years before the date of this Filing Statement, has been, a director, officer, insider or promoter of any other issuer that while that person was acting in that capacity:

(a) was the subject of a cease trade or similar order, or an order that denied such issuer access to any statutory exemptions for a period of more than 30 consecutive days; or
(b) 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.

Penalties or Sanctions

To the knowledge of the Resulting Issuer, no proposed director, officer, promoter or control person of the Resulting Issuer has:

(a) been the subject of any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(b) been subject to any other penalties or sanctions imposed by a court or regulatory body, including a self-regulatory body that would be likely to be considered important to a reasonable securityholder making a decision about the Qualifying Transaction.

Personal Bankruptcies

To the knowledge of the Resulting Issuer, no proposed director, officer, promoter or control person of the Resulting Issuer has, within the past ten years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or been 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 that individual.

Conflicts of Interest

Conflicts of interest may arise as a result of the directors and officers of the Resulting Issuer holding positions as director or officers of other companies. Some of the directors and officers have been and will continue to be engaged in the identification and evaluation of assets and businesses, with a view to potential acquisition of interests in businesses and companies on their own behalf and on behalf of other companies, and situations may arise where the directors and officers will be in direct competition with the Resulting Issuer. Conflicts, if any, will be subject to the procedures and remedies under applicable corporate law.

Other Reporting Issuer Experience

The following table sets out the directors, officers and promoters of the Resulting Issuer that are, or have been within the last five years, directors, officers or promoters of other issuers that are or were reporting issuers in any Canadian jurisdiction:

Name	Name of Reporting Issuer	Name of Exchange or Market	Position	From (MM/YY)	To (MM/YY)
Mark Cruise	Volta Metals Inc	CSE	Director -Chair	06/23	Present
	Copper Quest Exploration Inc.	CSE	Director	06/23	Present
	Bunker Hill Mining Corp.	TSXV	Director	07/22	Present
	NiCAN Ltd	TSXV	Director	08/22	Present
	Velocity Minerals Ltd.	TSXV	Director	07/17	Present
	Whitehorse Gold Corp	TSXV	Director	06/20	02/22
	New Pacific Metals Corp	TSXV	Director/COO/CEO	11/19	01/22
Keith Henderson	Velocity Minerals Ltd.	TSXV	Director	08/17	Present
	Latin Metals Inc.	TSXV	Director/CEO	05/15	Present
	World Copper Ltd.	TSXV	Director	01/22	09/22
			Director	04/24	Present
Robert McMorran	Fraser Big Sky Capital Corp.	TSXV	Director	12/24	Present
	Great Pacific Gold Corp	TSXV	Director	4/20	Present
			Director/CFO	3/20	4/20
	Farstarcap Investment Corp.	TSXV	Director/CFO/Secretary	11/18	Present

	EMP Metals Corp	CSE	Director	2/20	12/20
	Santacruz Silver Mining Inc	TSXV	CFO	4/12	7/20
	Hello Pal International Inc	CSE	Director	9/12	12/20
Harry Nijjar	Lafleur Minerals Inc.	CSE	CFO	03/23	Present
	Playgon Games Inc.	TSXV	CFO	08/20	Present
	Los Andes Copper Ltd	TSXV	CFO	02/20	Present
	Pacific Ridge Exploration Ltd.	TSXV	CFO	06/24	Present
	Oberon Uranium Corp.	CSE	CFO	08/22	Present
	Marvel biosciences Corp.	TSXV	CFO	02/22	Present
	Coloured Ties Capital	TSXV	CFO	03/25	Present
	Golcap Resources Corp.	CSE	CFO	02/24	Present
	Mineral Road Discover Inc.	CSE	CFO	09/23	Present
	Keon Capital Inc.	CSE	CFO	10/23	05/25
	Forty Pillars Mining Corp.	CSE	CFO	12/21	05/25
	Armory Mining Corp.	CSE	CFO	10/22	05/25

Audit Committee

The Resulting Issuer will adopt FRS’s Audit Committee Charter, a copy of which is attached as Appendix D.

The members of the audit committee are proposed to be Robert McMorran, Keith Henderson and Mark Cruise. Each of Keith Henderson and Mark Cruise can be considered as an “independent” director, whereas Robert McMorran is considered as not independent as he is the former CFO of FRS. Each proposed member has the following education or experience relevant to being on an audit committee:

Robert McMorran is a Chartered Professional Accountant and is the former President of Malaspina Consultants Inc., a private company that provides accounting and administrative services to junior companies. Mr. McMorran has over 35 years’ experience dealing with financial reporting and the administration of public companies.

Mark Cruise is a member of the (Canadian) Institute of Corporate Directors. He has served as an officer or director of several TSX, TSXV and NYSE listed exploration and development companies. He is currently an audit committee member of Bunker Hill Mining Corp (TSX.V: BNKR), Velocity Minerals Ltd (TSX.V: VLC), NiCAN Limited (TSX.V: NICN), and Volta Metal Ltd (CSE: VLTA).

Keith Henderson is currently President & CEO at Velocity Minerals Inc, (TSX.V: VLC), President & CEO of Latin Metals Inc (TSX.V: LMS), and Director and Audit Committee member of World Copper LTD (TSX.V: WCU).

Corporate Governance

Corporate governance relates to the activities of the board of directors (the “Board”), the members of which are elected by and are accountable to the shareholders, and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day-to-day management of the Corporation. Sound corporate governance practices are both in the interest of the shareholders and contribute to effective and efficient decision making.

Board of Directors

The Board of the Resulting Issuer will facilitate its exercising of supervision over management through meetings of the Board and both directly and indirectly through its committees.

The Board is to be composed of five directors, Timothy Shearcroft, Mark Cruise, Keith Henderson, Robert McMorran and Stewart Redwood. Any member of management is not considered to be “independent” within the prescribed definition. Tim Shearcroft, the CEO of the Resulting Issuer is not considered independent.

Directorships

From time to time certain of the directors may be directors in one or more other reporting issuers. See the table above under the heading “Other Reporting Issuer Experience” for a list of the directors of the Resulting Issuer who are currently directors of other reporting issuers.

Orientation and Continuing Education

Each new director brings a different skill set and professional background, and with this information, the Board is able to determine what orientation as to the nature and operations of the Resulting Issuer’s business will be necessary and relevant to each new director. The Resulting Issuer will provide continuing education to its directors as such need arises and encourages open discussion at all meetings which format encourages learning by the directors.

Ethical Business Conduct

The Resulting Issuer will endeavour to select only people of the highest personal moral stature and expects them to follow a high ethical standard when exercising their authority or discretion in all of the Resulting Issuer’s business dealings.

Nomination of Directors

The Board determines new nominees to the Board, although no formal process has been adopted.

Other Board Committees

The Resulting Issuer will initially have no Board committees other than the Audit Committee.

Assessments

No formal plan or procedure has been adopted for the annual review of the performance of every director and officer.

Executive Compensation

Upon completion of the Qualifying Transaction, it is anticipated that the new Board will establish and administer an executive compensation program. It is anticipated that such program will be comprised of two principal elements including base salaries and incentive stock options, which are designed to provide a combination of cash and equity-based compensation to effectively compensate, attract, retain and motivate the directors and executive officers of the Resulting Issuer, and to closely align the personal interests of such persons to those of the shareholders of the Resulting Issuer.

Upon completion of the Qualifying Transaction, the Resulting Issuer will have the following named executive officers: Tim Shearcroft, CEO and Harry Nijjar, CFO. The following table contains information about the compensation the Resulting Issuer expects to pay to, or be earned by, the Resulting Issuer’s executive officers for the 12 months following Closing:

Table of proposed compensation excluding compensation securities
Name and position	Salary, consulting fee, retainer, commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Timothy Shearcroft
CEO and Director	Nil	Nil	Nil	Nil	Nil	Nil
Harry Nijjar
CFO	48,000	Nil	Nil	Nil	Nil	48,000

Mr. Shearcroft will not receive any compensation until such time as the Resulting Issuer has completed its first round of drilling and raised adequate funding to undertake a second phase of drilling. Following achievement of those milestones, he will be eligible for such salary and / or bonuses as the Board may determine.

Other than the compensation set out above, and incentive Stock Options, and other awards as may be granted from time to time (see “Information Concerning the Resulting Issuer - Options to Purchase Securities” below), no other executive compensation is expected to be paid, including bonuses, non-equity incentive plans, share based incentive plans, or pensions.

Compensation of Directors

The Resulting Issuer intends to compensate directors through the issuance of Stock Options in accordance with the terms and conditions of its Stock Option Plan. Additionally, the Resulting Issuer may agree to pay the non-executive directors monthly fees. Directors will also be reimbursed for any expenses incurred by them on behalf of the Resulting Issuer or in attending to Resulting Issuer business.

Indebtedness of Directors, Officers, Promoters and Other Management

No proposed director, executive officer or promoter of the Resulting Issuer is or has been indebted to FRS or BPEx in the most recently completed financial year; nor will they be indebted to the Resulting Issuer upon completion of the Qualifying Transaction.

Investor Relations Arrangements

Following the Closing, the Resulting Issuer expects to conduct investor relations internally.

Options to Purchase Securities

FRS currently has in place a “rolling” stock option plan (the “Stock Option Plan”) pursuant to which FRS is authorized to grant stock options of up to 10% of its issued and outstanding shares, from time to time. The Stock Option Plan is described above under the heading “Information Concerning FRS – Description of Securities – Options.” There are no options presently outstanding under the Stock Option Plan. The Stock Option Plan will continue to be available to the Resulting Issuer such that options may be granted thereunder to directors, officers, employees and consultants of the Resulting Issuer and its subsidiaries.

It is expected that the new Board of the Resulting Issuer will grant an aggregate of 3,590,000 Stock Options, exercisable at $0.15 per share for five years, to certain officers, directors, employees and consultants of the Resulting Issuer and its subsidiaries, as summarized in the following table:

Option Holders (and number of holders)	Number of Options
Executive Officers of the Resulting Issuer (3)	1,300,000
Directors of the Resulting Issuer (4)	1,400,000
Directors of Subsidiaries (1)	50,000
Consultants of the Resulting Issuer (5)	840,000

There can be no assurance that any Stock Options granted will be exercised in whole or in part. The Resulting Issuer will use any funds received upon exercise of any Stock Options for general working capital.

Escrowed Securities

CPC Escrow

On February 20, 2018, on or about the time FRS first became listed on the TSXV, certain FRS Shares were placed in escrow in accordance with the Exchange CPC Policy 2.4, to be released from escrow as to 25% on the completion of a Qualifying Transaction, and 25% on each of the dates six months, 12 months and 18 months following the initial release. Additional FRS Shares were added to escrow over time, such that there are presently 3,120,001 FRS Shares subject to escrow. As a result of the Consolidation and the FRS Debt Settlement, there will be 3,965,001 shares subject to this escrow restriction on Closing. The following table, as of the date hereof, sets out the number of Common Shares which will be held in escrow prior to and following completion of the Transaction.

Name	Prior to Giving Effect to the Qualifying Transaction		After Giving Effect to the Qualifying Transaction^{1}
	Number of Shares held in escrow	Percentage of Shares	Number of Shares to be held in escrow	Percentage of Shares
Konstantine Tsakumis	400,000	5.96%	300,000	0.71%
Robert McMorran	950,000	14.16%	779,167^{2}	1.68%^{2}
Mark Wright	600,000	8.94%	450,000	1.06%
Neil MacRae	950,001	14.16%	845,834^{3}	1.68%^{3}
JLHLC Holdings Inc.	200,000	2.98%	150,000	0.35%
Eleni Tsakumis	5,000	0.07%	3,750	0.01%
Kelly Wright	10,000	0.15%	7,500	0.02%
Tracy MacRae	5,000	0.07%	3,750	0.01%

Assumes 42,507,296 Resulting Issuer Shares outstanding upon Closing.
Includes the issuance of 66,667 Resulting Issuer Shares pursuant to the FRS Debt Settlement.
Includes the issuance of 133,333 Resulting Issuer Shares pursuant to the FRS Debt Settlement.

QT Escrow

TSXV Policy requires that on closing of a QT, all Resulting Issuer Securities held by Principals of the Resulting Issuer and certain others, are to be subject to escrow restrictions. The Principals of the Resulting Issuer and others as a group will beneficially own, directly or indirectly, or exercise control or direction over, an aggregate of 14,171,733 Resulting Issuer Shares and 623,848 Replacement Warrants. As a Tier 2 issuer, all of those

securities will be subject to escrow and will be subject to release as to 10% upon the date of the Final QT Exchange Bulletin, and 15% every six months thereafter over 36 months.

Until their release from escrow, holders of Escrow Securities may not sell, transfer, assign, mortgage, enter into a derivative transaction concerning, or otherwise deal in any way with the same except as permitted by the TSXV. TSXV permitted transfers or dealings within escrow include: (i) transfers to existing or, upon their appointment, incoming directors and senior officers of the Resulting Issuer or of a material operating subsidiary; (ii) transfers to an RRSP or similar trustee plan; (iii) transfers upon bankruptcy to the trustee in bankruptcy or another person entitled to the Escrow Securities on bankruptcy; and (iv) pledges or mortgages to a financial institution as collateral for a loan.

Should the Resulting Issuer at any time during the 36 months following the date of the Final TSXV Bulletin become a Tier 1 issuer on the TSXV, the schedule for release of any remaining Escrow Securities will accelerate, on a retroactive basis, as to 25% as of the date of the Final QT Exchange Bulletin, and 25% every six months thereafter over 18 months.

The following table sets out the details of the Escrow Securities that will be held in escrow upon Closing:

Name and municipality of residence of security holder	Prior to giving effect to the Qualifying Transaction		After giving effect to the Qualifying Transaction^{1}
	Number of Escrow Securities	Percentage	Number of Escrow Securities	Percentage
Tim Shearcoft
(Vancouver, B.C.)	nil	n/a	3,500,000 shares	8.23%
0947436 B.C. Ltd^{4}
(Vancouver, B.C.)	nil	n/a	4,749,015 shares
590,126 warrants	11.17%
(undiluted)
12.39%
(partially diluted)
Harry Nijjar
(Vancouver, B.C.)	nil	n/a	Nil	n/a
Cruise Geoservices Ltd.
(Vancouver, B.C.)	nil	n/a	1,666,667 shares	3.92%
Keith Henderson
(Vancouver, B.C.)	nil	n/a	1,666,667 shares	3.92%
Stewart Redwood
(Panama City, Panama)	nil	n/a	500,000 shares	1.18%
Gonzalo Lemuz^{5}
(Lima, Peru)	nil	n/a	1,376,884 shares
33,722 warrants	3.24%
(undiluted)
3.32%
(partially diluted)
1052103 B.C. Ltd.^{6}
(Vancouver, B.C.)	nil	n/a	3,943,085 shares
866,644 warrants	9.28%
(undiluted)
11.09%
(partially diluted)
Michael Seifert
(West Vancouver, B.C.)	nil	n/a	50,000 shares	0.12%
David Patterson
(Vancouver, B.C.)	nil	n/a	50,000 shares	0.12%

| Colin Watt
(Vancouver, B.C.) | nil | n/a | 50,000 shares | 0.12% |
| --- | --- | --- | --- | --- |
| Jeff Lightfoot
(Langley, B.C.) | nil | n/a | 50,000 shares | 0.12% |
| Xin Ran Mai
(Surrey, B.C.) | nil | n/a | 160,000 shares | 0.38% |

Assumes 42,507,296 Resulting Issuer Shares outstanding upon Closing.
As of the date of this Filing Statement, Fairfax Mining Corp. owns 3,056,405 shares. Immediately prior to closing of the Transaction, Fairfax Mining Corp. will transfer all of the 3,056,405 shares to its shareholders in proportion to their respective ownership interest in Fairfax Mining Corp. (the “Fairfax Transfer”).
Denoted as shares received from the Fairfax Transfer.
Includes 762,142 shares from the Fairfax Transfer.
Includes 43,551 shares from the Fairfax Transfer.
Includes 1,119,259 shares from the Fairfax Transfer.

Other Resale Restrictions

In addition to the above escrow restrictions, a total of 333,333 Resulting Issuer Shares will be subject to seed share resale restrictions as imposed by the TSXV Policies. The shares will be subject to the following restrictions on resale: 20% will be released on the date of the Final QT Exchange Bulleting and additional 20% of such shares will be released every three months thereafter over a period of one year. The shares subject to these seed share resale restrictions are set forth below:

Name and municipality of residence of security holder	Prior to giving effect to the Qualifying Transaction		After giving effect to the Qualifying Transaction^{1}
	Number of Escrow Securities	Percentage	Number of Escrow Securities	Percentage
Michael Seifert
(West Vancouver, B.C.)	nil	n/a	83,333 shares	0.20%
David Patterson
(Vancouver, B.C.)	nil	n/a	83,333 shares	0.20%
Colin Watt
(Vancouver, B.C.)	nil	n/a	83,333 shares	0.20%
Jeff Lightfoot
(Langley, B.C.)	nil	n/a	83,333 shares	0.20%

Auditor, Transfer Agent and Registrar

Auditor

Following completion of the Qualifying Transaction, the auditor of the Resulting Issuer will be De Visser Gray, LLP, Chartered Professional Accountants (“De Visser Gray”) of Suite 401, 905 West Pender Street, Vancouver, British Columbia, Canada. De Visser Gray has confirmed that it is independent in accordance with the Chartered Professional Accountants of British Columbia Code of Professional Conduct.

Transfer Agent and Registrar

The Resulting Issuer’s transfer agent and registrar will remain as Computershare, with the location of its registers being maintained at their offices in Vancouver.

Risk Factors

There are a number of risk factors associated with FRS, BPEx and the Qualifying Transaction. On Closing, the business of BPEx will become the business of the Resulting Issuer. Accordingly, risk factors relating to BPEx’s current business will be risk factors relating to the Resulting Issuer’s business and references to BPEx in these risk factors should, where the context requires, be read to include the risks to the Resulting Issuer. An investment in the securities of the Resulting Issuer involves significant risks. Investors should carefully consider the risks described below and the other information contained in this Filing Statement before making an investment in the Resulting Issuer. An investment in securities of the Resulting Issuer should only be made by knowledgeable and sophisticated investors who are willing to risk and can afford the loss of their entire investment and who are able to understand the unique nature and risks associated with the Resulting Issuer’s proposed business. Potential investors should consult with their professional advisors to assess an investment in FRS. These risk factors are not a definitive list of all risk factors associated with an investment in FRS or in connection with its operations.

Qualifying Transaction Not Approved

The completion of the Qualifying Transaction is subject to TSXV approval. There can be no assurance that all necessary approvals will be obtained. If the Qualifying Transaction are not completed, FRS will continue to search for other opportunities; however, it will have incurred significant costs associated with the Qualifying Transaction.

The TSXV may refuse to accept the Qualifying Transaction if the Resulting Issuer fails to meet the minimum listing requirements prescribed by the TSXV upon completion of the Qualifying Transaction.

Additional Funding Requirements

Further exploration or development of the Resulting Issuer’s material mineral properties will require additional capital; and the amount may be significant. Although the Resulting Issuer has adequate funds to operate for the next 12 months, there is no assurance that it will be successful in obtaining the required financing for these or other purposes, including for general working capital. The Resulting Issuer’s ability to secure any required financing to sustain operations will depend in part upon prevailing capital market conditions and business success. There can be no assurance that the Resulting Issuer will be successful in its efforts to secure any additional financing on terms satisfactory to management. If additional financing is raised by issuance of additional shares from treasury, control may change and shareholders may suffer dilution. If adequate funds are not available, or are not available on acceptable terms, the Resulting Issuer may be required to scale back its current business plan or cease operating.

Market Risk for Securities

There can be no assurance that an active and liquid trading market for the Resulting Issuer Shares will be established and sustained. Upon resumption of trading, the market price for the Resulting Issuer Shares could be subject to wide fluctuations. Factors such as government regulation, metals price fluctuations, share price movements of peer companies and competitors, as well as overall market movements, may have a significant impact on the market price of the Resulting Issuer’s securities. The stock market has from time to time experienced extreme price and volume fluctuations, which have often been unrelated to the operating performance of any particular companies.

Non-Resident Directors and Officers

Certain directors and officers of the Resulting Issuer and its subsidiaries will reside outside of Canada. It may not be possible for shareholders to enforce judgments obtained in Canada against any of such non-resident persons, or any other person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada.

Risks Related to the Resulting Issuer's Business

Limited Operating History

Neither FRS nor BPEx has a history of earnings or profitability. BPEx has undertaken a limited amount of work on its mineral properties. The likelihood of success of the Resulting Issuer must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the establishment of any business, particularly in the mineral exploration sector. The Resulting Issuer will have limited financial resources and there is no assurance that additional funding will be available to it for further operations or to fulfill its obligations under applicable agreements. There is no assurance that the Resulting Issuer will be able to generate revenues, operate profitably, or provide a return on investment, or that it will successfully implement its plans.

Negative Cash Flow

BPEx has a limited history of operations, and no history of earnings, cash flow or profitability; both FRS and BPEx have had negative operating cash flow in the past, and will continue to have negative operating cash flow for the foreseeable future. BPEx's mineral properties are at the initial exploration stage only. While the Cosuño Property is more advanced, there is no assurance that any resources will be discovered, or if discovered that the same will be economic. The Resulting Issuer will have no source of operating cash flow and no assurance that additional funding will be available for further exploration and development of the properties when required. No assurance can be given that the Resulting Issuer will ever attain positive cash flow or profitability.

Exploration and Development

The mineral properties of BPEx are in the exploration stage and are without any known body of commercial ore; and each will require extensive expenditures during the exploration stage. Mineral exploration and development involves a high degree of risk which even a combination of experience, knowledge and careful evaluation may not be able to mitigate. The vast majority of properties which are explored are not ultimately developed into producing mines. There is no assurance that the Resulting Issuer's mineral exploration and development activities will result in any discoveries of commercial bodies of ore, or that minerals will be discovered in sufficient grade or quantities to justify commercial operations. The long-term profitability of the Resulting Issuer's operations will be in part directly related to the cost and success of its exploration programs, which may be affected by a number of factors beyond its control.

Estimates of Mineral Deposits

No assurance can be given that any identified mineralisation will be developed into a coherent mineral deposit, or that such deposit will qualify as a commercially viable and mineable ore body that can be legally and economically exploited. Estimates regarding mineralized deposits can also be affected by many factors such as permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions. In addition, the grades and tonnages of ore ultimately mined may differ from that indicated by drilling results and other exploration and development work. There can be no assurance that test work and results conducted and recovered in small-scale laboratory tests will be duplicated in large-scale tests under on-site conditions. Material changes in mineralized tonnages, grades, dilution and stripping ratios or recovery rates may affect the economic viability of projects. The existence of mineralization or mineralized deposits should not be interpreted as assurances of the future delineation of ore reserves or the profitability of any future operations.

Substantial Capital Expenditures Required

Substantial expenditures are required to (i) establish ore reserves through drilling, (ii) develop metallurgical processes to extract metal from the ore, and (iii) in the case of new properties, develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that the funds required for development can be obtained on a timely basis. The commercial viability of a mineral deposit once discovered is also dependent upon a number of factors, some of which relate to particular attributes of the deposit, such as size, grade and proximity to infrastructure, and some of which are more general factors such as metal prices and government regulations, including environmental protection. Most of these factors are beyond the control of the Resulting Issuer. In addition, because of these risks, there is no certainty that the expenditures to be made by the Resulting Issuer on the exploration of its mineral properties, as described herein, will result in the discovery of commercial quantities of ore.

Fluctuating Mineral Prices

The mining industry is heavily dependent upon the market price of the metals or minerals being mined or explored for. There is no assurance that, even if commercial quantities of mineral resources are discovered, a profitable market will exist for their sale. There can be no assurance that mineral prices will be such that the Resulting Issuer's mineral properties can be mined at a profit. Factors beyond the control of the Resulting Issuer may affect the marketability of any minerals discovered. The prices of base and precious metals have experienced volatile and significant price movements over short periods of time and are affected by numerous factors beyond the control of the Resulting Issuer. Metal prices have fluctuated widely, particularly in recent years. If the price of applicable metals should drop significantly, the economic prospects for the Resulting Issuer's mining properties could be significantly reduced or rendered uneconomic. There is no assurance that, a profitable market may exist for the sale of metals, including concentrates from the Resulting Issuer's projects. Factors beyond the control of the Resulting Issuer may affect the marketability of minerals or concentrates produced, including quality issues, impurities, deleterious elements, government regulations, royalties, allowable production and regulations regarding the importing and exporting of minerals, the effect of which cannot be accurately predicted.

Fluctuations in the prices of applicable metals may adversely affect the Resulting Issuer's financial performance and results of operations.

Dependence on Limited Mining Properties

The Cosuño Property will be the only material mineral property held by the Resulting Issuer. If BPEx fails to acquire the remaining 48% interest in Emisur, it will lose all of its interests in the Cosuño Property. Any adverse development affecting the progress of the Cosuño Property such as, but not limited to, obtaining financing on commercially suitable terms, hiring suitable personnel and mining contractors, or securing supply agreements on commercially suitable terms, may have a material adverse effect on the Resulting Issuer's financial performance and results of operations. Ongoing activity at the Cosuño Property may be undertaken while the economic viability of the operations thereon has not been established.

Most exploration projects do not result in the discovery of commercially minable ore deposits and no assurance can be given that any particular level of recovery or ore reserves will be realized or that any identified mineral deposit will ever qualify as a commercially minable (or viable) ore body which can be legally and economically exploited. Estimates of reserves, mineral deposits and production costs can also be affected by such factors as environmental permitting regulations and requirements, weather conditions, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions. Material changes in ore reserves, grades, stripping ratios or recovery rates may affect the economic viability of any project. In addition, if the Resulting Issuer discovers a mineral deposit, it would typically take several years from the initial phases of exploration until production is possible. During this time, the economic feasibility of production may

change. As a result of these uncertainties, there can be no assurance that the Resulting Issuer will successfully achieve profitability.

Management Experience and Dependence on Key Personnel and Employees

The Resulting Issuer's future success is dependent on the performance of its directors and officers. The experience of these individuals is a factor which will contribute to the Resulting Issuer's possible future success and growth. The Resulting Issuer will initially be relying on its Board members, as well as its independent consultants, for certain aspects of its business. The amount of time and expertise expended on the Resulting Issuer's affairs by each member of its management team and its directors, will vary according to its needs. The Resulting Issuer does not intend to acquire any key man insurance policies and there is, therefore, a risk that the death or departure of any member of management, the Board, or any key employee or consultant, could have a material adverse effect on the Resulting Issuer's future. Investors who are not prepared to rely on the Resulting Issuer's management team should not invest in its securities.

Ability to Exploit Current and Future Discoveries

It may not always be possible for the Resulting Issuer to participate in the exploitation of successful discoveries. Such exploitation may involve the need to obtain licences or clearance from the relevant authorities, which may not be available on a timely basis or may require conditions to be satisfied and/or the exercise of discretion by such authorities. It may or may not be possible for such conditions to be satisfied, and such conditions may prove uneconomic or not practical. Furthermore, the decision to proceed to further exploration may require the participation of other companies whose interest and objectives may not be consistent with those of the Resulting Issuer. Such further exploitation may also require the Resulting Issuer to meet or commit to financial obligations which it may not have anticipated or may not be able to commit to due to a lack of funds or an inability to raise funds.

Future Acquisitions

The Resulting Issuer may seek to grow by acquiring companies and/or assets or establishing joint ventures that it believes will complement its future business. The Resulting Issuer may not effectively select acquisition candidates or negotiate or finance acquisitions or properly integrate the acquired businesses. There is no assurance that the Resulting Issuer will be able to complete any acquisition it pursues on favourable terms, or that any acquisitions completed will ultimately benefit its business.

Uncertainty of Additional Funding

With the net proceeds from the Concurrent Financing, the Resulting Issuer will have sufficient financial resources to continue development and pursue project financing for its Cosuño Property. After that, the Resulting Issuer may not have sufficient financial resources to complete further work. There is no assurance that the Resulting Issuer will be successful in obtaining the required financing or that such financing will be available on terms acceptable to it. Any future financing may also be dilutive to existing shareholders.

Commodity Prices Including Volatility in Market Prices and Demand for Minerals and Metals

Prices and availability of commodities or inputs consumed or used in connection with exploration, development and mining, such as diesel, oil, electricity, chemicals and reagents, fluctuate and affect the costs of production at the Resulting Issuer's operations. These fluctuations can be unpredictable, can occur over short periods of time and may have a materially adverse impact on operating costs or the timing and costs of various projects.

The profitability of mining operations is significantly affected by changes in the market price of metals and the cost of power, petroleum fuels and oil. The level of interest rates, the rate of inflation, world supply of metals and stability of exchange rates can all cause significant fluctuations in base metal, precious metal, chemical reagent and oil prices. Such external economic factors are in turn influenced by changes in international investment patterns, monetary systems and political developments. The price of metals has fluctuated widely in

recent years. Depending on the price of mined metals, and the cost of mining such metals, cash flow from mining operations may not be sufficient to cover the Resulting Issuer’s operating costs or costs of servicing debt.

Failure of Third Parties’ Reviews, Reports and Projections to be Accurate and Reliability of Historical Information

The Resulting Issuer relies upon third parties to provide analysis, reviews, reports, advice and opinions regarding the Resulting Issuer’s projects. There is a risk that such analysis, reviews, reports, advice, opinions and projects are inaccurate, in particular with respect to resource estimation, process development and recommendations for products to be produced as well as with respect to economic assessments including estimating the capital and operation costs of the Resulting Issuer’s project and forecasting potential future revenue streams. Uncertainties are also inherent in such estimations.

The Resulting Issuer has also relied on, and the disclosure from the Cosuño Report, is based, in part, upon historical data compiled by previous parties involved with the Cosuño Property. To the extent that any of such historical data is inaccurate or incomplete, the Resulting Issuer’s exploration plans may be adversely affected.

Disruption from Non-Governmental Organizations

As is the case with any businesses which operate in the mining industry, the Resulting Issuer may become subject to pressure and lobbying from non-governmental organizations. There is a risk that the demands and actions of non-governmental organizations may cause significant disruption to the Resulting Issuer’s business which may have a material adverse effect on its operations and financial condition.

Permits and Licences

Operations of the Resulting Issuer will require licences and permits from various governmental authorities. The Resulting Issuer anticipates that it will be able to obtain in the future all necessary licences and permits to carry on the activities which it intends to conduct, and that it intends to comply in all material respects with the terms of such licences and permits. However, there can be no guarantee that the Resulting Issuer will be able to obtain at all or on reasonable terms, and maintain, at all times, all necessary licences and permits required to undertake its proposed exploration and development or to place its properties into commercial production and to operate mining facilities thereon.

In addition, the cost of compliance with changes in governmental regulations has the potential to reduce the profitability of any producing operations or preclude the economic development of any property.

Regulatory Requirements

The Resulting Issuer’s future operations, including exploration or development activities and commencement of production on its properties require permits from various federal, provincial and local governmental authorities, and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies engaged in the development and operation of mines and related facilities generally experience increased costs and delays in production and other schedules as a result of the need to comply with the applicable laws, regulations and permits. There can be no assurance that such laws and regulations would not have an adverse effect on any mining project the Resulting Issuer undertakes.

Failure to comply with applicable 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. Parties engaged in mining operations 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 upon them

for violation of applicable laws or regulations.

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

Changes in Laws

Changes to any of the laws, rules, regulations or policies to which the Resulting Issuer is subject could have a significant impact on the Resulting Issuer’s business. There can be no assurance that the Resulting Issuer will be able to comply with any future laws, rules, regulations and policies. Failure by the Resulting Issuer to comply with applicable laws, rules, regulations and policies may subject it to civil or regulatory proceedings, including fines or injunctions, which may have a material adverse effect on the Resulting Issuer’s business, financial condition, liquidity and results of operations. In addition, compliance with any future laws, rules, regulations and policies could negatively impact the Resulting Issuer’s profitability and have a material adverse effect on its business, financial condition, liquidity and results of operations.

Competition

The mining industry is intensely and increasingly competitive, and the Resulting Issuer will be competing for exploration and exploitation properties, and for resources to explore, develop and mine such properties, with many companies possessing greater financial resources and technical facilities. Competition in the mining business could adversely affect the Resulting Issuer’s ability to acquire suitable producing properties or prospects for mineral exploration in the future, or to acquire the personnel or assets needed to develop such properties.

Title Matters

While FRS has reviewed title to the Cosuño Property and, to the best of its knowledge, such title is in good standing, there is no guarantee that title will not be challenged or impugned. The Cosuño Property may be subject to prior transfer or third party land claims, and title may be affected by undetected defects.

Environmental Matters

All of the Resulting Issuer’s exploration and development operations will be subject to environmental permitting and regulations, which can make operations expensive or prohibit them altogether. The Resulting Issuer may be subject to potential risks and liabilities associated with pollution of the environment and the disposal of waste products that could occur as a result of its exploration, development and production activities.

To the extent the Resulting Issuer is subject to environmental liabilities, the payment of such liabilities or the costs that it may incur to remedy environmental pollution would reduce funds otherwise available to it and could have a material adverse effect on the Resulting Issuer. If the Resulting Issuer is unable to fully remedy an environmental problem, it might be required to suspend operations or enter into interim compliance measures pending completion of the required remedy. The potential exposure may be significant and could have a material adverse effect on the Resulting Issuer.

All of the Resulting Issuer’s exploration, development and production activities will be subject to regulation under one or more environmental laws and regulations. Many of the regulations require the Resulting Issuer to obtain permits for its activities. The Resulting Issuer must update and review its permits from to time, and is subject to environmental impact analyses and public review processes prior to approval of the additional activities.

It is possible that future changes in applicable laws, regulations and permits or changes in their enforcement or regulatory interpretation could have a significant impact on some portion of the Resulting Issuer’s business,

causing those activities to be economically re-evaluated at that time.

Health & Safety

Mining, like many other exploration or extractive natural resource industries, is subject to potential risks and liabilities due to accidents that could result in serious injury or death. The impact of such accidents could affect the profitability of the operations, cause an interruption to operations, lead to a loss of licences, affect the reputation of the Resulting Issuer and its ability to obtain further licences, damage community relations and reduce the perceived appeal of the Resulting Issuer as an employer.

There is no assurance that the Resulting Issuer has been or will at all times be in full compliance with all laws and regulations or hold, and be in full compliance with, all required health and safety permits. The potential costs and delays associated with compliance with such laws, regulations and permits could prevent the Resulting Issuer from proceeding with the development of a project or the operation or further development of a project, and any noncompliance therewith may adversely affect the Resulting Issuer’s business, financial condition and results of operations. Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Resulting Issuer and cause increases in exploration expenses, capital expenditures or production costs, reduction in the levels of production at producing properties, or abandonment or delays in development of new mining properties.

Uninsured or Uninsurable Risks

In the course of exploration, development and production of mineral resource properties, several risks and, in particular, significant risks that could result in damage to, or destruction of equipment and producing or processing facilities, personal injury or death, environmental damage, delays in mining, monetary losses and possible legal liability, may occur. It is not always possible to fully insure against such risks, and the Resulting Issuer may decide not to take out insurance against such risks as a result of high premiums or for other reasons. Should such liabilities arise they could reduce or eliminate any future profitability and result in an increase in costs and a decline in value of the securities of the Resulting Issuer. The Resulting Issuer cannot be certain that insurance will be available on acceptable terms or conditions. In some cases coverage may not be acceptable or may be considered too expensive relative to the perceived risk.

Operating Hazards and Risks

Mineral resource exploration and development and the operation of mineral and chemical processing facilities involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. These hazards include failure of equipment or processing facilities to operate in accordance with specifications or expectations, cost escalation, unavailability of materials and equipment, government or regulatory action or delays, unanticipated events related to health, safety and environmental matters, formation pressures, fires, power outages, labour disruptions, flooding, explosions, and the inability to obtain suitable or adequate machinery, equipment or labour.

Operations in which the Resulting Issuer will have a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of minerals, any of which could result in work stoppages, damage to or destruction of property, loss of life and environmental damage. The Resulting Issuer does not currently intend to carry liability insurance for such risks, electing instead to ensure its contractors have adequate insurance coverage. The nature of these risks is such that liabilities might exceed any insurance policy limits, the liabilities and hazards might not be insurable, or the Resulting Issuer might not elect to insure itself against such liabilities due to high premium costs or other factors. Such liabilities may have a materially adverse effect upon the Resulting Issuer’s financial condition.

Dividend Risk

FRS and BPEx have not paid dividends in the past and the Resulting Issuer does not anticipate paying dividends in the near future. The Resulting Issuer expects to retain earnings to finance further growth and, where appropriate, retire debt.

GENERAL MATTERS

Sponsorship

FRS has applied for and received a waiver of sponsorship from the TSXV.

Relationships

There are no actual or anticipated agreements between the Resulting Issuer and any registrant to provide sponsorship or corporate finance services, either now or in the future.

Interests of Certain Persons

The following opinions or reports have been described or included in this Filing Statement:

Baker Tilly WM LLP, Chartered Professional Accountants (“Baker Tilly”) are FRS’s auditors and have issued an opinion with respect to FRS’s audited financial statements for the fiscal years ended September 30, 2024 and 2023. Baker Tilly has advised that they are independent with respect to FRS in accordance with the Chartered Professional Accountants of British Columbia Code of Professional Conduct;
De Visser Gray LLP, Chartered Professional Accountants (“De Visser Gray”) are the auditors for BPEx and have issued an opinion with respect to BPEx’s audited financial statements for the fiscal years ended September 30, 2024 and 2023. De Visser Gray has advised they are independent with respect to BPEx in accordance with the Chartered Professional Accountants of British Columbia Code of Professional Conduct; and
The Author of the Cosuño Report; who advises that he is independent of each of BPEx and FRS, and that he holds no interest in the Cosuño Property.

None of the aforementioned persons or companies, nor any director, officer, partner or employee of any of the aforementioned persons or companies, is or is expected to be elected, appointed or employed as a director, officer or employee of the Resulting Issuer or of any Associate or Affiliate of the Resulting Issuer. See “Forward-Looking Information”.

Other Material Facts

To management’s knowledge, there are no other material facts about FRS, the Resulting Issuer or the Qualifying Transaction that are not disclosed elsewhere in this Filing Statement.

Board Approval

This Filing Statement has been approved by the Board of Directors of FRS. Where information contained in this Filing Statement rests particularly within the knowledge of a person other than FRS, FRS have relied upon information by such person.

FINANCIAL STATEMENT REQUIREMENTS

The following financial statements and corresponding MD&A are incorporated by reference in, and form a part of this Filing Statement:

FRS’s annual audited financial statements for the fiscal years ended September 30, 2024 and 2023; and FRS’s unaudited interim financial statements for the six-months ended March 31, 2025; and
Management’s discussion and analysis of FRS’s financial statements as at and for the year ended September 30, 2024; and management’s discussion and analysis of FRS’s interim financial statements for the six-months ended March 31, 2025.

The following financial statements and corresponding MD&A are attached to and form a part of this Filing Statement:

BPEx’s audited financial statements for the fiscal years ended September 30, 2024 and 2023; and unaudited interim financial statements of BPEx for the nine-months ended June 30, 2025;
Management’s discussion and analysis of BPEx’s financial statements as at and for the year ended September 30, 2024; and management’s discussion and analysis of BPEx’s interim financial statements for the nine-months ended June 30, 2025.
Unaudited Pro-forma Consolidated Statement of Financial Position as at March 31, 2025, taking into account Closing of the QT, the Consolidation and the Financing.

CERTIFICATES

FARSTARCAP INVESTMENT CORP.

Date: August 19, 2025

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

“Konstantine Tsakumis”

KONSTANTINE TSAKUMIS
Chief Executive Officer

“Robert McMorran”

ROBERT MCMORRAN
Chief Financial Officer

On Behalf of the Board of Directors of Farstarcap Investment Corp.

“Mark Wright”

“Neil MacRae”

MARK WRIGHT
Director

NEIL MACRAE
Director

BP EXPLORATION CORP.

Date: August 19, 2025

The foregoing document, as it relates to BP Exploration Corp., constitutes full, true and plain disclosure of all material facts relating to the securities of BP Exploration Corp.

“Tim Shearcroft”

“Harry Nijjar”

TIM SHEARCROFT
Chief Executive Officer

Harry Nijjar
Chief Financial Officer

On Behalf of the Board of Directors of BP Exploration Corp.

“Keith Henderson”

“Mark Cruise”

KEITH HENDERSON
Director

MARK CRUISE
Director

ACKNOWLEDGEMENT – PERSONAL INFORMATION

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

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

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

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

FARSTARCAP INVESTMENT CORP.

“Konstantine Tsakumis”

Konstantine Tsakumis

Chief Executive Officer

APPENDIX “A”

AUDITED FINANCIAL STATEMENTS OF BP EXPLORATION CORP.
FOR THE FISCAL YEARS ENDED SEPTEMBER 30, 2024 AND 2023

AND

UNAUDITED INTERIM FINANCIAL STATEMENTS OF BP EXPLORATION CORP.
FOR THE NINE MONTHS ENDED JUNE 30, 2025

BP EXPLORATION CORP.

Consolidated Financial Statements

For the Years Ended September 30, 2024 and 2023

(Expressed in Canadian dollars)

DeVISSERGRAY LLP
CHARTERED PROFESSIONAL ACCOUNTANTS
401-905 West Pender St
Vancouver BC V6C 1L6
www.devissergray.com
t 604.687.5447
f 604.687.6737

Independent Auditor's Report

To the Directors of BP Exploration Corp.

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of BP Exploration Corp. (the "Company"), which comprise the consolidated statements of financial position as at September 30, 2024 and 2023, and the consolidated statements of loss and comprehensive loss, changes in equity and cash flows for the years ended September 30, 2024 and 2023, and notes to the consolidated financial statements, including a summary of material accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as at September 30, 2024 and 2023, and its financial performance and its cash flows for the periods then ended in accordance with IFRS Accounting Standards ("IFRS").

Basis for Opinion

We conducted our audits 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 Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audits of the consolidated financial statements in Canada, and we have fulfilled our 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 in the consolidated financial statements, which indicates that the Company has a history of recurring losses and has no source of revenue or operating cash flow and its ability to continue as a going concern is contingent on its ability to obtain additional financing. These matters, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

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

We have determined that there is the following key audit matter to communicate in our auditor's report:

Key audit matter:	How our audit addressed the key audit matter:
Assessment of impairment indicators of Exploration and Evaluation assets.	Our approach to addressing the matter included the following procedures, among others:
Refer to note 2 – Material accounting policy information: Exploration and evaluation assets; note 3 – Critical accounting estimates and judgements: Mineral property interests and title to mineral right interests; and note 4 – Exploration and evaluation assets	Evaluated the reasonableness of management's assessment of impairment indicators, which included the following:
Management assesses at each reporting period whether there is an indication that the carrying value of exploration and evaluation assets may not be recoverable. Management applies significant judgement in assessing whether indicators of impairment exist that	• Assessed the completeness of the factors that could be considered indicators of impairment, including consideration of evidence obtained in other areas of the audit.
• Confirmed that the Company's right to explore the properties had not expired.

necessitate impairment testing. Internal and external factors, such as (i) changes in the Company's assessment of whether commercially viable quantities of mineral resources exist within the properties; and (ii) changes in metal prices, capital and operating costs, are evaluated by management in determining whether there are any indicators of impairment.

We considered this a key audit matter due to (i) the significance of the exploration and evaluation assets balance and (ii) the significant audit effort and subjectivity in applying audit procedures to assess the factors evaluated by management in its assessment of impairment indicators, which required significant management judgement.

Obtained management's written representations regarding the Company's future plans for the exploration and evaluation assets.
Assessed the reasonableness of the Company's financial statement disclosure regarding their exploration and evaluation assets.

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

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

In preparing the consolidated 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 Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated 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 consolidated 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 consolidated 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 consolidated 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 consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Company as a basis for forming an opinion on the group financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.

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

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

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

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

De Visser Gray LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, BC, Canada

August 19, 2025

BP EXPLORATION CORP.
Consolidated Statements of Financial Position
As at September 30, 2024 and 2023
(Expressed in Canadian dollars)

	Note	2024	2023
		$	$
Assets
Current Assets
Cash and cash equivalents	2	8,191	44,467
Prepaid expenses		12,636	1,770
Accounts receivable		276	276
		21,103	46,513
Non-Current Assets
Exploration and evaluation assets	4	157,665	157,911
		157,665	157,911
Total Assets		178,768	204,424
Liabilities
Current Liabilities
Accounts payable and accrued liabilities		17,576	6,651
Due to related parties	6	89,657	1,914
Total Liabilities		107,233	8,565
Equity
Share capital	5	1,044,829	894,829
Accumulated other comprehensive loss		(14,781)	(21,200)
Deficit		(809,172)	(613,848)
Shareholders’ Equity		220,876	259,781
Non-controlling interests		(149,341)	(63,922)
Total Equity		71,535	195,859
Total Liabilities and Equity		178,768	204,424

Nature of operations and continuance of business (Note 1)
Subsequent events (Note 11)

Approved by the Board of Directors on August 19, 2025:
“Tim Shearcroft”
“Mark Cruise”

Director
Director

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

BP EXPLORATION CORP.
Consolidated Statements of Loss and Comprehensive Loss
For the Years Ended September 30, 2024 and 2023
(Expressed in Canadian dollars)

	Note	2024	2023
		$	$
Expenses
Exploration and evaluation expenses	4	220,333	281,406
Professional fees and consulting fees		48,499	30,837
General and administrative expenses		6,883	16,011
Loss before other items		(275,715)	(328,254)
Other items
Foreign exchange loss		(9,700)	(20,047)
Other income		95	378
		(9,605)	(19,669)
Net loss		(285,320)	(347,923)
Other comprehensive income
Items that may be reclassified to profit or loss:
Exchange differences on translation of foreign operations		10,996	5,627
Total comprehensive loss for the year		(274,324)	(342,296)
Net loss for the year attributable to:
Shareholders of the Company		(195,324)	(283,700)
Non-controlling interest (NCI)		(89,996)	(64,223)
		(285,320)	(347,923)
Total comprehensive loss for the year attributable to:
Shareholders of the Company		(188,905)	(277,914)
Non-controlling interest (NCI)		(85,419)	(64,382)
		(274,324)	(342,296)
Loss per share, basic and diluted		(0.01)	(0.01)
Weighted average number of shares outstanding, basic and diluted		33,464,478	26,774,670

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

BP EXPLORATION CORP.
Consolidated Statements of Changes in Equity
For the Years Ended September 30, 2024 and 2023
(Expressed in Canadian dollars)

| | Common Shares

| Share Capital

$ | Accumulated other comprehensive loss
$ | Deficit
$ | Non-Controlling Interests
$ | Total
$ |
| --- | --- | --- | --- | --- | --- | --- |
| Balance, September 30, 2022 | 23,291,098 | 510,750 | (26,986) | (330,148) | 460 | 154,076 |
| Shares issued | 7,681,576 | 384,079 | - | - | - | 384,079 |
| Net loss for the year | - | - | - | (283,700) | (64,223) | (347,923) |
| Exchange difference on translation of foreign operations | - | - | 5,786 | - | (159) | 5,627 |
| Balance, September 30, 2023 | 30,972,674 | 894,829 | (21,200) | (613,848) | (63,922) | 195,859 |
| Shares issued | 3,000,000 | 150,000 | - | - | - | 150,000 |
| Net loss for the year | - | - | - | (195,324) | (89,996) | (285,320) |
| Exchange difference on translation of foreign operations | - | - | 6,419 | - | 4,577 | 10,996 |
| Balance, September 30, 2024 | 33,972,674 | 1,044,829 | (14,781) | (809,172) | (149,341) | 71,535 |

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

BP EXPLORATION CORP.
Consolidated Statements of Cash Flows
For the Years Ended September 30, 2024 and 2023
(Expressed in Canadian dollars)

	2024	2023
	$	$
Cash provided by (used in):
Operating activities
Net (loss)	(285,320)	(347,923)
Items not affecting cash:
Unrealized foreign exchange loss	11,243	10,168
Changes in non-cash working capital items:
Prepaid expenses	(10,866)	(1,115)
Accounts receivable	-	(276)
Accounts payable and accrued liabilities	10,926	4,789
Due to related parties	87,743	-
Net cash used in operating activities	(186,276)	(334,357)
Investing activities
Acquisition of exploration and evaluation assets	-	(22,878)
Net cash used in investing activities	-	(22,878)
Financing activities
Proceeds from common shares issued	150,000	384,079
Net cash provided by financing activities	150,000	384,079
Increase (decrease) in cash and cash equivalents for the year	(36,276)	26,844
Cash and cash equivalents, beginning of year	44,467	17,623
Cash and cash equivalents, end of year	8,191	44,467

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

BP EXPLORATION CORP.

Notes to the Consolidated Financial Statements

For the Years Ended September 30, 2024 and 2023

(Expressed in Canadian dollars)

1. NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS

BP Exploration Corp. ("BPX" or the "Company") is involved in the acquisition, exploration and development of silver projects in Bolivia, including a 52% interest in the Cosuño project. BPX was incorporated under the Business Corporations Act (British Columbia) on February 10, 2020. Its principal office is located at Suite 1100-1199 West Hastings Street, Vancouver, B.C. V6E 3T5, Canada.

At the date of these consolidated financial statements, the Company has not yet determined whether any of its mineral right interests contain mineral reserves that are economically recoverable. Accordingly, the carrying amount of its exploration and evaluation assets represents the cumulative acquisition costs incurred to date which does not necessarily reflect present or future values. The recovery of these costs is dependent on the discovery of economically recoverable mineral reserves and the ability of the Company to obtain the necessary financing to undertake continuing exploration and development, and to resolve any environmental, regulatory or other constraints.

These consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to continue in operation for a reasonable period of time and will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. Notwithstanding the above, the Company's business activities are in the development stage, the Company has a history of recurring losses and no source of revenue or operating cash flow. Operations in recent years have been funded from the issuance of share capital, cash on hand and loans from shareholders. Given its current stage of operations, the Company's ability to continue as a going concern is contingent on its ability to continue to obtain additional financing. In the event the Company is unable to raise adequate financing or meet its current obligations, the carrying value of the Company's assets could be subject to material adjustments. These consolidated financial statements do not reflect adjustments to the carrying values of assets and liabilities which may be required should the Company be unable to continue as a going concern.

These consolidated financial statements are presented in Canadian dollars and all values are rounded to the nearest dollar except where otherwise indicated.

These consolidated financial statements were authorized for issue by the Board of Directors on August 19, 2025 and have been prepared in accordance with the IFRS Accounting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and Interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").

These consolidated financial statements have been prepared on the historical cost basis, except for certain financial instruments which are measured at fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.

BP EXPLORATION CORP.
Notes to the Consolidated Financial Statements
For the Years Ended September 30, 2024 and 2023
(Expressed in Canadian dollars)

2. MATERIAL ACCOUNTING POLICY INFORMATION

Subsidiaries and the basis of consolidation

These consolidated financial statements include the accounts of the Company and its subsidiaries at the end of the reporting period as follows:

	Incorporation	Percentage owned
		2024	2023
Roxwell Silver Minera S.A. (“Roxwell”)	Bolivia	100%	100%
Companies owned by Roxwell Emisur Minera S.A. (“Emisur”)	Bolivia	52%	52%

Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities, generally, but not in all cases, accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity. Judgement is also exercised in respect of the functional currency of foreign subsidiaries.

Where the Company's interest is less than 100%, the interest attributable to outside shareholders is reflected in non-controlling interest. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Company's equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling interests' share of changes in equity since the date of the combination.

All inter-company transactions and balances have been eliminated on consolidation.

Cash and cash equivalents

Cash and cash equivalents in the consolidated statement of financial position comprise cash at banks and on hand, and highly liquid investments with an original maturity of three months or less, which are readily convertible into a known amount of cash. As at September 30, 2024, the Company had $8,191 (2023 - $44,467) in cash and cash equivalents.

VAT tax credits

Expenses incurred by the Company in Bolivia are subject to a Bolivian Value Added Tax ("VAT"). The VAT is not refundable to the Company, but can be used in the future to offset amounts due to the Bolivian Revenue Service by the Company resulting from VAT charged to clients on future sales. Due to the uncertainty of its recoverability, VAT tax credits have either been capitalized to mineral property costs relating to the property or expensed if it relates to mineral exploration. If the Company ultimately recovers previously capitalized amounts, the amount received will be applied to reduce mineral property costs or taken as a credit against current expenses depending on the prior treatment.

Exploration and evaluation assets

All acquisition costs are capitalized into intangible assets until the rights to which they relate are placed into production, at which time these acquisition costs will be amortized over the estimated useful life of the rights upon commissioning the property or written-off if the rights are disposed of, impaired or abandoned. All exploration costs are expensed as incurred.

Management reviews the carrying amounts of mineral right interests on an annual basis and will recognize impairment based upon current exploration results and upon assessment of the probability of profitable exploitation of the rights.

Costs include the cash consideration and the fair value of shares issued on the acquisition of mineral rights. Rights acquired under option or joint venture agreements, whereby payments are made at the sole discretion

BP EXPLORATION CORP.

Notes to the Consolidated Financial Statements

For the Years Ended September 30, 2024 and 2023

(Expressed in Canadian dollars)

of the Company, are recorded in the accounts when the payments are made. Proceeds from property option payments received by the Company are netted against the deferred costs of the related mineral rights, with any excess being included in operations.

There may be material uncertainties associated with the Company's title and ownership of its mineral interests. Ordinarily the Company does not own the land upon which an interest is located, and title may be subject to unregistered prior agreements or transfers or other undetected defects.

Impairment of non-financial assets

At each date of the consolidated statement of financial position, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is an indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit ("CGU") to which the assets belong.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognized immediately in the consolidated statement of loss and comprehensive loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (CGU) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or CGU) in prior years.

Management estimates of mineral prices, recoverable reserves, and operating, capital and restoration costs are subject to certain risks and uncertainties that may affect the recoverability of mineral right interests. Although management has made its best estimate of these factors, it is possible that changes could occur in the near term that could adversely affect management's estimate of the net cash flow to be generated from its projects.

Income taxes

Income tax expense represents the sum of tax currently payable and deferred tax.

Current income tax

Current income tax assets and liabilities for the current and prior periods 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 by the date of the consolidated statement of financial position.

Deferred income tax

Deferred income tax is provided using the liability method on temporary differences at the date of the consolidated statement of financial position between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognized for all taxable temporary differences, except:

where the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

BP EXPLORATION CORP.

Notes to the Consolidated Financial Statements

For the Years Ended September 30, 2024 and 2023

(Expressed in Canadian dollars)

in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred income tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilized except:

where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and
in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred income tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

The carrying amount of deferred income tax assets is reviewed at each date of the consolidated statement of financial position and reduced to the extent that it is no longer probable that enough taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. Deferred income tax assets for unused tax losses, tax credits and deductible temporary differences are reassessed at each date of the consolidated statement of financial position and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

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 substantively enacted at the date of the consolidated statement of financial position.

Deferred income tax relating to items recognized directly in equity or other comprehensive income ("OCI") is recognized in equity or OCI and not in the consolidated statement of loss.

Deferred income tax assets and deferred income tax liabilities are offset if, and only if, a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend to either settle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered.

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. Parties are also considered to be related if they are subject to common control or common significant influence. 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. Related party transactions that are in the normal course of business and have commercial substance are measured at the exchange amount, which is determined on a cost recovery basis.

BP EXPLORATION CORP.

Notes to the Consolidated Financial Statements

For the Years Ended September 30, 2024 and 2023

(Expressed in Canadian dollars)

Share-based compensation

(i) Share options

The Company grants share purchase options to directors, officers, employees and consultants to purchase common shares. The fair value of options granted is recognized as a share-based payment expense with a corresponding increase in reserves. An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee.

The fair value is measured at grant date and recognized over the period during which the options vest. The fair value of the options granted is measured using the Black-Scholes option pricing model taking into account the terms and conditions upon which the options were granted.

Share capital

The Company records proceeds from share issuances in share capital, net of issue costs and any tax effects. The fair value of common shares issued as consideration for mineral right interests is based on the trading price of those shares on the TSX-V on the date of agreement to issue shares or other fair value equivalent amount as determined by the Board of Directors. Stock options and other equity instruments issued as purchase consideration in non-monetary transactions are recorded at fair value determined by management using the Black-Scholes option pricing model. Proceeds from unit placements are allocated between shares and warrants issued according to their relative fair value.

Basic loss per share

Basic loss per share is computed by dividing the loss available to common shareholders by the weighted average number of common shares outstanding during the period. Under this method, the weighted average number of common shares used to calculate the dilutive effect in the statement of loss and comprehensive loss assumes that the proceeds that could be obtained upon exercise of options, warrants and similar instruments would be used to purchase common shares at the average market price during the period. In periods where a net loss is incurred, and the effect of outstanding stock options and warrants would be anti-dilutive, basic and diluted loss per share is the same.

Financial instruments

The following are the Company's accounting policies under IFRS 9:

a) Financial assets

A financial asset is recognized when the Company has the contractual right to collect future cash flows. Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. Financial assets are recognized at fair value through profit or loss ("FVTPL"), fair value through other comprehensive income ("FVOCI") or amortized cost.

Cash and cash equivalents are recognized at their fair value and carried at amortized cost.

Receivables, excluding GST, are initially recognized at their fair value, less transaction costs and subsequently carried at amortized cost using the effective interest method less impairment losses.

Equity investments are initially recognized at their fair value. Changes in the fair value of equity investments are recognized in comprehensive income (loss) in the period in which they occur.

Interest income is recognized by applying the effective interest rate except for short-term receivables when the recognition of interest would be immaterial.

BP EXPLORATION CORP.

Notes to the Consolidated Financial Statements

For the Years Ended September 30, 2024 and 2023

(Expressed in Canadian dollars)

Effective interest method

The effective interest method calculates the amortized cost of a financial asset and allocates interest income over the corresponding period. The effective interest rate is the rate that discounts estimated future cash receipts over the expected life of the financial asset, or, where appropriate, a shorter period, to the net carrying amount on initial recognition. Income is recognized on an effective interest basis for debt instruments other than those financial assets classified as FVTPL.

Impairment of financial assets

Recognition of credit losses is no longer dependent on the Company first identifying a credit loss event. Instead, the Company considers a broader range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions and forecasts that affect the expected collectability of future cash flows of the instrument.

In applying this forward-looking approach, the Company separates instruments into the following categories:

financial instruments that have not deteriorated significantly since initial recognition or that have low credit risk; or
financial instruments that have deteriorated significantly since initial recognition and whose credit loss is not low; or
financial instruments that have objective evidence of impairment at the reporting date.

12-month expected credit losses are recognized for the first category while 'lifetime expected credit losses' are recognized for the second category.

Trade and other receivables

The Company makes use of a simplified approach in accounting for trade receivables and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. The Company uses historical experience, external indicators and forward-looking information to calculate the expected credit losses using a provision matrix.

The Company assesses impairment of trade receivables on a collective basis when they possess shared credit risk characteristics and days past due.

For financial assets carried at amortized cost, the amount of the impairment is the difference between the asset's carrying amount and the present value of the estimated future cash flows, discounted at the financial asset's original effective interest rate.

Financial assets, other than those at FVTPL and amortized cost, are assessed for indicators of impairment at each reporting period. Financial assets are impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been impacted.

De-recognition of financial assets

A financial asset is derecognized when the contractual right to the asset's cash flows expire or the Company transfers the financial asset and substantially all risks and rewards of ownership to another entity.

b) Financial liabilities

A financial liability is recognized when the Company has the contractual obligation to pay future cash flows. Financial liabilities such as accounts payable and other liabilities and due to related parties are recognized at amortized cost using the effective interest rate method.

BP EXPLORATION CORP.

Notes to the Consolidated Financial Statements

For the Years Ended September 30, 2024 and 2023

(Expressed in Canadian dollars)

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are capitalized as part of the cost of the asset until the asset is substantially ready for its intended use. Other borrowing costs are recognized as an expense in the period incurred.

Reclamation provision

An obligation to incur restoration, rehabilitation and environmental costs arises when environmental disturbance is caused by the exploration, development or ongoing production of a mineral property interest. Such costs arising from the decommissioning of plant and other site preparation work, discounted to their net present value, are provided and capitalized at the start of each project to the carrying amount of the asset, as soon as the obligation to incur such costs arises. Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value. These costs are charged against profit or loss over the economic life of the related asset, through amortization using either the unit-of-production or straight-line method. The related liability is adjusted each period for the unwinding of the discount rate and for changes to the current market-based discount rate, amount or timing of the underlying cash flows needed to settle the obligation. Costs for restoration of subsequent site damage which is created on an ongoing basis during production are provided for at their net present values and charged against profits as extraction progresses.

Provisions

Provisions are recognized when the Company has a present obligation (legal or constructive) that has arisen as a result of a past event and it is probable that a future outflow of resources will be required to settle the obligation, provided that a reliable estimate can be made of the amount of the obligation.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risk specific to the obligation. Any increase in a provision due solely to passage of time is recognized as interest expense.

Foreign currency translation

The functional currency of subsidiaries is the currency of the primary economic environment in which the entity operates, which has been determined to be the Bolivian Boliviano. Transactions in foreign currencies are translated to the functional currency of the entity at the exchange rate in existence at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated at the period end date exchange rates. Non-monetary items which are measured using historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

The functional currency of the parent entity is the Canadian dollar. The presentation currency of the Company is also the Canadian dollar.

For the purposes of presenting consolidated financial statements, the assets and liabilities of the Company's subsidiaries are translated into the Canadian dollar using exchange rates prevailing at the end of the period. Income and expense items are translated at the average rate for the period. Exchange differences are recognized as the current translation adjustment in other comprehensive income and accumulated in equity.

3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Use of judgements and estimates

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

BP EXPLORATION CORP.

Notes to the Consolidated Financial Statements

For the Years Ended September 30, 2024 and 2023

(Expressed in Canadian dollars)

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

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

Judgements

a) Mineral right interests

The application of the Company's accounting policies for mineral right interests requires judgement in determining whether it is likely that future economic benefits will flow to the Company, which may be based on assumptions about future events or circumstances. Estimates and assumptions may change if new information becomes available. If, after expenditures are capitalized, information becomes available suggesting that the recovery of the expenditures is unlikely, the amount capitalized is impaired with a corresponding charge to profit or loss in the period in which the new information becomes available.

b) Title to mineral right interests

Although the Company has taken steps to verify title to its mineral right interests, these procedures do not guarantee the Company's title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

c) Going concern

Critical judgement and estimates are applied for the determination that the Company will continue as a going concern for the next year.

4. EXPLORATION AND EVALUATION ASSETS

Cosuño Project

On March 16, 2022, the Company's wholly owned subsidiary Roxwell entered into a sale and purchase agreement to acquire a 100% interest in Emisur, a Bolivian entity whose primary asset is the Cosuño silver project (the "Cosuño Project").

The Company acquired a 52% interest by making a cash payment of US$100,250. As a result of the transaction, the Company recorded the pro-rata fair value of the non-controlling interest's portion of the net assets of Emisur at the time of acquisition, resulting in a charge of $460 (US$345) to non-controlling interest. The non-controlling interest of 48% can be acquired by the Company by making the following payments:

US$100,000 by September 30, 2025;
US$150,000 by September 30, 2026; and
US$2,150,000 by September 29, 2028.

If the Company is unable to fulfill the payment obligations to acquire the remaining 48% interest, the 52% interest currently held will be returned to the previous shareholders of Emisur.

The Cosuño project is subject to a 2% Net Smelter Returns royalty ("NSR") which can be repurchased by BPX at any time for US$5,000,000.

Titiri Project

Through its wholly owned subsidiary Roxwell, the Company has staked the Titiri project. The application for the mineral titles remains pending.

BP EXPLORATION CORP.

Notes to the Consolidated Financial Statements

For the Years Ended September 30, 2024 and 2023

(Expressed in Canadian dollars)

The Titiri project is subject to a 2% NSR royalty which can be repurchased by BPX at any time for US$5,000,000. There is a one-time right to purchase 100% of the NSR for US$2,500,000 exercisable within five years from the commencement of drilling of the project.

The exploration and evaluation assets for the years ended September 30, 2024 and 2023 are as follows:

	Cosuño	Titiri	Total
Balance, September 30, 2022	136,901	2,673	139,574
Additions	-	20,430	20,430
Foreign currency translation	(1,868)	(225)	(2,093)
Balance, September 30, 2023	135,033	22,878	157,911
Foreign currency translation	(210)	(36)	(246)
Balance, September 30, 2024	134,823	22,842	157,665

The exploration and evaluation expenses for the year ended September 30, 2024 are as follows:

	Cosuño	Titiri	Total
Geological consulting	65,159	6,879	72,038
Community relations	9,883	-	9,883
Consulting fees	10,797	-	10,797
Office and miscellaneous	19,278	-	19,278
Permit and license	46,308	12,118	58,426
Salaries	14,873	-	14,873
Sampling and assaying	20,261	287	20,548
Travel	13,623	867	14,490
Total exploration costs	200,182	20,151	220,333

The exploration and evaluation expenses for the year ended September 30, 2023 are as follows:

	Cosuño	Titiri	Total
Geological consulting	29,267	9,714	38,981
Community relations	4,326	-	4,326
Consulting fees	4,450	54,623	59,073
Field camp	2,623	-	2,623
Legal	272	-	272
Office and miscellaneous	10,086	-	10,086
Permit and license	40,753	1,387	42,140
Salaries	8,547	7,382	15,929
Sampling and assaying	31,266	1,900	33,166
Travel	43,803	31,007	74,810
Total exploration costs	175,393	106,013	281,406

5. EQUITY

a) Authorized

Unlimited number of common shares without par value.

b) Financings

During the year ended September 30, 2024, the Company had the following share transactions:

BP EXPLORATION CORP.

Notes to the Consolidated Financial Statements

For the Years Ended September 30, 2024 and 2023

(Expressed in Canadian dollars)

i) On December 1, 2023, the Company issued 3,000,000 common shares at $0.05 per common share for gross proceeds of $150,000.

During the year ended September 30, 2023, the Company had the following share transactions:

i) On December 21, 2022, the Company issued 700,000 common shares at $0.05 per common share for gross proceeds of $35,000.
ii) On February 24, 2023, the Company issued 1,200,000 common shares at $0.05 per common share for gross proceeds of $60,000.
iii) On May 29, 2023, the Company issued 4,781,576 common shares at $0.05 per common share for gross proceeds of $239,079.
iv) On July 31, 2023, the Company issued 1,000,000 common shares at $0.05 per common share for gross proceeds of $50,000.

6. RELATED PARTY TRANSACTIONS

The Company's related parties consist of companies controlled by Chief Executive Officer ("CEO") of the Company, the Company's Chief Financial Officer ("CFO") and the Company's VP of Exploration.

The Company incurred the following fees and salaries during the period in the normal course of operations with companies controlled by key management, including the CEO, CFO, VP of Exploration and/or directors. Transactions have been measured at the exchange amount, which is the consideration determined and agreed to by the related parties.

As at September 30, 2024, the Company had $89,657 (2023 - $1,914) due to related parties. Amounts owing are non-interest bearing and due on demand.

During the year ended September 30, 2024, a company controlled by the CEO ("Lender") provided an unsecured loan to the Company in the principal amount of $87,743 (US$65,000). The amount is non-interest bearing and can be called by the lender at any time in part or full, or converted to shares.

On October 11, 2024, the Lender extended a further $21,607 (US$15,000) to the Company and the Company repaid $41,783 (US$30,000) of the existing loan balance. On March 14, 2025, the Company entered into a loan agreement for the remaining loan balance of $67,567 (US$50,000). The loan is due 18 months ("Maturity Date") following the date the Company either (i) completes a listing of its shares on a stock exchange in Canada, or (ii) completes a transaction with an existing public company whereby BPX shareholders receive shares of the public company which begin trading on a stock exchange in Canada (the "Listing Date"). The loan will bear interest at the rate of 10% per annum, calculated and accruing from the Listing Date and payable on, the Maturity Date.

On May 7, 2025, the CEO provided a loan of $21,898 (US$15,872) to the Company. The loan is due on the earlier of (i) closing of the Qualifying Transaction ("QT"), and (ii) nine months following the date of the agreement ("New Maturity Date") provided (a) the parties may agree to convert the loan and accrued interest to common shares of the Company in the event that the QT fails to close, and (b) the Company may repay the loan, in whole or in part, at any time and from time to time, prior to the Maturity Date. The loan will bear interest at the rate of 10% per annum, calculated and accruing to, and payable on, the New Maturity Date. On July 25, 2025, the CEO extended a further $20,555 (US$15,000) to the Company on the same terms.

On May 15, 2025, the Company entered into two additional loan agreements with a director of the Company and a company controlled by another director of the Company for the total loan amount of $30,000 ($15,000 each) on the same terms as above.

BP EXPLORATION CORP.

Notes to the Consolidated Financial Statements

For the Years Ended September 30, 2024 and 2023

(Expressed in Canadian dollars)

consideration of their assistance of locating and acquiring the two projects. The Company retains the right at any time, to purchase each 2.0% NSR for US $5,000,000, and a one-time right to purchase each NSR within the first five years following commencement of drilling on the applicable property for US $2,500,000.

7. FINANCIAL AND CAPITAL RISK MANAGEMENT – FINANCIAL INSTRUMENTS

Financial risk management

The Company's activities expose it to a variety of financial risks, which include liquidity risk, interest rate risk, currency risk and credit risk.

a) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk by raising additional capital as required from time to time.

b) Currency risk

The Company faces foreign exchange risk exposures arising from transactions denominated in foreign currencies.

The Company's main foreign exchange risks arise with respect to the Bolivian Boliviano and to a lesser degree, the U.S. dollar. The Company continuously monitors this exposure to determine if any mitigation strategies become necessary and maintains limited balances in foreign currencies to avoid continuous fluctuation.

c) Interest Rate Risk

Included in the results of operations of the Company are interest income on U.S. dollar, and Canadian dollar cash and cash equivalents. The Company receives interest on cash based on market interest rates. As at September 30, 2024, with other variables unchanged, a 1% change in Prime rates would have had no material impact on the Company's net loss and no effect on other comprehensive loss.

d) Credit Risk

Financial instruments that potentially subject the Company to credit risk consists of cash and cash equivalents. Cash is maintained with financial institutions in Canada and Bolivia and is redeemable on demand. The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represents the Company's maximum exposure to credit risk.

Capital Risk Management

The Company's capital structure is comprised of working capital (current assets minus current liabilities) and equity. The Company's objectives when managing its capital structure are to maintain financial flexibility to preserve the Company's access to capital markets and its ability to meet its financial obligations. The Company's management is responsible for capital management and to determine the future capital management requirements.

Capital management is undertaken to ensure a secure, cost-effective supply of funds and that the Company's corporate and project requirements are met.

Financial Instruments by Category

BP EXPLORATION CORP.

Notes to the Consolidated Financial Statements

For the Years Ended September 30, 2024 and 2023

(Expressed in Canadian dollars)

instruments depends on the purpose for which the financial instruments were acquired or issued, their characteristics, and the Company's designation of such instruments.

The fair value of cash and cash equivalents, receivables and trade payables and other liabilities approximate their carrying values due to the short-term maturities of these financial instruments.

The Company is required to make disclosures about the inputs to fair value measurements, including their classification within a hierarchy that prioritizes the inputs to fair value measurement. The three levels of the fair value hierarchy are:

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

8. SEGMENTED INFORMATION

At September 30, 2024, the Company has two reportable segments: mineral exploration and corporate, and has operations in two geographical areas, Canada and Bolivia.

Operating segments

	Year ended September 30,
	2024	2023
	$	$
Net income/(loss)
Mineral exploration	(220,333)	(281,406)
Corporate	(64,987)	(66,517)
	(285,320)	(347,923)
	September 30, 2024	September 30, 2023
	$	$
Assets
Mineral exploration	157,665	157,911
Corporate	21,103	46,513
	178,768	204,424

Geographic segments

	Year ended September 30,
	2024	2023
	$	$
Net income/(loss)
Canada	(64,236)	(34,651)
Bolivia	(221,084)	(313,272)
	(285,320)	(347,923)
	September 30, 2024	September 30, 2023
	$	$
Assets
Canada	5,476	41,844
Bolivia	173,292	162,580
	178,768	204,424

BP EXPLORATION CORP.

Notes to the Consolidated Financial Statements

For the Years Ended September 30, 2024 and 2023

(Expressed in Canadian dollars)

9. INCOME TAXES

The Company is subject to Canadian federal and provincial tax at the rate of 27% and its subsidiaries located in Bolivia are subject to Bolivian federal tax at the rate of 37.5%. A reconciliation of income tax provision computed at Canadian statutory rates to the reported taxes is as follows:

	September 30, 2024	September 30, 2023
	$	$
Loss for the year before income taxes	(285,320)	(347,923)
Canadian statutory income tax rates	27.0%	27.0%
Income tax recovery at statutory rate	(76,559)	(94,021)
Effect on income taxes of:
Permanent differences and other	74,027	101,451
Tax rate difference for foreign jurisdiction	(23,028)	(32,925)
Change in deferred tax assets not recognized	25,560	25,495
Deferred income tax recovery	-	-

The Company has not recognized any deferred income tax assets. The Company recognizes deferred income tax assets based on the extent to which it is probable that sufficient taxable income will be realized during the carry forward periods to utilize all deferred tax assets. The temporary differences that give rise to significant portions of the deferred tax assets not recognized are presented below:

	September 30, 2024	September 30, 2023
	$	$
Non-capital loss carry forwards	124,000	105,000
Exploration and evaluation assets	10,000	3,000
Deferred tax assets not recognized	(134,000)	(108,000)
	-	-

As at September 30, 2024, the Company has Canadian non-capital losses carried forward of approximately $72,000 and has Bolivian non-capital losses carried forward of approximately $278,000, which are available to offset future years' taxable income. The losses expire as follows:

	Canada	Bolivia	Total
	$	$	$
2025	-	7,000	7,000
2026	-	146,000	146,000
2027	-	56,000	56,000
2028	-	44,000	44,000
2029	-	25,000	25,000
2041	7,000	-	7,000
2042	10,000	-	10,000
2043	21,000	-	21,000
2044	34,000	-	34,000
	72,000	278,000	350,000

The Company also has resource-related amounts available, subject to certain restrictions, of $38,000.

BP EXPLORATION CORP.

Notes to the Consolidated Financial Statements

For the Years Ended September 30, 2024 and 2023

(Expressed in Canadian dollars)

10. CONTINGENCIES

Subject to the Company obtaining a NI 43-101 resource estimate (inferred or better) totalling at least 70,000,000 oz Silver equivalent first being established at Cosuño or Titiri, certain shareholders of BPX will be eligible to receive 3,500,000 common shares or the cash equivalent, at the Company's election.

11. SUBSEQUENT EVENTS

On April 29, 2025, the Company entered into an amalgamation agreement (the "Amalgamation Agreement") with Farstarcap Investment Corp. ("Farstarcap") and 1299840 B.C. Ltd. ("Subco"), a wholly owned subsidiary of Farstarcap, whereby Farstarcap agreed to acquire all of the issued and outstanding securities of the Company by way of a three-cornered amalgamation in consideration of post-consolidation shares of Farstarcap (the "Transaction"). Under the Amalgamation Agreement, Farstarcap will consolidate its shares on a basis of 4 pre-consolidation shares for 3 post consolidation shares and the Company will cancel one third of the 9,500,000 common shares issued at $0.005 (the "Founders Shares") and one half of 7,258,759 common shares issued at $0.025 (the "Seed Shares"). Each cancelled Seed Share will be replaced by share purchase warrants exercisable at a price of $0.10 per warrant for a period of 5 years from the date of issuance. Farstarcap will issue one post-consolidation common share for each BPX common share outstanding.

The closing of the Transaction will be conditional upon the Company completing a concurrent financing for minimum subscription receipts at a price of $0.15 per subscription receipt for minimum gross proceeds of $1,350,000 and maximum gross proceeds of $2,500,000. Each subscription receipt will entitle the holder to automatically receive one common share of the Company and one-half of one share purchase warrant. Each warrant will entitle the holder to acquire one additional share at a price of $0.20 per share for a period of two years from the date of issue.

Prior to closing of the Transaction, the Company will settle outstanding indebtedness of $154,725 with the issuance of 1,031,500 common shares of the Company at a price of $0.15 per share.

The Transaction would constitute a Qualifying Transaction for Farstarcap.

Subsequent to September 30, 2024, the Company received a third-party loan of aggregate proceeds of US$106,690 (CA$150,000). The loan is non-interest bearing and can be converted to common shares in the capital of BPX on the Listing Date or otherwise matures two years from the date of the first advance of the loan.

BP EXPLORATION CORP.

Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended June 30, 2025 and 2024

(Unaudited - Expressed in Canadian dollars)

BP EXPLORATION CORP.
Condensed Interim Consolidated Statements of Financial Position
(Unaudited - expressed in Canadian dollars)

	Note	June 30, 2025	September 30, 2024
		$	$
Assets
Current Assets
Cash and cash equivalents		33,676	8,191
Prepaid expenses		16,109	12,636
Accounts receivable		19,851	276
		69,636	21,103
Non-Current Assets
Exploration and evaluation assets	4	159,346	157,665
		159,346	157,665
Total Assets		228,982	178,768
Liabilities
Current Liabilities
Accounts payable and accrued liabilities		34,039	17,576
Due to related parties	7	55,169	89,657
Loan payable	5	150,000	-
		239,208	107,233
Non-Current Liabilities
Due to related party	7	67,567	-
		67,567	-
Total Liabilities		306,775	107,233
Equity
Share capital	6	1,044,829	1,044,829
Accumulated other comprehensive loss		(25,237)	(14,781)
Deficit		(884,479)	(809,172)
Shareholders’ Equity		135,113	220,876
Non-controlling interests		(212,906)	(149,341)
Total Equity		(77,793)	71,535
Total Liabilities and Equity		228,982	178,768

Nature of operations and continuance of business (Note 1)
Proposed transaction (Note 11)

Approved by the Board of Directors on August 19, 2025:
"Tim Shearcroft"
Director

"Mark Cruise"
Director

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

BP EXPLORATION CORP.
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss
For the Three and Nine Months Ended June 30, 2025 and 2024
(Unaudited - expressed in Canadian dollars)

	Note	Three months ended June 30,		Nine months ended June 30,
		2025	2024	2025	2024
		$	$	$	$
Expenses
Exploration and evaluation expenses	4	17,798	26,386	145,637	161,041
Professional fees and consulting fees		16,057	15,459	29,810	43,923
General and administrative expenses		2,918	698	5,223	1,914
Loss before other items		(36,773)	(42,543)	(180,670)	(206,878)
Other items
Foreign exchange loss		15,472	(745)	38,079	(9,176)
Other income		-	-	-	94
		15,472	(745)	38,079	(9,082)
Net loss		(21,301)	(43,288)	(142,591)	(215,960)
Other comprehensive income
Items that may be reclassified to profit or loss:
Exchange differences on translation of foreign operations		(15,277)	1,768	(6,737)	(34,261)
Total comprehensive loss for the period		(36,578)	(41,520)	(149,328)	(250,221)
Net loss for the period attributable to:
Shareholders of the Company		(12,790)	(36,428)	(75,307)	(153,975)
Non-controlling interest (NCI)		(8,511)	(6,860)	(67,284)	(61,985)
		(21,301)	(43,288)	(142,591)	(215,960)
Total comprehensive loss for the period attributable to:
Shareholders of the Company		(36,169)	(33,031)	(85,763)	(186,886)
Non-controlling interest (NCI)		(409)	(8,489)	(63,565)	(63,335)
		(36,578)	(41,520)	(149,328)	(250,221)
Loss per share, basic and diluted		(0.00)	(0.00)	(0.00)	(0.01)
Weighted average number of shares outstanding, basic and diluted		33,972,674	33,972,674	33,972,674	33,871,035

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

BP EXPLORATION CORP.

Condensed Interim Consolidated Statements of Changes in Equity

For the Nine Months Ended June 30, 2025 and 2024

(Unaudited - expressed in Canadian dollars)

	Common Shares	Share Capital	Accumulated other comprehensive loss	Deficit	Non-Controlling Interests	Total
	#	$	$	$	$	$
Balance, September 30, 2023	30,972,674	894,829	(21,200)	(613,848)	(63,922)	195,859
Shares issued	3,000,000	150,000	-	-	-	150,000
Exchange difference on translation of foreign operations	-	-	(32,911)	-	(1,350)	(34,261)
Net loss for the period	-	-	-	(153,975)	(61,985)	(215,960)
Balance, June 30, 2024	33,972,674	1,044,829	(54,111)	(767,823)	(127,257)	95,638
Exchange difference on translation of foreign operations	-	-	39,330	-	5,927	45,257
Net loss for the period	-	-	-	(41,349)	(28,011)	(69,360)
Balance, September 30, 2024	33,972,674	1,044,829	(14,781)	(809,172)	(149,341)	71,535
Exchange difference on translation of foreign operations	-	-	(10,456)	-	3,719	(6,737)
Net loss for the period	-	-	-	(75,307)	(67,284)	(142,591)
Balance, June 30, 2025	33,972,674	1,044,829	(25,237)	(884,479)	(212,906)	(77,793)

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

BP EXPLORATION CORP.

Condensed Interim Consolidated Statements of Cash Flows

For the Nine Months Ended June 30, 2025 and 2024

(Unaudited - expressed in Canadian dollars)

	2025	2024
	$	$
Cash provided by (used in):
Operating activities
Net (loss)	(142,591)	(215,960)
Items not affecting cash:
Unrealized foreign exchange loss	(8,421)	(36,211)
Changes in non-cash working capital items:
Prepaid expenses	(3,473)	(5,274)
Accounts receivable	(19,572)	(4)
Accounts payable and accrued liabilities	16,463	18,939
Due to related parties	1,357	47,878
Net cash used in operating activities	(156,237)	(190,632)
Financing activities
Proceeds from common shares issued	-	150,000
Proceeds from loan	181,722	-
Net cash provided by financing activities	181,722	150,000
Increase (decrease) in cash and cash equivalents for the period	25,485	(40,632)
Cash and cash equivalents, beginning of period	8,191	44,467
Cash and cash equivalents, end of period	33,676	3,835

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

BP EXPLORATION CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended June 30, 2025 and 2024

(Unaudited - expressed in Canadian dollars)

1. NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS

At the date of these condensed interim consolidated financial statements, the Company has not yet determined whether any of its mineral right interests contain mineral reserves that are economically recoverable. Accordingly, the carrying amount of its exploration and evaluation assets represents the cumulative acquisition costs incurred to date which does not necessarily reflect present or future values. The recovery of these costs is dependent on the discovery of economically recoverable mineral reserves and the ability of the Company to obtain the necessary financing to undertake continuing exploration and development, and to resolve any environmental, regulatory or other constraints.

These condensed interim consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to continue in operation for a reasonable period of time and will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. Notwithstanding the above, the Company's business activities are in the development stage, the Company has a history of recurring losses and no source of revenue or operating cash flow. Operations in recent years have been funded from the issuance of share capital, cash on hand and loans from shareholders. Given its current stage of operations, the Company's ability to continue as a going concern is contingent on its ability to continue to obtain additional financing. In the event the Company is unable to raise adequate financing or meet its current obligations, the carrying value of the Company's assets could be subject to material adjustments. These condensed interim consolidated financial statements do not reflect adjustments to the carrying values of assets and liabilities which may be required should the Company be unable to continue as a going concern.

These condensed interim consolidated financial statements are presented in Canadian dollars and all values are rounded to the nearest dollar except where otherwise indicated.

These condensed interim consolidated financial statements were authorized for issue by the Board of Directors on August 19, 2025 and have been prepared in accordance with the IFRS Accounting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and Interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").

These condensed interim consolidated financial statements have been prepared on the historical cost basis, except for certain financial instruments which are measured at fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.

BP EXPLORATION CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended June 30, 2025 and 2024
(Unaudited - expressed in Canadian dollars)

2. MATERIAL ACCOUNTING POLICY INFORMATION

These condensed interim consolidated financial statements have been prepared in accordance with IFRS as issued by the International Accounting Standards Board ("IASB") applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting. The condensed interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements for the year ended September 30, 2024, which have been prepared in accordance with IFRS as issued by the IASB.

The Company uses the same accounting policies and methods of computation as in the annual consolidated financial statements for the year ended September 30, 2024.

These condensed interim consolidated financial statements have been prepared on an accrued basis and are based on the historical cost basis and modified where applicable.

Subsidiaries and the basis of consolidation

These consolidated financial statements include the accounts of the Company and its subsidiaries at the end of the reporting period as follows:

	Incorporation	Percentage owned
		2025	2024
Roxwell Silver Minera S.A. ("Roxwell")	Bolivia	100%	100%
Companies owned by Roxwell
Emisur Minera S.A. ("Emisur")	Bolivia	52%	52%

3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

For full details on the critical accounting estimates and judgements affecting the Company, please refer to the Company's annual consolidated financial statements and notes for the year ended September 30, 2024.

4. EXPLORATION AND EVALUATION ASSETS

Cosuño Project

BP EXPLORATION CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended June 30, 2025 and 2024

(Unaudited - expressed in Canadian dollars)

US$100,000 by September 30, 2025;
US$150,000 by September 30, 2026; and
US$2,150,000 by September 29, 2028.

If the Company is unable to fulfill the payment obligations to acquire the remaining 48% interest, the 52% interest currently held will be returned to the previous shareholders of Emisur.

The Cosuño project is subject to a 2% Net Smelter Returns royalty ("NSR") which can be repurchased by BPX at any time for US$5,000,000.

Titiri Project

Through its wholly owned subsidiary Roxwell, the Company has staked the Titiri project. The application for the mineral titles remains pending.

The exploration and evaluation assets for the nine months ended June 30, 2025 and the year ended September 30, 2024 are as follows:

	Cosuño	Titiri	Total
Balance, September 30, 2023	135,033	22,878	157,911
Foreign currency translation	(210)	(36)	(246)
Balance, September 30, 2024	134,823	22,842	157,665
Foreign currency translation	1,438	243	1,681
Balance, June 30, 2025	136,261	23,085	159,346

The exploration and evaluation expenses for the nine months ended June 30, 2025 are as follows:

	Cosuño	Titiri	Total
Geological consulting	14,676	-	14,676
Community relations	13,792	-	13,792
Consulting fees	4,160	-	4,160
Field camp	20,740	-	20,740
Office and miscellaneous	7,493	-	7,493
Permit and license	43,580	11,862	55,442
Salaries	6,715	-	6,715
Sampling and assaying	881	-	881
Travel	21,738	-	21,738
Total exploration costs	133,775	11,862	145,637

BP EXPLORATION CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended June 30, 2025 and 2024

(Unaudited - expressed in Canadian dollars)

The exploration and evaluation expenses for the nine months ended June 30, 2024 are as follows:

	Cosuño	Titiri	Total
Geological consulting	23,406	6,738	30,144
Community relations	1,417	-	1,417
Consulting fees	10,778	-	10,778
Office and miscellaneous	18,778	-	18,778
Permit and license	46,853	10,491	57,344
Salaries	12,711	-	12,711
Sampling and assaying	19,998	-	19,998
Travel	9,177	694	9,871
Total exploration costs	143,118	17,923	161,041

5. LOAN PAYABLE

On October 21, 2024 and January 15, 2025, the Company received a third-party loan of aggregate proceeds of US$106,690 (CA$150,000). The loan is non-interest bearing and can be converted to shares by the lender when the Company completes a listing of its shares on a stock exchange in Canada or otherwise matures two years from the date of the first advance of the loan.

6. EQUITY

a) Authorized

Unlimited number of common shares without par value.

b) Financings

There were no share issuances during the nine months ended June 30, 2025.

During the year ended September 30, 2024, the Company had the following share transactions:

i) On December 1, 2023, the Company issued 3,000,000 common shares at $0.05 per common share for gross proceeds of $150,000.

7. RELATED PARTY TRANSACTIONS

The Company's related parties consist of companies controlled by Chief Executive Officer ("CEO") of the Company, the Company's Chief Financial Officer ("CFO") and the Company's VP of Exploration.

As at June 30, 2025, the Company had $3,271 (2024 - $1,914) due to related parties. Amounts owing are non-interest bearing and due on demand. As at June 30, 2025, the Company had $119,465 (2024 - $87,743) of loan payable to the related parties.

BP EXPLORATION CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended June 30, 2025 and 2024

(Unaudited - expressed in Canadian dollars)

Each of the Cosuño Property and Titiri project are subject to 2.0% NSR royalties, as granted by the Company to each of Fairfax Mining Corp., a company controlled by the CEO of the Company, and Gonzalo Lemuz in consideration of their assistance of locating and acquiring the two projects. The Company retains the right at any time to purchase each 2.0% NSR for US$5,000,000, and a one-time right to purchase each NSR within the first five years following commencement of drilling on the applicable property for US $2,500,000.

8. FINANCIAL AND CAPITAL RISK MANAGEMENT – FINANCIAL INSTRUMENTS

Financial risk management

The Company's activities expose it to a variety of financial risks, which include liquidity risk, interest rate risk, currency risk and credit risk.

a) Liquidity risk

b) Currency risk

The Company faces foreign exchange risk exposures arising from transactions denominated in foreign currencies.

c) Interest Rate Risk

Included in the results of operations of the Company are interest income on U.S. dollar, and Canadian dollar cash and cash equivalents. The Company receives interest on cash based on market interest rates. As at June 30, 2025, with other variables unchanged, a 1% change in Prime rates would have had no material impact on the Company's net loss and no effect on other comprehensive loss.

BP EXPLORATION CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended June 30, 2025 and 2024

(Unaudited - expressed in Canadian dollars)

d) Credit Risk

Capital Risk Management

Capital management is undertaken to ensure a secure, cost-effective supply of funds and that the Company's corporate and project requirements are met.

Financial Instruments by Category

The Company's financial instruments consist of cash and cash equivalents, receivables (excluding GST), trade payables and other liabilities and due to related parties. Financial instruments are initially recognized at fair value with subsequent measurement depending on classification as described below. Classification of financial instruments depends on the purpose for which the financial instruments were acquired or issued, their characteristics, and the Company's designation of such instruments.

The fair value of cash and cash equivalents, receivables and trade payables and other liabilities approximate their carrying values due to the short-term maturities of these financial instruments.

SEGMENTED INFORMATION

At June 30, 2025, the Company has two reportable segments: mineral exploration and corporate, and has operations in two geographical areas, Canada and Bolivia.

Operating segments

	Three months ended June 30,		Nine months ended June 30,
	2025	2024	2025	2024
	$	$	$	$
Net loss (income)
Mineral exploration	(17,798)	(26,386)	(145,637)	(161,041)
Corporate	(3,503)	(16,902)	3,046	(54,919)
	(21,301)	(43,288)	(142,591)	(215,960)

BP EXPLORATION CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended June 30, 2025 and 2024
(Unaudited - expressed in Canadian dollars)

	June 30, 2025	September 30, 2024
Assets	$	$
Mineral exploration	159,346	157,665
Corporate	69,636	21,103
	228,982	178,768

Geographic segments

	Three months ended June 30,		Nine months ended June 30,
	2025	2024	2025	2024
	$	$	$	$
Net loss
Canada	(13,480)	(21,186)	(20,805)	(60,948)
Bolivia	(7,821)	(22,102)	(121,786)	(155,012)
	(21,301)	(43,288)	(142,591)	(215,960)
		June 30, 2025	September 30, 2024
		$	$
Assets
Canada		41,338	5,476
Bolivia		187,644	173,292
		228,982	178,768

CONTINGENCIES

PROPOSED TRANSACTION

On April 29, 2025, the Company entered into an amalgamation agreement (the "Amalgamation Agreement") with Farstarcap Investment Corp. ("Farstarcap") and 1299840 B.C. Ltd. ("Subco"), a wholly owned subsidiary of Farstarcap, whereby Farstarcap agreed to acquire all of the issued and outstanding securities of the Company by way of a three-cornered amalgamation in consideration of post-consolidation shares of Farstarcap (the "Transaction"). Under the Amalgamation Agreement, Farstarcap will consolidate its shares on a basis of 4 pre-consolidation shares for 3 post-consolidation shares and the Company will cancel one third of the 9,500,000 common shares issued at $0.005 (the "Founders Shares") and one half of 7,258,759 common shares issued at $0.025 (the "Seed Shares"). Each cancelled Seed Share will be replaced by share purchase warrants exercisable at a price of $0.10 per warrant for a period of 5 years from the date of issuance. Farstarcap will issue one post-consolidation common share for each BPX common share outstanding.

Prior to closing of the Transaction, the Company will settle outstanding indebtedness of $154,725 with the issuance of 1,031,500 common shares of the Company at a price of $0.15 per share.

The Transaction would constitute a Qualifying Transaction for Farstarcap.

APPENDIX “B”

PRO-FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION OF THE RESULTING ISSUER AS AT MARCH 31, 2025

FARSTARCAP INVESTMENT CORP.

Pro Forma Consolidated Statement of Financial Position

March 31, 2025

(Unaudited - Expressed in Canadian Dollars)

FARSTARCAP INVESTMENT CORP.
PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION
March 31, 2025
(Unaudited - Expressed in Canadian Dollars)

	Farstarcap Investment Corp. March 31, 2025	BP Exploration Corp. June 30, 2025	Proforma Adjustments	Notes	Consolidated Proforma March 31, 2025
	$	$	$		$
ASSETS
Current
Cash and cash equivalents	10,142	33,676	1,350,000	2a	1,243,818
			(150,000)	2f
Prepaids	5,329	16,109	-		21,438
Accounts receivable and other	-	19,851	-		19,851
	15,471	69,636	1,200,000		1,285,107
Exploration and evaluation assets	-	159,346	-		159,346
Total Assets	15,471	228,982	1,200,000		1,444,453
LIABILITIES AND SHAREHOLDERS
EQUITY (DEFICIT)
Current
Accounts payable and accrued liabilities	22,696	34,039	(4,725)	2c	52,010
Due to related parties	-	55,169	-		55,169
Loans payable	40,000	150,000	(40,000)	2b	-
			(150,000)	2c
	62,696	239,208	(194,725)		107,179
Non-current liabilities
Due to related parties	-	67,567	-		67,567
Total Liabilities	62,696	306,775	(194,725)		174,746
Shareholders' Equity (Deficit)
Share capital	449,209	1,044,829	1,350,000	2a	3,237,861
			40,000	2b
			154,725	2c
			(106,568)	2e
			(489,209)	2d
			794,875	2d
Reserves	31,943	-	(31,943)	2d	436,360
			436,360	2e
Foreign translation reserve	-	(25,237)	-		(25,237)
Deficit	(528,377)	(884,479)	528,377	2d	(2,166,371)
			(802,100)	2d
			(329,792)	2e
			(150,000)	2f
Total shareholders equity	(47,225)	135,113	1,394,725		1,482,613
Non-controlling interest	-	(212,906)	-		(212,906)
Total Equity	(47,225)	(77,793)	1,394,725		1,269,707
Total Equity and Liabilities	15,471	228,982	1,200,000		1,444,453

The accompanying notes are an integral part of the pro forma consolidated statement of financial position.

FARSTARCAP INVESTMENT CORP.

NOTES TO THE PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION

MARCH 31, 2025

(Unaudited - Expressed in Canadian Dollars)

1. BASIS OF PRESENTATION

The accompanying unaudited pro forma consolidated statement of financial position of Farstarcap Investment Corp. (the "Company", or "Farstarcap") has been prepared by the management of the Company, in accordance with IFRS Accounting Standards ("IFRS").

On April 29, 2025, the Company entered into an amalgamation agreement to acquire all of the issued and outstanding securities of BP Exploration Corp. ("BPEx") by way of a three-cornered amalgamation (the "Transaction"). The Company intends that the Transaction will constitute a Qualifying Transaction in accordance with TSX Venture Exchange Policy 2.4.

Pursuant to the amalgamation agreement, the Company will acquire from the shareholders of BPEx all the issued and outstanding shares of BPEx ("BPEx Shares") in exchange for post-consolidated common shares of the Company on a one-for-one basis. The Company will also issue convertible securities in exchange for the convertible securities of BPEx, if unexercised prior to closing of the Transaction, on the same exchange ratio.

Prior to closing of the Transaction, BPEx will cancel one-third of 9,500,000 BPEx Shares issued at $0.005 per share (the "BPEx Founder Shares") and one-half of 7,258,759 BPEx Shares issued at $0.025 per share (the "BPEx Seed Shares"). Each cancelled BPEx Seed Share will be replaced with a common share purchase warrant of BPEx exercisable at $0.10 per share for a period of five years from the date of issue.

As a condition of closing of the Transaction, the Company will complete a consolidation of its common shares on the basis of four pre-consolidation shares for three post-consolidation shares ("Post-consolidation Farstarcap Share"). As consideration for the acquisition of all of the outstanding BPEx Shares, the Company will issue one Post-consolidation Farstarcap Share for each BPEx share.

The closing of the Transaction will be conditional upon: (i) BPEx completing a concurrent private placement financing (the "Concurrent Financing") for minimum gross proceeds of $1,350,000 and maximum gross proceeds of $2,500,000; (ii) completion of due diligence to the satisfaction of the parties; (iii) approval from the Exchange; and (iv) such other conditions that are customary for this type of transaction.

In the opinion of the Company's management, the pro-forma consolidated statement of financial position includes all adjustments necessary for fair presentation of the transactions as described in Note 2.

The unaudited pro forma consolidated statement of financial position has been compiled from:

The Company's unaudited financial statements as at March 31, 2025;
BPEx's unaudited financial statements as at June 30, 2025; and
The additional information set out in Note 2.

The Transaction is accounted for as a reverse take-over ("RTO"), under which although the Company is the legal acquirer, BPEx is deemed to be the acquirer for accounting purposes on the basis that the former shareholders of BPEx will own the majority of the issued and outstanding common shares of the Company, which means the control of the combined companies passed to the former shareholders of BPEx. Consequently, the unaudited pro forma consolidated statement of financial position is a continuation from the financial statements of BPEx.

As Farstarcap did not qualify as a business according to the definition in IFRS 3 Business Combinations, the take-over does not constitute a business combination. Thus, the Transaction is accounted for as an issuance of shares by BPEx for the net assets of Farstarcap based on their carrying amounts at closing of the Transaction. Consideration paid by BPEx for Farstarcap's net assets is measured by calculating the number of common shares that BPEx would have had to issue to acquire all of the outstanding shares of Farstarcap, in order to provide the same percentage ownership as they have in the Farstarcap as a result of the reverse take-over. The fair value of Farstarcap's common shares is used in measuring the consideration paid and is based on the $0.15 Concurrent Financing price. Any excess of consideration paid over carrying

FARSTARCAP INVESTMENT CORP.

NOTES TO THE PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION

MARCH 31, 2025

(Unaudited - Expressed in Canadian Dollars)

amount of identified assets acquired and liabilities assumed will be charged immediately to profit and loss. A final determination of these estimated fair values will be based on the actual net assets acquired of Farstarcap that exist as of the closing of the Transaction.

2. PRO FORMA TRANSACTIONS

The pro-forma consolidated statement of financial position was prepared based on the following assumptions:

a) Under the terms of the amalgamation agreement, BPEx will complete the Concurrent Financing of a minimum of 9,000,000 subscription receipts at a price of $0.15 each for gross proceeds of $1,350,000. Each subscription receipt will automatically convert immediately prior to closing of the Transaction into one BPEx Share and one-half of one common share purchase warrant of BPEx. Each full warrant will be exercisable at a price of $0.20 per share for a period of two years from the date of issue.

b) Farstarcap will issue 266,667 Post-consolidation Farstarcap Shares to settle loans payable of $40,000.

c) BPEx will issue 1,031,500 BPEx Shares to settle loans payable of $150,000 and accounts payable and accrued liabilities of $4,725.

d) Consideration paid by BPEx for the Company's net assets is measured by calculating the number of BPEx Shares that BPEx would have had to issue to acquire all of the outstanding shares of Farstarcap, in order to provide the same percentage ownership as they have as a result of the RTO. The fair value of the Company's shares is used in measuring the consideration paid and is based on the $0.15 Concurrent Financing. The fair value of the consideration paid is summarized as follows:

Net assets acquired (liabilities assumed)	$
Assets acquired
Cash and cash equivalents	10,142
Prepaids	5,329
Liabilities assumed
Accounts payable and accrued liabilities	(22,696)
Net liabilities assumed	(7,225)
Consideration paid
Fair value of 5,299,168 common shares issued	794,875
Listing expense	802,100

The share capital, reserves, and accumulated deficit of Farstarcap are eliminated upon consolidation.

e) Prior to closing of the Transaction, BPEx will also cancel one-third of 9,500,000 BPEx shares issued at $0.005 per share (the "BPEx Founder Shares") and one-half of 7,258,759 BPEx Shares issued at $0.025 per share (the "BPEx Seed Shares"). Each cancelled BPEx Seed Share will be replaced with a common share purchase warrant of BPEx exercisable at $0.10 per share for a period of five years from the date of issue.

f) The Company is expected to incur an additional $150,000 of legal and accounting fees in connection with the Transaction, which will be expensed as incurred.

FARSTARCAP INVESTMENT CORP.

NOTES TO THE PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION

MARCH 31, 2025

(Unaudited - Expressed in Canadian Dollars)

3. SHARE CAPITAL

Common shares

Authorized: Unlimited common shares without par value

Summary of shares issued as March 31, 2025:

	Note	Number Of Common Shares	Share Capital
			$
Capital stock of the Company as at March 31, 2025		6,710,001	449,209
Consolidation of the Company's common shares on a 4:3 basis		(1,677,500)	-
Shares for debt	2b	266,667	40,000
Capital stock of BPEx as at June 30, 2025		33,972,674	1,044,829
Issuance of shares for BPEx Concurrent Financing (Minimum)	2a	9,000,000	1,350,000
Shares for debt	2c	1,031,500	154,725
Cancellation of BPEx Founder Shares and BPEx Seed Shares	2e	(6,796,047)	(106,568)
Cancellation of the Company's equity prior to the Transaction	2d	(5,299,168)	(489,209)
Common shares issued for BPEx acquisition	2d	5,299,168	794,875
Total		42,507,295	3,237,861

Warrants

Summary of warrants outstanding as at March 31, 2025:

Number of Warrants Outstanding	Exercise Price ($)	Expiry Date
3,629,380	0.10	Five years from the date of issuance (Note 2e)
Two years from the date of closing of Concurrent
4,500,000	0.20	Financing (Note 2a)
8,129,380

4. INCOME TAXES

No value has been ascribed to any acquired tax loss carry forwards obtained by the Company as part of the acquisition of BPEx as the Company is an early-stage company, and it is not known whether sufficient future taxable profits will be available to utilize these losses prior to expiry.

The effective tax rate applicable to the consolidated operations will be 27%.

APPENDIX "C"

MANAGEMENT DISCUSSION AND ANALYSIS
OF THE AUDITED FINANCIAL STATEMENTS OF BP EXPLORATION CORP.
FOR THE FISCAL YEARS ENDED SEPTEMBER 30, 2024 AND 2023

AND

MANAGEMENT DISCUSSION AND ANALYSIS
OF THE UNAUDITED INTERIM FINANCIAL STATEMENTS OF BP EXPLORATION CORP.
FOR THE NINE MONTHS ENDED JUNE 30, 2025

1
BP Exploration Corp.
Management's Discussion and Analysis ("MD&A")
For the Year Ended September 30, 2024

BP EXPLORATION CORP.
Management's Discussion and Analysis
For the Year Ended September 30, 2024

All figures expressed in Canadian Dollars except where noted

The following discussion and analysis of the results of operations and financial position of BP Exploration Corp. ("BPEx") together with its subsidiaries (collectively, the "Company"), is prepared as of August 19, 2025 and should be read in conjunction with the Company's audited consolidated financial statements for the year ended September 30, 2024 ("fiscal 2024").

The financial information presented herein is expressed in Canadian dollars, except where noted.

The Company's consolidated financial statements are reported in accordance with IFRS Standards.

Company Overview

BPEx is involved in the acquisition, exploration and development of mineral properties in Bolivia, including a 52% interest in the Cosuño Silver project. BPEx was incorporated under the Business Corporations Act (British Columbia) on February 10, 2020. Its principal office is located at Suite 1100-1199 West Hastings Street, Vancouver, B.C. V6E 3T5, Canada.

On March 16, 2022 BPEx, through its wholly owned Bolivian subsidiary - Roxwell Silver Minera S.A. ("Roxwell"), acquired an initial 52% equity interest in Emisur Minera S.A. ("Emisur"), a private Bolivian company which holds the Cosuño property. Roxwell has the right and option to acquire the remaining 48% interest in Emisur by paying US$2,400,000 over the next three years. Roxwell also holds the Titiri Silver-Lead-Zinc project, acquired in 2021 through staking, which spans 4,900 hectares.

On April 29, 2025, the Company entered into an amalgamation agreement (the "Amalgamation Agreement") with FRS Investment Corp. ("FRS") and 1299840 B.C. Ltd., a wholly owned subsidiary of FRS, whereby FRS agreed to acquire all of the issued and outstanding securities of the Company by way of a three-cornered amalgamation in consideration of post-consolidation shares of FRS (the "Transaction"). Under the Amalgamation Agreement, FRS will consolidate its shares on a basis of four pre-consolidation shares for three post consolidation shares and the Company will cancel one third of the 9,500,000 common shares issued at $0.005 (the "Founders Shares") and one half of 7,258,759 common shares issued at $0.025 (the "Seed Shares"). Each cancelled Seed Share will be replaced by share purchase warrants exercisable at a price of $0.10 per warrant for a period of five years from the date of issuance. FRS will issue one post-consolidation common share for each BPEx common share outstanding.

The closing of the Transaction will be conditional upon the Company completing a concurrent financing of subscription receipts at a price of $0.15 per receipt for minimum gross proceeds of $1,350,000 and maximum gross proceeds of $2,500,000. Each subscription receipt will entitle the holder to automatically receive one common share of the Company and one-half of one share purchase warrant. Each whole warrant will entitle the holder to acquire one additional share at a price of $0.20 per share for a period of two years from the date of issue.

Prior to closing of the Transaction, the Company will settle outstanding indebtedness of $154,725 with the issuance of 1,031,500 common shares of the Company at a price of $0.15 per share, and FRS will settle certain of its debts for post-consolidated shares at $0.15 per share.

FRS is a Capital Pool Company listed on the TSX Venture Exchange, and the Transaction will constitute a Qualifying Transaction for FRS.

Exploration and Evaluation Assets

Cosuño Silver Property

The Cosuño Silver Property (the "Property") is located in the Thola Pampa Canton, Antonio Quijaro Province, Department of Potosí, Bolivia. Three prominent peaks – Pocañita Chico, Pocañita Grande and Jalsuri – contain numerous historic workings and were the focus of recent target generation efforts. Surface elevation averages about 3,750 meters (12,300 feet) with peak elevation of 5,243 m (+17,200 feet).

BP Exploration Corp.
Management's Discussion and Analysis
For the Year Ended September 30, 2024

Exploration work conducted by the company to date includes initial geological prospecting and sampling followed by remote sensing hyperspectral and structural analysis, detailed geological, structural and alteration mapping and geochemical sampling. The results of which have defined multiple anomalous to highly anomalous structurally controlled silver rich polymetallic targets associated with a large untested mineralized lithocap. The Company classifies the Property as an early-stage, precious metal exploration project that requires additional exploration and an initial drilling program to validate the high sulfidation epithermal mode

A US$361,000 work program is proposed, including six diamond drillholes aggregating 800 meters of drilling in four locations: two at Jalsuri, one testing the Benhur target, two at Pocañita Chica, and one at Pocalleta.

Contingent on results additional drilling may be warranted.

Titiri Polymetallic Project

The Titiri polymetallic project spans a total of 4,900 hectare, of which, 4,050 hectares are under petition for title (pending), while 850 hectares are subject to an exploration license granted by the Bolivian government. The project is located 72 km NNW of Potosí, within Macha Canton, Colquechaca Municipality, Chayanta Province, in the Potosí Department of Bolivia. The area was staked due to its geological potential and historical work done in 1989, which included trenching and sampling which returned anomalous silver-lead-zinc results which were never followed up. BPEx has conducted community relations and collected 16 check geochemical samples, but no exploration activities have been undertaken.

Royalty Agreements

Each of the Cosuño Property and the Titiri project are subject to 2.0% net smelter return royalties, as granted by BPEx to each of Fairfax Mining Corp. (a private company controlled by Tim Shearcroft, the CEO and a director of BPEx) and Gonzalo Lemuz (a Bolivian national engaged to provide services to BPEx) in consideration of their assistance in locating and acquiring the two projects. BPEx retains the right at any time, and from time to time, to purchase each 2.0% NSR for US$5,000,000, and a one-time right to purchase each NSR within the first five years following commencement of drilling on the applicable property for US$2,500,000.

The exploration and evaluation expenses for the year ended September 30, 2024 are as follows:

	Cosuño	Titiri	Total
Geological consulting	65,159	6,879	72,038
Community relations	9,883	-	9,883
Consulting fees	10,797	-	10,797
Office and miscellaneous	19,278	-	19,278
Permit and license	46,308	12,118	58,426
Salaries	14,873	-	14,873
Sampling and assaying	20,261	287	20,548
Travel	13,623	867	14,490
Total exploration costs	200,182	20,151	220,333

The exploration and evaluation expenses for the year ended September 30, 2023 are as follows:

	Cosuño	Titiri	Total
Geological consulting	29,267	9,714	38,981
Community relations	4,326	-	4,326
Consulting fees	4,450	54,623	59,073
Field camp	2,623	-	2,623
Legal	272	-	272
Office and miscellaneous	10,086	-	10,086
Permit and license	40,753	1,387	42,140
Salaries	8,547	7,382	15,929
Sampling and assaying	31,266	1,900	33,166
Travel	43,803	31,007	74,810
Total exploration costs	175,393	106,013	281,406

BP Exploration Corp.
Management's Discussion and Analysis
For the Year Ended September 30, 2024

Results of operations

During fiscal 2024, the Company had a net loss of $285,320 or ($0.01) per share, compared to a loss of $347,923 or ($0.01) per share during the year ended September 30, 2023.

The change in loss was primarily due to the following:

1) Exploration expenditures decreased to $220,333 (2023 - $281,406) as the Company had increased site travel costs in 2023. The Company incurred additional geological consulting costs during fiscal 2024.
2) Professional fees and consulting fees increased to $48,499 (2023 - $30,837) due to the proposed transaction.

SELECTED ANNUAL INFORMATION

	2024	2023
	$	$
Net loss for the year	(285,320)	(347,923)
Current translation adjustment	10,996	5,627
Comprehensive income (loss) for the year	(274,324)	(347,923)
Basic and diluted loss per share	(0.01)	(0.01)
Total assets	178,768	204,424
Total non-current liabilities	-	-
Cash dividends declared	-	-

SUMMARY OF QUARTERLY RESULTS

The following table sets out financial information for the most recently completed quarters:

	Three Months Ended ($)
	September 30, 2024	June 30, 2024	March 31, 2024	December 31, 2023
Net income/(loss)	(69,360)	(43,288)	(74,233)	(98,439)
Basic and diluted loss per share*	(0.00)	(0.00)	(0.00)	(0.00)

The Company has not prepared quarterly financial statements for fiscal 2023, and as such does not have quarterly results to report.

Liquidity and Capital Resources

As at September 30, 2024, the Company had cash and cash equivalents of $8,191 and a working capital deficit of $86,130 compared to cash and cash equivalents of $44,467 and working capital of $37,948 at September 30, 2023.

During fiscal 2024, the Company's operations used $186,276 of cash (2023: $334,357), primarily due to payment of operating expenses.

The Company incurred mineral property expenditures of $200,182 (2023: $175,393) related to work done on the Cosuño project and costs of $20,151, (2023 - $106,013) related to the Titiri project.

The Company has not yet put its mineral properties into commercial production and as such has no operating revenues or cash flows. It is necessary for the Company to obtain additional financing and in the event the Company is unable to obtain the necessary financing to fund the Cosuño Project it will have to curtail exploration. The Company is dependent upon the equity markets for operating working capital and the Company's capital resources are largely determined by the strength of the resource capital markets, by the status of the Company's project in relation to these markets, and its ability to compete for investor support of its projects. There can be no assurance that financing, whether debt or equity, will be available to the Company in the amount required at

BP Exploration Corp.
Management's Discussion and Analysis
For the Year Ended September 30, 2024

any particular time or for any particular period or, if available, that it can be obtained on terms satisfactory to it.

Financing activities

During fiscal 2024, the Company had the following share transactions:

i) On December 1, 2023, the Company issued 3,000,000 common shares at $0.05 per common share for gross proceeds of $150,000.

During the year ended September 30, 2023, the Company had the following share transactions:

Transactions with Related Parties

The Company's related parties consist of companies controlled by Tim Shearcroft, the Chief Executive Officer ("CEO") of the Company, Harry Nijjar, the Company's Chief Financial Officer ("CFO"), and Gonzalo Lemuz, the Company's Chief Operating Officer ("COO").

As at September 30, 2024, the Company had $89,657 (2023 - $1,914) due to related parties. Amounts owing are non-interest bearing and due on demand.

During fiscal 2024, a company controlled by the CEO ("Lender") provided an unsecured loan to the Company in the principal amount of $87,743 (US$65,000). The amount is non-interest bearing and can be called by the lender at any time in part or full, or converted to shares.

BP Exploration Corp.
Management's Discussion and Analysis
For the Year Ended September 30, 2024

any time, to purchase each 2.0% NSR for US$5,000,000, and a one-time right to purchase each NSR within the first five years following commencement of drilling on the applicable property for US$2,500,000.

Off-Balance Sheet Arrangements

Other than as described herein, the Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the financial performance or financial condition of the Company.

Accounting Policies

The Company uses the same accounting policies and methods of computation as disclosed in Note 2 in the annual consolidated financial statements for the year ended September 30, 2024.

Outstanding Share Data

Authorized: Unlimited common shares without par value

As of the date of this MD&A, the Company had 33,972,674 common shares outstanding.

Risks and Uncertainties

The following risk factors are those which are the most applicable to the Company. The discussion which follows is not inclusive of all potential risks. Additional risks and uncertainties of which the Company is not aware or that the Company currently believes to be immaterial may also adversely affect the Company's business, financial condition, results of operations or prospects. If any of the possible events described below occur, the Company's business, financial condition, results of operations or prospects could be materially and adversely affected.

Natural resources exploration, development, production and processing involve a number of business risks, some of which are beyond the Company's control. These can be categorized as operational, financial and regulatory risks.

Resource exploration and development projects are inherently speculative in nature

The exploration for and development of mineral deposits involves significant risks that even a combination of careful evaluation, experience and knowledge may not eliminate or adequately mitigate. While the discovery of a mineral deposit may result in substantial rewards, few projects that are explored are ultimately developed into producing mines. Major expenditures are required to locate and establish Mineral Reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices (which are highly volatile and cyclical); and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, allowable production, importing and exporting of minerals and environmental protection.

Assuming discovery of a mineral deposit that may be commercially viable and depending on the type of mining operation involved, many years can elapse from the initial phase of drilling until commercial operations are commenced. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital or in mineral projects failing to achieve expected project returns.

Successfully establishing mining operations and profitably cannot be assured

There can be no assurance that the Company will successfully establish mining operations or profitably produce silver from the Cosuño Project or any other project.

BP Exploration Corp.
Management's Discussion and Analysis
For the Year Ended September 30, 2024

can be considerable, to construct mining and processing facilities is uncertain and subject to increase; (iii) the availability and cost of skilled labour, consultants, mining equipment and supplies; (iv) the timing to receive any outstanding documentation, including permits, tax exemptions and fiscal guarantees required to commence construction and/or draw down on any loan facility that may be entered into by the Company in the future; and (v) the costs, timing and complexities of mine construction and development may be increased with the Cosuño Project.

There are no assurances that the Company's activities will result in profitable mining operations.

The Company's operations are dependent on receiving and maintaining required permits and licenses

Continued operations at the Cosuño Project are subject to receiving and maintaining permits from appropriate governmental authorities for various aspects of exploration, mine development and ultimately mine operation, including avoiding and resisting injunctions and court orders in license-related litigation.

Where required, obtaining necessary permits is a complex, time consuming and costly process. The costs and delays associated with obtaining necessary permits and complying with these permits and applicable laws and regulations could stop or materially delay or restrict the Company from proceeding with the exploration and development of the Cosuño Project or the operation or further development of a future project. There is no assurance that all necessary renewals or extension of permits for future operations will be issued on a timely basis or at all.

The Cosuño Project is subject to environmental risks which may affect operating activities or costs

Exploration programs and potential future mining operations, including the Cosuño Project, have inherent risks and liabilities associated with pollution of the environment and the disposal of waste products occurring as a result of mineral exploration and production. Laws and regulations involving the protection and remediation of the environment, including those addressing emissions into the air, discharges into water, management of waste, management of hazardous substances, protection of natural resources, antiquities and endangered species and reclamation of lands disturbed by mining operations and the governmental policies for implementation of such laws and regulations are constantly changing and are generally becoming more restrictive, with the trend towards stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and increasing responsibility for Companies and their officers, directors and employees.

Compliance with environmental laws and regulations may require significant capital or operational outlays on behalf of the Company and may cause material changes or delays in the Company's actual or intended activities. There can be no assurance that future changes in environmental regulations will not adversely affect the Company's business, and it is possible that future changes in these laws or regulations could have a significant adverse impact on some portion of the Company's resources and business, causing the Company to re-evaluate those activities or estimates at that time. The Company cannot give any assurance that, notwithstanding its precautions and history of activities, breaches of environmental laws (whether inadvertent or not) or environmental pollution will not materially and adversely affect its financial condition and its results from operations.

The Company relies on its management team and the loss of one or more of these persons may adversely affect the Company

The Company's activities are managed by a small number of key individuals who are intimately familiar with its operations. Consequently, the success of the operations and activities of the Company is dependent to a significant extent on the efforts and abilities of this management team. Investors must be willing to rely to a significant extent on management's discretion and judgment, as well as the expertise and competence of outside contractors. The Company does not have in place formal programs for succession of management and training of management. The loss of one or more of these key employees or contractors, if not replaced, could adversely affect the Company's profitability, results of operations and financial condition. Should any or all of the existing management resign from the Company, there can be no assurance that the directors will be able to replace such persons or replace them in a timely manner. Any such occurrence may materially and adversely affect the Company's profitability, results of operations and financial condition. At present, the Company does not maintain any "key man" life insurance.

BP Exploration Corp.
Management's Discussion and Analysis
For the Year Ended September 30, 2024

The Company's operations rely on the availability of local labour, local and outside contractors and equipment when required to carry out our exploration and development activities

The Company relies upon the performance of outside consultants and contractors for drilling, geological and technical expertise. The loss of access to existing consultants and contractors, or an inability to hire suitably qualified consultants, contractors or personnel to address new areas of need, would materially impact the Company's ability to carry out the exploration and development activities.

Failure to continue to have strong local community relations may impact the Company

Mining companies face increasing public scrutiny and monitoring of their activities to demonstrate that operations will benefit local governments and the communities surrounding projects. Companies are required to expend significant amounts of time and money on local consultation and meetings as part of developing their 'social license to operate'. Potential consequences of this increased scrutiny and additional consultative requirements may include lawsuits, demands for increased social investment obligations and increased taxes to support local governments or fund local development projects or in extreme cases, significant local opposition to mineral exploration, project development and/or mining operations. These additional risks could result in increased costs, delays in the permitting process or other impacts on operations, any of which could adversely impact the Cosuño Project and any future prospects and ability to develop or mine any mineral deposit.

The Cosuño Project, and future projects, are subject to title risks

The Company has taken all reasonable steps to ensure it has proper title to its projects. However, no guarantees can be provided that there are no unregistered agreements, claims or defects which may result in the Company's mineral titles to the Cosuño Project being challenged. Should the Company lose any mineral titles at the Cosuño Project or any of its future mineral projects, the loss of such legal rights could have a material and adverse impact on the Company and its ability to explore, develop and/or operate the mineral project. Changes in government policy, and changes in royalties, taxes and other matters can materially negatively affect resources and any potential for reserves.

The mining industry is extremely competitive

The competition to discover and acquire mineral projects considered to have commercial potential is intense. The Company competes with other mining companies, many of which are larger and have greater financial resources than the Company, including with respect to the discovery and acquisition of interests in mineral projects, financing of such projects, the recruitment and retention of qualified employees, securing other contract personnel and the obtaining of necessary equipment. There can be no assurance that the Company will be able to successfully compete against such companies.

Conflicts of Interest

Certain of the Company's directors and officers are, and may continue to be, involved in the mineral exploration industry through their direct and indirect participation in corporations, partnerships or joint ventures which are potential competitors of the Company. Situations may arise in connection with potential acquisitions or opportunities where the other interests of these directors and officers may conflict with the Company's interests. Directors and officers of the Company with conflicts of interest will be subject to and must follow the procedures set out in applicable corporate and securities legislation, regulations, rules and policies. Notwithstanding this, there may be corporate opportunities which the Company is not able to procure due to a conflict of interest of one or more of the Company's directors or officers.

The Cosuño Project is subject to financing risks

The Company does not have a producing mineral project and no sources of operating revenue. The Company's ability to explore for and find potential economic projects, and then to bring them into production, is highly dependent upon its ability to raise equity and debt capital in the financial markets. There is no assurance that the Company will be able to raise the funds required to continue its exploration programs and finance the development of any potentially economic deposit, including the Cosuño Project, that is identified on acceptable terms or at all. The failure to obtain the necessary financing would have a material adverse effect on the Company's growth strategy, results of operations, financial condition and prospects.

History of losses

The Company has incurred losses since its inception. The Company expects to continue to incur losses unless

BP Exploration Corp.
Management's Discussion and Analysis
For the Year Ended September 30, 2024

and until such time as the Cosuño Project generates sufficient revenues to fund continuing operations. The development of the Cosuño Project will require the commitment of substantial financial resources. The amount and timing of expenditures will depend on a number of factors, including the progress of ongoing exploration and development, the results of consultants' analysis and recommendations, the rate at which operating losses are incurred, and the Company's acquisition of additional projects, some of which are beyond the Company's control. There can be no assurance that the Company will ever achieve profitability.

The Company's economic prospects and the viability of the Cosuño Project is subject to changes commodity prices

Shareholders' interest in the Company may be diluted in the future

The Company may undertake additional offerings of its Shares or of securities convertible into Shares including stock options and similar incentive plans in the future. The increase in the number of Shares issued and outstanding and the possibility of the issuance of Shares on conversion of current and future convertible securities may have a depressive effect on the price of the Shares. In addition, as a result of such additional Shares, the voting power of the Company's existing shareholders will be diluted.

Government regulations and permitting may have an adverse effect on the Company's activities

The Company's exploration and development activities are subject to a number of laws and regulations governing health and worker safety, employment standards, exports, price controls, taxation, waste disposal, management and use of toxic substances and explosives, protection of the environment, mine development, protection of endangered and protected species, reclamation, historic and cultural preservation and other matters. Failure to comply with applicable laws, regulations and permits may result in enforcement actions thereunder, including the forfeiture of claims, orders issued by regulatory or judicial authorities requiring operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or costly remedial actions. The Company may be required to compensate those suffering loss or damage by reason of its exploration activities and may have civil or criminal fines or penalties imposed for violations of such laws, regulations and permits.

It is possible that future changes in applicable laws, regulations, agreements or changes in their enforcement or regulatory interpretation could result in changes in legal requirements or in the terms and conditions of existing permits and agreements applicable to the Company or its projects (including retroactively), which could have a material and adverse effect on the Company's exploration activities, operations or planned exploration and development projects. Any failure to comply with applicable laws and regulations or permits, even if inadvertent, could result in interruption or closure of exploration, development or mining operations or material fines, penalties or other liabilities, any of which would have a material and adverse effect on the Company's financial condition, results of operations and prospects.

Political and Economic Risks

The Company's projects are located in Bolivia and consequently are exposed to various levels of political, social, economic, and other risks and uncertainties. Political and social unrest results from several factors such as Bolivia's history of political and economic instability and high rate of unemployment.

Bolivia's fiscal regime has historically been favourable to the mining industry, but there is a risk that this could

BP Exploration Corp.
Management's Discussion and Analysis
For the Year Ended September 30, 2024

change and is beyond the control of the Company. The Company's operations in Bolivia may also be adversely affected by economic uncertainty characteristic of developing countries.

Adverse changes may be made to mining laws, tax rates, and related regulations

There can be no assurance that future changes will not be made to the mining law and other legislation applicable to the Company in Bolivia and elsewhere. Any such changes could materially increase the cost of exploration activities, mine development or mine operations through changes in royalty or tax rates, among others.

Forward-looking Information

The Company's consolidated financial statements for the year ended September 30, 2024, and this accompanying MD&A, contain statements that constitute "forward-looking statements" within the meaning of National Instrument 51-102, Continuous Disclosure Obligations of the Canadian Securities Administrators. It is important to note that, unless otherwise indicated, forward-looking statements in this MD&A describe the Company's expectations up to the date of the MD&A.

Forward-looking statements often, but not always, are identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "expect", "targeting" and "intend" and statements that an event or result "may", "will", "should", "could", or "might" occur or be achieved and other similar expressions. Forward-looking statements in this MD&A include statements regarding the Company's future plans and expenditures, the satisfaction of rights and performance of obligations under agreements to which the Company is a part, the ability of the Company to hire and retain employees and consultants and estimated administrative assessment and other expenses. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause the actual results to differ include market prices, continued availability of capital and financing, inability to obtain required regulatory approvals and general market conditions. These statements are based on a number of assumptions, including assumptions regarding general market conditions, the timing and receipt of regulatory approvals, the ability of the Company and other relevant parties to satisfy regulatory requirements, the availability of financing for proposed transactions and programs on reasonable terms acceptable to the Company and the ability of third-party service providers to deliver services in a timely manner. Some of these risks and uncertainties are identified under the heading "Risks and Uncertainties" as disclosed elsewhere in this MD&A. Additional information regarding these factors and other important factors that could cause results to differ materially may be referred to as part of particular forward-looking statements.

Forward-looking statements contained herein are made as of the date of this MD&A and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise except as required by securities law. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

1
BP Exploration Corp.
Management's Discussion and Analysis ("MD&A")
For the Nine Months Ended June 30, 2025

BP EXPLORATION CORP.
Management's Discussion and Analysis
For the Nine Months Ended June 30, 2025

All figures expressed in Canadian Dollars except where noted

The following discussion and analysis of the results of operations and financial position of BP Exploration Corp. ("BPX") together with its subsidiaries (collectively, the "Company"), is prepared as of August 19, 2025 and should be read in conjunction with the Company's condensed interim consolidated financial statements for the three and nine months ended June 30, 2025 ("Q3-2025") and the Company's audited consolidated financial statements for the year ended September 30, 2024 ("fiscal 2024").

The financial information presented herein is expressed in Canadian dollars, except where noted.

The Company's consolidated financial statements are reported under IFRS Accounting Standards ("IFRS").

Company Overview

On March 16, 2022, BPEx, through its wholly owned Bolivian subsidiary - Roxwell Silver Minera S.A. ("Roxwell"), acquired an initial 52% equity interest in Emisur Minera S.A. ("Emisur"), a private Bolivian company which holds the Cosuño property. Roxwell has the right and option to acquire the remaining 48% interest in Emisur by paying US$2,400,000 over the next three years. Roxwell also holds the Titiri Silver-Lead-Zinc project, acquired in 2021 through staking, which spans 4,900 hectares.

On April 29, 2025, the Company entered into an amalgamation agreement (the "Amalgamation Agreement") with FRS Investment Corp. ("FRS") and 1299840 B.C. Ltd., a wholly owned subsidiary of FRS, whereby FRS agreed to acquire all of the issued and outstanding securities of the Company by way of a three-cornered amalgamation in consideration of post-consolidation shares of FRS (the "Transaction"). Under the Amalgamation Agreement, FRS will consolidate its shares on a basis of four pre-consolidation shares for three post-consolidation shares and the Company will cancel one third of the 9,500,000 common shares issued at $0.005 (the "Founders Shares") and one half of 7,258,759 common shares issued at $0.025 (the "Seed Shares"). Each cancelled Seed Share will be replaced by share purchase warrants exercisable at a price of $0.10 per warrant for a period of five years from the date of issuance. FRS will issue one post-consolidation common share for each BPEx common share outstanding.

FRS is a Capital Pool Company listed on the TSX Venture Exchange, and the Transaction will constitute a Qualifying Transaction for FRS.

Exploration and Evaluation Assets

Cosuño Silver Property

BP Exploration Corp.
Management's Discussion and Analysis
For the Nine Months Ended June 30, 2025

about 3,750 meters (12,300 feet) with peak elevation of 5,243 m (+17,200 feet).

A US$361,000 work program is proposed, including six diamond drill holes aggregating 800 meters of drilling in four locations: two at Jalsuri, one testing the Benhur target, two at Pocañita Chica, and one at Pocalleta.

Contingent on results additional drilling may be warranted.

Titiri Polymetallic Project

The Titiri polymetallic project spans a total of 4,900 hectare, of which, 4,050 hectares are under petition for title (pending), while 850 hectares are subject to an exploration license granted by the Bolivian government. The project is located 72 km NNW of Potosí, within Macha Canton, Colquechaca Municipality, Chayanta Province, in the Potosí Department of Bolivia. The area was staked due to its geological potential and historical work done in 1989, which included trenching and sampling which returned anomalous silver-lead-zinc results which were never followed up. BPEx has conducted community relations and collected 16 geochemical check samples, but no exploration activities have been undertaken.

Royalty Agreements

The exploration and evaluation expenses for the nine months ended June 30, 2025 are as follows:

	Cosuño	Titiri	Total
Geological consulting	14,676	-	14,676
Community relations	13,792	-	13,792
Consulting fees	4,160	-	4,160
Field camp	20,740	-	20,740
Office and miscellaneous	7,493	-	7,493
Permit and license	43,580	11,862	55,442
Salaries	6,715	-	6,715
Sampling and assaying	881	-	881
Travel	21,738	-	21,738
Total exploration costs	133,775	11,862	145,637

The exploration and evaluation expenses for the nine months ended June 30, 2024 are as follows:

	Cosuño	Titiri	Total
Geological consulting	23,406	6,738	30,144
Community relations	1,417	-	1,417
Consulting fees	10,778	-	10,778
Office and miscellaneous	18,778	-	18,778
Permit and license	46,853	10,491	57,344
Salaries	12,711	-	12,711
Sampling and assaying	19,998	-	19,998
Travel	9,177	694	9,871
Total exploration costs	143,118	17,923	161,041

BP Exploration Corp.
Management's Discussion and Analysis
For the Nine Months Ended June 30, 2025

Results of operations

During the nine months ended June 30, 2025, the Company had a net loss of $142,591 or ($0.00) per share, compared to a loss of $215,960 or ($0.01) per share during the nine months ended June 30, 2024.

The change in loss was primarily due to the following:

1) Exploration expenditures decreased to $145,637 (2024 - $161,041) due to reduced geological consulting during the period. The Company's exploration expenditures primarily relate to the Cosuño Project.
2) Professional fees and consulting fees decreased to $29,810 (2024 - $43,923) due to lower legal fees.

Three months ended June 30, 2025

During the three months ended June 30, 2025, the Company incurred a net loss of $21,301 (2024 - $43,288). The Company's exploration expenses decreased to $17,798 (2024 - $26,386) as the Company continues work on the Cosuño project. The Company also recorded unrealized foreign exchange gain of $15,472 (2024 – loss of $745) related to fluctuations in the US dollar to Canadian dollar exchange rates.

SUMMARY OF QUARTERLY RESULTS

The following table sets out financial information for the past seven quarters:

Three Months Ended ($)
	June 30, 2025	March 31, 2025	December 31, 2024	September 30, 2024
Net income/(loss)	(21,301)	(51,917)	(69,373)	(69,360)
Basic and diluted loss per share*	(0.00)	(0.00)	(0.00)	(0.00)
Three Months Ended ($)
---	---	---	---
	June 30, 2024	March 31, 2024	December 31, 2023
Net income (loss)	(43,288)	(74,233)	(98,439)
Basic and diluted loss per share*	(0.00)	(0.00)	(0.00)

No exercise or conversion is assumed during the periods in which a loss is incurred, as the effect is anti-dilutive.

The Company has not prepared quarterly financial statements for fiscal 2023, and as such does not have quarterly results to report for the three months ended September 30, 2023.

Liquidity and Capital Resources

As at June 30, 2025, the Company had cash and cash equivalents of $33,676 and a working capital deficit of $169,572 compared to cash and cash equivalents of $8,191 and a working capital deficit of $86,130 at September 30, 2024.

During the nine months ended June 30, 2025, the Company's operations used $156,237 of cash (2024: $190,632), primarily related to exploration costs.

The Company incurred mineral property expenditures of $133,775 (2024: $143,118) related to work done on the Cosuño project and costs of $11,862 (2024 - $17,923) related to the Titiri project.

BP Exploration Corp.
Management's Discussion and Analysis
For the Nine Months Ended June 30, 2025

project in relation to these markets, and its ability to compete for investor support of its projects. There can be no assurance that financing, whether debt or equity, will be available to the Company in the amount required at any particular time or for any particular period or, if available, that it can be obtained on terms satisfactory to it.

Financing activities

The Company had no share issuances during the nine months ended June 30, 2025.

During fiscal 2024, the Company had the following share transactions:

i) On December 1, 2023, the Company issued 3,000,000 common shares at $0.05 per common share for gross proceeds of $150,000.

Transactions with Related Parties

During fiscal 2024, a company controlled by CEO ("Lender") provided an unsecured loan to the Company in the principal amount of $87,743 (US$65,000). The amount was non-interest bearing and can be called by the lender at any time in part or full or converted to shares.

Each of the Cosuño Property and Titiri project are subject to a 2.0% NSR royalty, as granted by the Company to each of Fairfax Mining Corp., a company controlled by the CEO of the Company, and Gonzalo Lemuz in consideration of their assistance of locating and acquiring the two projects. The Company retains the right at any time, and from time to time, to purchase each 2.0% NSR for US $5,000,000, and a one-time right to purchase each NSR within the first five years following commencement of drilling on the applicable property for US $2,500,000.

Off-Balance Sheet Arrangements

BP Exploration Corp.
Management's Discussion and Analysis
For the Nine Months Ended June 30, 2025

Accounting Policies

The Company uses the same accounting policies and methods of computation as disclosed in Note 2 in the annual consolidated financial statements for the year ended September 30, 2024.

Outstanding Share Data

Authorized: Unlimited common shares without par value

As of the date of this MD&A the Company had 33,972,674 common shares outstanding.

Risks and Uncertainties

Resource exploration and development projects are inherently speculative in nature

Successfully establishing mining operations and profitably cannot be assured

There can be no assurance that the Company will successfully establish mining operations or profitably produce silver from the Cosuño Project or any other project.

The Cosuño Project is in the exploration and evaluation stage and as a result, the Company is subject to all of the risks associated with establishing new mining operations and business enterprises including: (i) the availability of capital to finance construction and development activities is uncertain, may not be available, or may not be available at a cost which is economic to construct and develop a mine; (ii) the timing and cost, which can be considerable, to construct mining and processing facilities is uncertain and subject to increase; (iii) the availability and cost of skilled labour, consultants, mining equipment and supplies; (iv) the timing to receive any outstanding documentation, including permits, tax exemptions and fiscal guarantees required to commence construction and/or draw down on any loan facility that may be entered into by the Company in the future; and (v) the costs, timing and complexities of mine construction and development may be increased with the Cosuño Project.

There are no assurances that the Company's activities will result in profitable mining operations.

BP Exploration Corp.
Management's Discussion and Analysis
For the Nine Months Ended June 30, 2025

The Company's operations are dependent on receiving and maintaining required permits and licenses

The Cosuño Project is subject to environmental risks which may affect operating activities or costs

The Company relies on its management team and the loss of one or more of these persons may adversely affect the Company

The Company's operations rely on the availability of local labour, local and outside contractors and equipment when required to carry out our exploration and development activities

BP Exploration Corp.
Management's Discussion and Analysis
For the Nine Months Ended June 30, 2025

Failure to continue to have strong local community relations may impact the Company

The Cosuño Project, and future projects, are subject to title risks

The mining industry is extremely competitive

Conflicts of Interest

The Cosuño Project is subject to financing risks

History of losses

The Company has incurred losses since its inception. The Company expects to continue to incur losses unless and until such time as the Cosuño Project generates sufficient revenues to fund continuing operations. The development of the Cosuño Project will require the commitment of substantial financial resources. The amount and timing of expenditures will depend on a number of factors, including the progress of ongoing exploration and development, the results of consultants' analysis and recommendations, the rate at which operating losses are incurred, and the Company's acquisition of additional projects, some of which are beyond the Company's control. There can be no assurance that the Company will ever achieve profitability.

BP Exploration Corp.
Management's Discussion and Analysis
For the Nine Months Ended June 30, 2025

The Company's economic prospects and the viability of the Cosuño Project is subject to changes commodity prices

Shareholders' interest in the Company may be diluted in the future

Government regulations and permitting may have an adverse effect on the Company's activities

Political and Economic Risks

Bolivia's fiscal regime has historically been favourable to the mining industry, but there is a risk that this could change and is beyond the control of the Company. The Company's operations in Bolivia may also be adversely affected by economic uncertainty characteristic of developing countries.

Adverse changes may be made to mining laws, tax rates, and related regulations

BP Exploration Corp.
Management's Discussion and Analysis
For the Nine Months Ended June 30, 2025

Forward-looking Information

The Company's condensed interim consolidated financial statements for the nine months ended June 30, 2025, and this accompanying MD&A, contain statements that constitute "forward-looking statements" within the meaning of National Instrument 51-102, Continuous Disclosure Obligations of the Canadian Securities Administrators. It is important to note that, unless otherwise indicated, forward-looking statements in this MD&A describe the Company's expectations up to the date of the MD&A.

APPENDIX “D”

AUDIT COMMITTEE CHARTER

FARSTARCAP INVESTMENT CORP.

AUDIT COMMITTEE CHARTER

(Adopted December 6, 2017)

I. MANDATE

The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Farstarcap Investment Corp. (the “Company”) shall assist the Board in fulfilling its financial oversight responsibilities. The Committee’s primary duties and responsibilities under this mandate are to serve as an independent and objective party to monitor:

The quality and integrity of the Company’s financial statements and other financial information;
The compliance of such statements and information with legal and regulatory requirements;
The qualifications and independence of the Company’s independent external auditor (the “Auditor”); and
The performance of the Company’s internal accounting procedures and Auditor.

II. STRUCTURE AND OPERATIONS

A. Composition

The Committee shall be comprised of three or more members.

B. Qualifications

Each member of the Committee must be a member of the Board.

Each member of the Committee must be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement and cash flow statement.

C. Appointment and Removal

In accordance with the Articles of the Company, the members of the Committee shall be appointed by the Board and shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal. Any member of the Committee may be removed, with or without cause, by a majority vote of the Board.

D. Chair

Unless the Board shall select a Chair, the members of the Committee shall designate a Chair by the majority vote of all of the members of the Committee. The Chair shall call, set the agendas for and chair all meetings of the Committee.

E. Meetings

The Committee shall meet as frequently as circumstances dictate. The Auditor shall be given reasonable notice of, and be entitled to attend and speak at, each meeting of the Committee concerning the Company’s annual financial statements and, if the Committee feels it is necessary or appropriate, at every other meeting. On request by the Auditor, the Chair shall call a meeting of the Committee to consider any matter that the Auditor believes should be brought to the attention of the Committee, the Board or the shareholders of the Company.

At each meeting, a quorum shall consist of a majority of members that are not officers or employees of the Company or of an affiliate of the Company.

As part of its goal to foster open communication, the Committee may periodically meet separately with each of management and the Auditor to discuss any matters that the Committee or any of these groups believes would be appropriate to discuss privately. In addition, the Committee should meet with the Auditor and management annually to review the Company’s financial statements in a manner consistent with Section III of this Charter.

The Committee may invite to its meetings any director, any manager of the Company, and any other person whom it deems appropriate to consult in order to carry out its responsibilities. The Committee may also exclude from its meetings any person it deems appropriate to exclude in order to carry out its responsibilities.

III. DUTIES

A. Introduction

The following functions shall be the common recurring duties of the Committee in carrying out its purposes outlined in Section I of this Charter. These duties should serve as a guide with the understanding that the Committee may fulfill additional duties and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time related to the purposes of the Committee outlined in Section I of this Charter.

The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or concern which the Committee in its sole discretion deems appropriate for study or investigation by the Committee.

The Committee shall be given full access to the Company’s internal accounting staff, managers, other staff and Auditor as necessary to carry out these duties. While acting within the scope of its stated purpose, the Committee shall have all the authority of, but shall remain subject to, the Board.

B. Powers and Responsibilities

The Committee will have the following responsibilities and, in order to perform and discharge these responsibilities, will be vested with the powers and authorities set forth below, namely, the Committee shall:

Independence of Auditor

Review and discuss with the Auditor any disclosed relationships or services that may impact the objectivity and independence of the Auditor and, if necessary, obtain a formal written statement from the Auditor setting forth all relationships between the Auditor and the Company.
Take, or recommend that the Board take, appropriate action to oversee the independence of the Auditor.
Require the Auditor to report directly to the Committee.
Review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the Auditor and former independent external auditor of the Company.

Performance & Completion by Auditor of its Work

Be directly responsible for the oversight of the work by the Auditor (including resolution of disagreements between management and the Auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company, including resolution of disagreements between management and the Auditor regarding financial reporting.

Review annually the performance of the Auditor and recommend the appointment by the Board of a new, or re-election by the Company’s shareholders of the existing, Auditor for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company.
Recommend to the Board the compensation of the Auditor.
Pre-approve all non-audit services, including the fees and terms thereof, to be performed for the Company by the Auditor.

Internal Financial Controls & Operations of the Company

Establish procedures for:

(a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and

(b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

Preparation of Financial Statements

Discuss with management and the Auditor significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including any significant changes in the Company’s selection or application of accounting principles, any major issues as to the adequacy of the Company’s internal controls and any special steps adopted in light of material control deficiencies.
Discuss with management and the Auditor any correspondence with regulators or governmental agencies and any employee complaints or published reports which raise material issues regarding the Company’s financial statements or accounting policies.
Discuss with management and the Auditor the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the Company’s financial statements.
Discuss with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies.
Discuss with the Auditor the matters required to be discussed relating to the conduct of any audit, in particular:

(a) The adoption of, or changes to, the Company’s significant auditing and accounting principles and practices as suggested by the Auditor, internal auditor or management.

(b) The management inquiry letter provided by the Auditor and the Company’s response to that letter.

(c) Any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to requested information, and any significant disagreements with management.

Public Disclosure by the Company

Review the Company’s annual and interim financial statements, management discussion and analysis (MD&A) and earnings press releases before the Board approves and the Company publicly discloses this information.

Review the Company’s financial reporting procedures and internal controls to be satisfied that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from its financial statements, other than disclosure described in the previous paragraph, and periodically assessing the adequacy of those procedures.
Review disclosures made to the Committee by the Company’s Chief Executive Officer and Chief Financial Officer during their certification process of the Company’s financial statements about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Company’s internal controls.

Manner of Carrying Out its Mandate

Consult, to the extent it deems necessary or appropriate, with the Auditor, but 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.
Request any officer or employee of the Company or the Company’s outside counsel or Auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.
Meet, to the extent it deems necessary or appropriate, with management, any internal auditor and the Auditor in separate executive sessions.
Have the authority, to the extent it deems necessary or appropriate, to retain special independent legal, accounting or other consultants to advise the Committee advisors.
Make regular reports to the Board.
Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
Annually review the Committee’s own performance.
Provide an open avenue of communication among the Auditor, the Company’s financial and senior management and the Board.
Not delegate these responsibilities.

C. Limitation of Audit Committee’s Role

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the Auditor.

AI assistant

BP Silver Corp. — M&A Activity 2025

47638_rns_2025-08-20_d84643e8-6fab-4a04-99a1-83157de835e4.pdf

TABLE OF CONTENTS

FORWARD-LOOKING INFORMATION

INFORMATION CONCERNING BPEx

INFORMATION CONTAINED IN THIS FILING STATEMENT

DOCUMENTS INCORPORATED BY REFERENCE

GLOSSARY OF TERMS

SUMMARY OF FILING STATEMENT

Farstarcap Investment Corp.

Business Development

Summary of the Qualifying Transaction

Amalgamation Agreement

Mark Cruise, Director

Keith Henderson, Director

Robert McMorran, Director

Gonzalo Lemuz, COO

Financing

Arm's Length Transaction

No Shareholders' Approval

Interests of Insiders, Promoters, or Control Persons

Available Funds and Principal Purposes

Selected Pro-Forma Consolidated Financial Information

Market Price of FRS Shares

Conflicts of Interest

Conditional Listing Approval

Interests of Certain Persons

Risk Factors

INFORMATION CONCERNING FRS

Corporate Structure

Name and Incorporation

Intercorporate Relationships

General Development of FRS’s Business

History

General Description of the Qualifying Transaction

Financing

Capital Structure

New Management

Selected Financial Information

Management Discussion and Analysis

Description of Securities

Common Shares

Warrants

Options

Other Securities

Prior Sales

Stock Exchange Price

Non-Arm's Length Transactions/Arm's Length Transactions

Non-Arm's Length Transactions

Arm's Length Transactions

Legal Proceedings

Auditor, Transfer Agent and Registrar

Auditor

Transfer Agent and Registrar

Material Contracts

INFORMATION CONCERNING BP EXPLORATION CORP.

Corporate Structure

Name and Incorporation

Intercorporate Relationships

Description of the Business

History

Cosuño Property

Project Description, Location and Access

History

Geological Setting, Mineralization and Deposit Types

Regional Geologic Setting

Local Geology and Proximal Mineral Occurrences

Exploration

Drilling

Sampling, Analysis and Data Verification

Conclusions and Recommendations

Titiri Project

Royalty Agreements

BPEx Contingent Share Issuance Obligation

Financial Information

Management’s Discussion and Analysis

Qualifying Transaction

Description of BPEx Securities

Shares

BP Silver Corp. M&A Activity 2025