A copy of this preliminary short form prospectus has been filed with the securities regulatory authorities in each of the provinces of Canada, excluding Québec, but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary short form prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form prospectus is obtained from the securities regulatory authorities.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

The securities offered hereby have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any securities laws of any state of the United States and may not be offered or sold within the United States (as such term is defined in Regulation S under the 1933 Act) or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the 1933 Act ("U.S. Persons")) unless registered under the 1933 Act and any applicable securities laws of any state of the United States or an exemption from such registration requirements is available. This short form prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States or to, or for the account or benefit of, U.S. Persons. See "Plan of Distribution".

Information has been incorporated by reference in this prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the secretary of the issuer at 2133 - 1177 W Hastings St., Vancouver, British Columbia, V6E 2K3, telephone 778-486-1500, and are also available electronically at www.sedarplus.ca.

PRELIMINARY SHORT FORM PROSPECTUS

New Issue

November 18, 2025

MIATA METALS CORP.

Up to $10,000,080
Up to 20,833,500 Common Shares

Price: $0.48 per Share

This preliminary short form prospectus (this "Prospectus") qualifies the distribution (the "Offering") of up to 20,833,500 common shares ("Offered Shares") of Miata Metals Corp. ("Miata" or the "Company") at a price of $0.48 per Offered Share (the "Offering Price") for aggregate gross proceeds of up to $10,000,080.

The Offered Shares will be issued and sold on a "best efforts" agency basis pursuant to an agency agreement (the "Agency Agreement"), which is to be executed prior to the filing of the final short form prospectus, among the Company and Cormark Securities Inc. (the "Lead Agent"), as lead agent and sole bookrunner, and ♦, ♦, ♦, ♦ and ♦ (collectively with the Lead Agent, the "Agents"). The Offering Price was determined by arm's length negotiation between the Company and the Lead Agent, on behalf of the Agents, with reference to the prevailing market price of the common shares of the Company (the "Common Shares"). See "Plan of Distribution".

There is no minimum amount of funds that must be raised under this Offering. This means that the Company could complete this Offering after raising only a small proportion of the offering amount set out above.

The Common Shares are listed and posted for trading on the Canadian Securities Exchange (the "CSE") under the symbol "MMET", quoted on the OTCQB Venture Market (the "OTCQB") under the symbol "MMETF", and quoted on the Frankfurt Stock Exchange (the "FSE") under the symbol "8NQ". On November 17, 2025, the last trading day prior to the date of this Prospectus, the closing price of the Common Shares on the CSE was $0.55 per Common Share, the closing price on the OTCQB was US$0.42993 per Common Share, and the closing price on the FSE was €0.3160 per Common Share.

The Company will apply to list the Offered Shares to be distributed under this Prospectus on the CSE, as well as the Additional Offered Shares (as defined herein) issuable upon the exercise of the Over-Allotment Option (as defined herein), and the Broker Warrant Shares (as defined herein) issuable upon the exercise of the Broker Warrants (as defined herein). Listing will be subject to the Company fulfilling all of the requirements of the CSE. See “Plan of Distribution”.

	Price to the Public	Agents’ Fee (1)(4)	Net Proceeds to the Company(1)
Per Share	$0.48	$0.0288	$0.4512
Total	$10,000,080(1)	$600,005(2)	$9,400,075(2)(3)

Notes:

(1) Assumes the Offering is fully subscribed but there is no exercise of the Over-Allotment Option and no President’s List (as defined herein) purchasers.

(2) In consideration for the services rendered by the Agents in connection with the Offering, the Company shall pay to the Agents a cash fee (the “Agents’ Fee”) equal to 6.0% of the gross proceeds of the Offering (including in respect of any gross proceeds in connection with the exercise of the Over-Allotment Option), subject to a reduced fee to the President’s List Percentage (as defined herein) for Offered Shares sold by the Agents to certain purchasers designated by the Company on the president’s list (the “President’s List”). The President’s List shall be for a maximum of gross proceeds of $1,000,000. The “President’s List Percentage” shall be 2.0%.

(3) After deducting the Agents’ Fee (assuming no President’s List purchasers), but before deducting the expenses of the Offering, estimated to be approximately $250,000 ($265,000 if the Over-Allotment Option is exercised in full), which will be paid by the Company from the proceeds of the Offering.

(4) As additional consideration for the services rendered by the Agents in connection with the Offering, the Company has also agreed to grant the Agents broker warrants (the “Broker Warrants”) equal to 6.0% of the number of Offered Shares issued under the Offering (including in respect of any Additional Offered Shares issued upon exercise of the Over-Allotment Option), subject to a reduced percentage to the President’s List Percentage for Offered Shares sold by the Agents to purchasers on the President’s List. The Broker Warrants are exercisable into Common Shares (the “Broker Warrant Shares”) at a price of $0.67 per Broker Warrant Share, for a period of 24 months following the Closing Date, subject to adjustment in certain events. This Prospectus also qualifies the issuance of the Broker Warrants. See “Plan of Distribution”.

The Company has granted the Agents an option (the “Over-Allotment Option”), exercisable, in whole or in part, at any time until 11:59 p.m. (ET) on the 30th day following the Closing Date, to sell up to an additional 3,125,000 Offered Shares (each an “Additional Offered Share”) at the Offering Price for additional gross proceeds of up to $1,500,000, for the purpose of satisfying over-allotments, if any, and for market stabilization purposes. If the Over-Allotment Option is exercised in full for Additional Offered Shares, the total “Price to the Public”, “Agents’ Fee” and “Net Proceeds to the Company” (before deducting the expenses of the Offering (see note 3 above)) will be $11,500,080, $690,005 and $10,810,075 respectively (assuming no President’s List purchasers). This Prospectus qualifies the grant of the Over-Allotment Option and the distribution of the Additional Offered Shares issuable upon exercise of the Over-Allotment Option. A purchaser who acquires securities forming part of the Agents’ over-allocation position acquires those securities under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See “Plan of Distribution”.

Unless the context otherwise requires, when used herein, all references to “Offering” and “Offered Shares” include the Additional Offered Shares issuable upon exercise of the Over-Allotment Option.

The following table sets out the maximum number of securities that may be issued by the Company pursuant to the Over-Allotment Option and the Broker Warrants:

Agents’ Position	Maximum Size or Number of Securities Available	Exercise Period	Exercise Price
Over-Allotment Option	Up to 3,125,000 Additional Offered Shares	Exercisable until the 30^{th} day following the Closing Date	$0.48 per Additional Offered Share
Broker Warrants	Up to 1,250,010 Broker Warrants^{(1)}	Exercisable for a period of 24 months following the Closing Date	$0.67 per Broker Warrant Share

Note:
(1) If the Over-Allotment Option is exercised in full for Additional Offered Shares, the total “Number of Securities Available” will be 1,437,510 Broker Warrants (assuming no President’s List purchasers).

The Offering is not underwritten nor guaranteed by any person. The Agents, as agents, conditionally offer the Offered Shares for sale on a “best efforts” agency basis, if, as, and when issued by the Company and accepted by the Agents in accordance with the terms and conditions contained in the Agency Agreement referred to under the “Plan of Distribution”, and subject to the approval of certain legal matters, on behalf of the Company by Morton Law LLP, and on behalf of the Agents by Cassels Brock & Blackwell LLP.

Subject to applicable laws and in connection with this Offering, the Agents may over-allot or effect transactions which are intended to stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail in the open market in accordance with applicable stabilization rules. Such transactions, if commenced, may be discontinued at any time. See “Plan of Distribution”.

The Offering is being made in each of the provinces of Canada, except Québec. The Offered Shares will be offered in each of such jurisdictions through the Agents or their respective affiliates who are registered to offer the securities for sale in such jurisdictions and such other registered dealers as may be designated by the Agents. Subject to applicable law, the Agents may offer the Offered Shares in the United States and such other jurisdictions outside of Canada and the United States as agreed between the Company and the Agents. See “Plan of Distribution”.

Subscription for the Offered Shares will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. Other than pursuant to certain exceptions, the Offered Shares sold pursuant to the Offering will be issued in electronic form to the Canadian Depository for Securities (“CDS”) or nominees thereof and deposited with CDS upon closing of the Offering in electronic form. A purchaser will only receive a customer confirmation of the issuance of the securities purchased pursuant to the Offering from the Agents or other registered dealer who is a CDS participant through which the Offered Shares are purchased. CDS will record the CDS participants who hold Offered Shares on behalf of owners who have purchased Offered Shares in accordance with the book-based system. No definitive certificates will be issued unless specifically requested or required. Notwithstanding the foregoing, all Offered Shares issued in the United States or to, or for the account or benefit of, U.S. Persons pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “1933 Act”), and applicable state securities laws to investors who do not qualify as “qualified institutional buyers” within the meaning of Rule 144A under the 1933 Act (“Qualified Institutional Buyers”) will be represented by definitive physical certificates.

Closing of the Offering is expected to occur on or about December 4, 2025, or such other date as may be agreed upon by the Company and the Lead Agent, on behalf of the Agents, but in any event not later than 90 days after the date of the receipt of the (final) short form prospectus or such later date as may be permitted under securities legislation (the “Closing Date”). See “Plan of Distribution”.

iii

An investment in the Offered Shares is highly speculative and involves a high degree of risk and should only be made by persons who can afford the total loss of their investment. Investors should carefully consider the risk factors described or incorporated by reference in this Prospectus before purchasing the Offered Shares. Prospective investors are advised to consult their legal counsel and other professional advisors in order to assess income tax, legal and other aspects of the investment. See “Cautionary Note Regarding Forward Looking Statements” and “Risk Factors” in this Prospectus and “Forward-looking Information” and “Risk Factors” in the Company’s AIF (as defined herein), which can be found on SEDAR+ at www.sedarplus.ca, before purchasing the Offered Shares.

Prospective investors are advised to consult their own tax advisors regarding the application of Canadian federal income tax laws to their particular circumstances, as well as any other provincial, territorial, local, foreign and other tax consequences of acquiring, holding or disposing of Offered Shares. See “Certain Federal Income Tax Considerations”.

The Company’s head office is located at 2133 - 1177 W Hastings St., Vancouver, British Columbia, V6E 2K3, and its registered office is located at Suite 1200 - 750 West Pender Street, Vancouver, British Columbia, Canada, V6C 2T8.

In this Prospectus, unless the context otherwise requires, references to “we”, “us”, “our”, “Miata” or the “Company” refer to Miata Metals Corp., either alone or together with its subsidiaries, as the context requires.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS...1
IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS...2
CURRENCY PRESENTATION...2
DOCUMENTS INCORPORATED BY REFERENCE...2
MARKETING MATERIALS...3
ELIGIBILITY FOR INVESTMENT...4
THE COMPANY...4
BUSINESS OF THE COMPANY...5
MATERIAL MINERAL PROJECT...5
RECENT DEVELOPMENTS...5
CONSOLIDATED CAPITALIZATION...6
USE OF PROCEEDS...6
PLAN OF DISTRIBUTION...8
DESCRIPTION OF THE SECURITIES BEING DISTRIBUTED...11
PRIOR SALES...12
TRADING PRICE AND VOLUME...13
RISK FACTORS...14
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS...16
AUDITORS, TRANSFER AGENT AND REGISTRAR...20
LEGAL MATTERS & INTERESTS OF EXPERTS...20
STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION...20
CERTIFICATE OF THE COMPANY...C-1
CERTIFICATE OF THE AGENTS...C-2

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Prospectus, and in certain documents incorporated by reference herein, contain statements that, to the extent that they are not historical fact, may constitute “forward-looking information” and “forward-looking statements” within the meaning of applicable securities legislation (collectively referred to herein as “forward-looking statements”).

Forward-looking statements may include, but are not limited to, statements with respect to:

the completion of the Offering, including the anticipated Closing Date, the amount raised and the use of proceeds from the Offering;
the listing of the Offered Shares and the Broker Warrant Shares pursuant to the Offering;
financial and other projections, future plans, objectives, performance, revenues, growth, profits or operating expense;
the future price of commodities;
costs and timing of the exploration and development of new deposits;
success of exploration activities;
permitting timelines;
currency fluctuations;
government regulation of mining operations;
environmental risks;
unanticipated reclamation expenses;
title disputes or claims;
limitations on insurance coverage;
the completion of financings and future listings and regulatory approvals;
requirements for additional capital and future financing options;
plans to identify, pursue, negotiate and/or complete strategic acquisitions;
future plans, objectives or economic performance, or the assumption underlying any of the foregoing; and
other expectations of the Company.

In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “project”, “estimates”, “forecasts”, “intends”, “anticipates” or “believes”, or variations (including negative variations) of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

Such forward-looking statements, made as of the date hereof, reflect the Company’s current views with respect to future events and are based on information currently available to the Company and are subject to and involve certain known and unknown risks, uncertainties, assumptions and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed in or implied by such forward-looking statements. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. These risks, uncertainties, assumptions and other factors should be considered carefully, and prospective investors and readers should not place undue reliance on the forward-looking statements.

Forward-looking statements are based upon a number of estimates and assumptions that, while considered reasonable by the Company at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies that may cause the Company’s actual financial results, performance, or achievements to be materially different from those expressed or implied herein. Some of the material factors or assumptions used to develop forward-looking statements include, without limitation, the Company’s budget and anticipated costs; ability to carry on exploration and development activities; ability to raise additional capital to proceed with exploration and development plans; ability to obtain all necessary regulatory approvals, permits and licenses for planned activities under governmental and other applicable regulatory regimes; expectations regarding tax rates, currency exchange rates, and interest rates; ability to comply with current and future environmental, safety and other regulatory requirements and to obtain and maintain required regulatory approvals; and operations are not significantly disrupted as a result of pandemics, social or political activism, breakdown, natural disasters, governmental or political actions,

litigation or arbitration proceedings, equipment or infrastructure failure, labour shortages, transportation disruptions or accidents, or other development or exploration risks. Material factors or assumptions that were applied in drawing a conclusion or making an estimate set out in the forward-looking statements include the factors identified throughout this Prospectus and in particular, the “Risk Factors” section of this Prospectus and the Company’s AIF.

Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update any forward-looking statement to reflect information, events, results, circumstances or otherwise after the date on which such statement is made or to reflect the occurrence of unanticipated events, except as required by law including securities laws. New factors emerge from time to time, and it is not possible for management to predict all of such factors and to assess in advance the impact of each such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS

Investors should rely only on the information contained in this Prospectus or incorporated by reference herein. Neither the Company nor the Agents has authorized anyone to provide investors with different or additional information. If anyone provides you with different or additional information, you should not rely on it. Neither the Company nor the Agents are making an offer to sell the Offered Shares in any jurisdiction where the offer or sale is not permitted. Investors should assume that the information contained in this Prospectus is accurate only as of the date on the front of this Prospectus, and that information contained in any document incorporated by reference is accurate only as of the date of that document, regardless of the time of delivery of this Prospectus or of any sale of the securities pursuant thereto. The business, financial condition, results of operations and prospects of the Company may have changed since those dates.

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

CURRENCY PRESENTATION

Unless otherwise indicated, all references to monetary amounts in this Prospectus are denominated in Canadian dollars. The consolidated financial statements of the Company incorporated herein by reference are reported in Canadian dollars and are prepared in accordance with International Financial Reporting Standards (“IFRS”). Unless otherwise indicated, all references to “$”, “C$” and “dollars” in this Prospectus refer to Canadian dollars.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request and without charge from the secretary of the Company at 2133 - 1177 W Hastings St., Vancouver, British Columbia, V6E 2K3, telephone 778-486-1500, and are also available electronically on SEDAR+ at www.sedarplus.ca. The filings of the Company through SEDAR+ are not incorporated by reference in this Prospectus except as specifically set out herein.

The following documents are specifically incorporated by reference into, and form an integral part of, this Prospectus:

the annual information form of the Company for the year ended June 30, 2025, dated as of October 28, 2025 (the “AIF”);
the audited consolidated annual financial statements of the Company for the year ended June 30, 2025 and the fifteen months ended June 30, 2024, together with the auditors’ report thereon and the notes thereto;
the management’s discussion and analysis of the Company for the year ended June 30, 2025 (the “Annual MD&A”);

the material change report of the Company dated August 28, 2025 announcing the closing of its non-brokered private placement offering for gross proceeds of $5.5 million (the “August 2025 Offering”);
the management information circular of the Company dated as at November 4, 2025 in respect of the annual general meeting of the shareholders of the Company to be held on December 11, 2025;
the “template version” (as such term is defined in National Instrument 41-101 – General Prospectus Requirements) of the term sheet dated November 18, 2025 relating to the Offering (the “Marketing Materials”);
the business acquisition report dated December 20, 2024 regarding the Company’s acquisition of 79North Inc.; and
the technical report entitled “Technical Report Sela Creek Gold Project, Sipaliwini District, Suriname, South America” with an effective date of July 3, 2024 (the “Technical Report”).

A reference to this Prospectus includes a reference to any and all documents incorporated by reference in this Prospectus. Any document of the type referred to above (excluding confidential material change reports), the content of any news release disclosing financial information for a period more recent than the period for which consolidated financial statements are required and certain other disclosure documents as set forth in Item 11.1 of Form 44-101F1 of National Instrument 44-101 – Short Form Prospectus Distributions of the Canadian Securities Administrators filed by the Company with the securities commissions or similar regulatory authorities in Canada after the date of this Prospectus and prior to the termination of the Offering under this Prospectus shall be deemed to be incorporated by reference in this Prospectus.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for the purposes of this Prospectus to the extent that a statement contained in this Prospectus or in any subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded will not constitute a part of this Prospectus, except as so modified or superseded. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the statement or document that it modifies or supersedes. The making of such a modifying or superseding statement will not be deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

References to the Company’s website or any other website in this Prospectus or any documents that are incorporated by reference herein and therein do not incorporate by reference the information on such website into this Prospectus, and we disclaim any such incorporation by reference.

MARKETING MATERIALS

The Marketing Materials do not form part of this Prospectus to the extent that the contents of the Marketing Materials have been modified or superseded by a statement contained in this Prospectus. Any “template version” of “marketing materials” (each as defined in National Instrument 41-101 – General Prospectus Requirements) filed after the date of this Prospectus and before the termination of the distribution of the Offered Shares (including any amendments to, or an amended version of, the Marketing Materials) is deemed to be incorporated by reference into this Prospectus. The Marketing Materials have been filed and are available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

ELIGIBILITY FOR INVESTMENT

In the opinion of Legacy Trust + Tax Lawyers, Canadian tax counsel to the Company, and Cassels Brock & Blackwell LLP, legal counsel to the Agents, based on the current provisions of the Income Tax Act (Canada) and the regulations thereunder (collectively, the "Tax Act") in force as of the date hereof, and specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof, the Offered Shares (including for greater certainty any Additional Offered Shares), if issued on the date hereof, would be "qualified investments" under the Tax Act for a trust governed by a registered retirement savings plan ("RRSP"), registered retirement income fund ("RRIF"), registered education savings plan ("RESP"), deferred profit sharing plan, registered disability savings plan ("RDSP"), tax-free savings account ("TFSA"), or first home savings account ("FHSA") (collectively, the "Registered Plans") at a particular time, provided that at such time: (i) the Offered Shares are listed on a "designated stock exchange" as defined in the Tax Act (which currently includes the CSE) or the Company otherwise qualifies as a "public corporation" other than a "mortgage investment corporation" (each as defined in the Tax Act).

Notwithstanding that the Offered Shares may, at a particular time, be qualified investments for a trust governed by a Registered Plan, the annuitant of the RRSP or RRIF, the holder of the RDSP, TFSA, or FHSA, or the subscriber of the RESP, as the case may be (such annuitant, holder or subscriber a "Controlling Individual" of the Registered Plan), will be subject to a penalty tax with respect to the Offered Shares held in the Registered Plan if such Offered Shares are "prohibited investments" for the Registered Plan within the meaning of the Tax Act. Provided that the Controlling Individual of a Registered Plan does not hold a "significant interest" (as defined in the Tax Act for purposes of the prohibited investment rules) in the Company and provided that such Controlling Individual deals at arm's length with the Company for the purposes of the Tax Act, the Offered Shares will generally not be "prohibited investments" for the Registered Plan. In addition, the Offered Shares will generally not be "prohibited investments" if they are "excluded property" (as defined in the Tax Act for the purposes of the prohibited investment rules) for a trust governed by a Registered Plan.

Investors in Offered Shares should consult their own independent tax advisors for advice with respect to the potential application of these rules to them having regard to their own particular circumstances.

THE COMPANY

The Company was incorporated on July 12, 2021, as Miata II Capital Corp. pursuant to the Business Corporations Act (British Columbia). On March 7, 2023, the Company changed its name to Miata Metals Corp.

Miata is currently a reporting issuer in the provinces of British Columbia, Alberta, and Ontario. Miata's common shares commenced trading on the CSE under the symbol "MMET" on July 20, 2023.

The head office of Miata is located at #2133 - 1177 West Hastings Street, Vancouver, BC, V6E 2K3. Miata's registered and records office is located at Suite 1200 - 750 West Pender Street, Vancouver, British Columbia, V6C 2T8.

Miata has the following subsidiaries:

Name of Subsidiary	Jurisdiction of Incorporation	Percentage of Voting Shares beneficially owned directly or indirectly by Miata
Miata Holdings Inc.(1)	Ontario	100% directly
79North Ltd.	Ontario	100% indirectly
Miata Netherlands B.V.	Netherlands	100% directly
Miata Metals Suriname N.V.	Suriname	100% indirectly
Sumin Resources Limited	British Virgin Islands	100% indirectly
Kudray S.A.	Uruguay	100% indirectly
Sumin Mines N.V.	Suriname	100% indirectly
Sumin Delfstoffen N.V.	Suriname	100% indirectly
Integral Agricultural and Mining Industries N.V.	Suriname	70% indirectly

Name of Subsidiary	Jurisdiction of Incorporation	Percentage of Voting Shares beneficially owned directly or indirectly by Miata
Golden Ventures Suriname N.V.	Suriname	100% indirectly

Note:
(1) 1000963620 Ontario Inc. amalgamated with 79North to form Miata Holdings Inc.

The following diagram illustrates the current corporate structure of Miata:

BUSINESS OF THE COMPANY

Miata is engaged in the business of exploration of mineral properties in Suriname. The Company holds a 70% interest in the 215 square-kilometre Sela Creek Gold project in Suriname (the "Sela Creek Property") with an option to acquire a full 100% interest in the project, and a 70% beneficial interest in the Nassau Gold project (the "Nassau Project") with an option to acquire a full 100% interest. Both assets are located in the Marowijne greenstone belt of the central Guiana Shield in Suriname.

Miata's objective is to explore and, if warranted, develop the Sela Creek Property and other property interests. Miata will evaluate opportunities to acquire interests in additional exploration stage mineral properties.

For additional information regarding the Company and its business and properties, please see the Company's AIF, including under the heading "Description of the Business".

MATERIAL MINERAL PROJECT

The Company considers the Sela Creek Property to be its only current material mineral project for the purposes of National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101"). Information with respect to the Sela Creek Property may be reviewed under the heading "Description of the Business – Material Mineral Properties – Sela Creek Property" in the AIF. Readers are encouraged to review the full text of the Technical Report which is incorporated by reference herein and available for review on SEDAR+ at www.sedarplus.ca.

RECENT DEVELOPMENTS

Upcoming Annual General Meeting of Shareholders

On October 10, 2025, the Company filed its notice of meeting and record date in connection with the annual general meeting of shareholders of the Company to be held on December 11, 2025 (the "Meeting"). The record date for notice of the Meeting and for voting at the Meeting is November 4, 2025 and prior to the Closing Date and, as a result,

purchasers who acquire Offered Shares pursuant to the Offering will not be entitled to vote the Offered Shares acquired pursuant to the Offering in connection with the Meeting.

CONSOLIDATED CAPITALIZATION

The following table summarizes the Company’s capitalization as at June 30, 2025 (the date of the consolidated financial statements for its most recently completed annual financial period included in this Prospectus), as at the date of this Prospectus before giving effect to the Offering, and after giving effect to the Offering. This table should be read in conjunction with the consolidated financial statements of the Company and the related notes, and management’s discussion and analysis of financial conditions, and results of operations in respect of those statements that are incorporated by reference in this Prospectus. See also “Prior Sales”.

Description	Outstanding as at June 30, 2025	Outstanding as at the date of this Prospectus before giving effect to the Offering	Outstanding as at the date of this Prospectus after giving effect to the Offering^{(3)}	Outstanding as at the date of this Prospectus after giving effect to the Offering and the Over-Allotment Option
Common Shares^{(1)}	54,693,695	79,880,372	100,713,872	103,838,872
Warrants	11,023,097	21,613,402	21,613,402	21,613,402
Options	4,607,307	6,960,000	6,960,000	6,960,000
Broker Warrants	707,966^{(4)}	1,402,876^{(5)}	2,652,886^{(2)}	2,840,386^{(2)}
Indebtedness	$1,234,000	$200,000	$200,000	$200,000

Notes:

(1) The Company is authorized to issue an unlimited number of Common Shares.
(2) Assuming no President’s List purchasers.
(3) Assuming the Offering is fully subscribed, and the Over-Allotment Option is not exercised.
(4) These broker warrants were issued pursuant to the Company’s private placement financing of units in October 2024, with each broker warrant entitling the holder to acquire one Common Share at a price of $0.60 until October 18, 2026.
(5) This amount includes 694,910 outstanding broker warrants issued in the August 2025 Offering, with each broker warrant entitling the holder to acquire one Common Share at a price of $0.40 until August 21, 2027.

USE OF PROCEEDS

The estimated net proceeds to be received by the Company from the Offering (assuming no President’s List purchasers), after deducting the Agents’ Fee of $600,005 ($690,005 if the Over-Allotment Option is exercised in full) and after deducting the estimated expenses of the Offering of approximately $250,000 ($265,000 if the Over-Allotment-Option is exercised in full), will be $9,150,075 ($10,545,075 if the Over-Allotment Option is exercised in full). The Agents’ Fee and the expenses of the Offering will be paid from the proceeds of the Offering.

Principal Purposes

The Company intends to use the net proceeds from the Offering and other available working capital towards exploration, drilling, field work, maintenance and other costs at its Sela Creek Property and for working capital and general corporate purposes, as more particularly set out in the table below.

	Without exercise of the Over-Allotment Option(1)	With exercise of the Over-Allotment Option(1)(2)
Total available funds:
Gross proceeds from the Offering	$10,000,080	$11,500,080
Estimated working capital as at October 31, 2025	$2,850,000	$2,850,000
Gross proceeds and other available funds	$12,850,080	$14,350,080
Less:
Agents’ fee	$600,005	$690,005
Estimated expenses and costs of the Offering	$250,000	$265,000
Total	$12,000,075	$13,395,075
Expenditure
Drill programs(3)	$5,500,000	$6,500,000
Mineral claim maintenance and acquisition(4)	$350,000	$350,000
Geologic consulting(5)	$1,075,000	$1,305,000
Field costs(6)	$1,400,000	$1,450,000
Camp costs(7)	$600,000	$650,000
Community and social engagement(8)	$85,000	$85,000
Operating expenses (non-exploration)(9)	$1,050,000	$1,050,000
Contingency (5%)	$503,000	$569,500
Unallocated working capital	$1,437,075	$1,435,575
Total	$12,000,075	$13,395,075

Notes:

(1) Assuming the Offering is subscribed for in full and no Offered Shares are purchased by President's List purchasers. Should President's List purchasers acquire Offered Shares pursuant to the Offering, the Agents' Fee would be reduced to $2.0\%$ for such Offered Shares, and the net proceeds of the Offering would be increased accordingly and any such additional net proceeds added to unallocated working capital.
(2) Assuming exercise of the Over-Allotment Option in full.
(3) Assumes the completion of 20,000 metres (23,000 metres if the Over-Allotment Option is exercised in full) of diamond drilling at the Sela Creek Property, and includes costs related to core cutting and assaying of drill core.
(4) Reflects annual payments to the relevant government agencies in Suriname, and related report writing costs to keep the concessions in good standing and complete renewal procedures, as well as the cash payment due to the optionor of the Sela Creek Property on the second anniversary of the Sela Creek option agreement.
(5) Inclusive of consulting geologists and technical advisors, as well as attributable value of remuneration paid to senior management for work directly related to the Sela Creek Property.
(6) Includes costs such as travel to and from the Sela Creek Property, remuneration paid to field personnel, and for operating supplies such as fuel, and equipment in use for exploration at the Sela Creek Property.
(7) Includes costs to operate exploration camp at the Sela Creek Property, including maintenance, meals, and remuneration of camp personnel.
(8) Includes remuneration of local community relations manager, as well as certain costs related to strengthening relationships with local communities and stakeholders.
(9) Assumes that the administrative costs of the Company, including management remuneration, accounting and audit fees, legal costs, exchange and listing and other public company related costs, and marketing activities remain relatively consistent with those of the preceding periods.

Dr. Jacob Verbaas, Chief Executive Officer of the Company, is the "qualified person" responsible for budgeting and recommending the proposed exploration programs at the Sela Creek Property and has supervised the preparation of and approved the above use of proceeds and other available funds.

The above noted allocation represents the Company's intentions with respect to its use of net proceeds and other available funds based on current knowledge, planning and expectations of management of the Company. Many of the items in the use of proceeds are discretionary. The Company's actual use of the net proceeds of the Offering and other available funds may vary depending on the Company's operating and capital needs from time to time. There may be

circumstances where, for sound business reasons, a reallocation of funds may be prudent or necessary. See “Risk Factors – Risks Related to the Offering – Use of Proceeds”.

As an exploration company, the Company has no source of operating cash flow and its operations to date have been funded primarily from equity financings. Accordingly, the Company had a negative operating cash flow of $(7,436,196) for the year ended June 30, 2025, and a negative operating cash flow of $(1,340,247) for the fifteen months ended June 30, 2024. As a result of the expenses to be incurred by the Company in connection with its business objectives for the development of the Sela Creek Property, the Company anticipates that negative operating cash flows will continue for the foreseeable future. See “Risk Factors – Risks Related to the Company – Negative Cash Flow from Operations and Going Concern”.

Business Objectives and Milestones

The principal business objectives that the Company intends to accomplish using the net proceeds of the Offering and other available funds, and the anticipated costs and time period related to each objective are set out in the table below.

Business Objective	Milestone Event to Occur	Anticipated Timeframe for Milestone	Anticipated Costs for Milestone
To explore and expand area of delineated mineralization at the Jons Trend target at the Sela Creek Property through drilling and field work	Total of 10,000m of drilling across Jons Trend	12 months	$4,300,000
To explore other gold prospects and targets at the Sela Creek Property through drilling and field work	Total of 10,000m of drilling completed across gold prospects other than Jons Trend on Sela Creek Property	18 months	$4,710,000

The Company may require additional financing over and above the Offering in order to meet its longer-term business objectives, and there can be no assurances that such financing sources will be available as and when needed. Historically, the Company has funded its operations and project development solely through equity and debt financings. The availability of future financing will depend on a number of factors, including project progress, market conditions, and investor sentiment. If additional financing is not available on acceptable terms, or at all, the Company's planned work programs may be postponed, or otherwise revised, as necessary. See “Risk Factors” herein, in the AIF, and in the other documents incorporated by reference herein.

No Minimum Offering

No minimum amount of funds must be raised under the Offering, and the distribution being carried out by the Agents is on a “best efforts” basis only. This means that the Company could complete the Offering after raising only a small proportion of the Offering amount. The proposed use of the net proceeds of the Offering and other available funds set out above assumes the Offering is subscribed for in full. In the event that less than the maximum Offering amount is raised, the Company intends to allocate the available net proceeds in substantially the same proportions as set out in the use of proceeds table above, with adjustments made to reflect the reduced amount of funds available. The Company will prioritize drilling and will adjust geologic consulting and non-exploration operating expenses and working capital expenditures proportionately, or as otherwise determined by management to be in the best interests of the Company.

PLAN OF DISTRIBUTION

Pursuant to the Agency Agreement, the Company will engage the Agents to offer for sale to the public, on a “best efforts” agency basis, up to 20,833,500 Offered Shares at the Offering Price, for aggregate gross proceeds of up to $10,000,080, payable in cash to the Company against delivery of the Offered Shares. There is no minimum amount of funds to be raised under the Offering. This means that the Company could complete this Offering after raising only a small portion of the offering amount set out above.

The obligations of the Agents under the Agency Agreement will be several (and not joint, nor joint and several) and will be subject to certain closing conditions and may be terminated at any one of the Agents’ discretion on the basis of “material change out”, “disaster out”, “market out”, and “breach out” provisions in the Agency Agreement and may also be terminated upon the occurrence of certain other stated events. The Agents are not obligated to purchase any Offered Shares under the Agency Agreement.

The Offering Price for the Offered Shares was determined based upon arm’s length negotiations between the Company and the Lead Agent, on behalf of the Agents, with reference to the prevailing market price of the Common Shares.

This Prospectus qualifies the distribution of the Offered Shares.

The Company has also granted the Agents the Over-Allotment Option, exercisable in whole or in part, until 11:59 p.m. (ET) on the 30th day following the Closing Date, to sell up to 3,125,000 Additional Offered Shares at the Offering Price for additional gross proceeds of up to $1,500,000, to cover the Agents’ over-allocation position, if any, and for market stabilization purposes. A purchaser who acquires securities forming part of the Agents’ over-allocation position acquires those securities under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. If the Over-Allotment Option is exercised in full for Additional Offered Shares, the total “Price to the Public”, “Agents’ Fee” and “Net Proceeds to the Company” (before deducting the expenses of the Offering) will be $11,500,080, $690,005 and $10,810,075 respectively (assuming no President’s List purchasers). This Prospectus qualifies the grant of the Over-Allotment Option and the distribution of the Additional Offered Shares issuable upon exercise of the Over-Allotment Option.

Under the terms and conditions of the Agency Agreement, the Company has agreed to indemnify and save harmless the Agents, and each of their affiliates, directors, officers, employees, partners, agents and shareholders against certain liabilities, including civil liabilities under Canadian provincial securities legislation, or contribute to any payments the Agents may be required to make in the foregoing respect.

Pursuant to the Agency Agreement, the Agents will receive an Agents’ Fee equal to 6.0% of the gross proceeds of the Offering, subject to a reduced fee to the President’s List Percentage for Offered Shares sold by the Agents to certain purchasers designated by the Company on the President’s List. The President’s List shall be for a maximum of gross proceeds of $1,000,000. The “President’s List Percentage” shall be 2.0%. If the Over-Allotment Option is exercised in full, the total Agents’ Fee will be $690,005 (assuming no President’s List purchasers).

The Company has also agreed to issue the Broker Warrants, which will entitle the Agents to purchase such number of Broker Warrant Shares as is equal to 6.0% of the number of Offered Shares sold in the Offering (including any Additional Offered Shares issued upon the exercise of the Over-Allotment Option), subject to a reduced percentage to the President’s List Percentage for Offered Shares sold by the Agents to President’s List purchasers. The Broker Warrants will have an exercise price of $0.67 and will expire on a date that is 24 months following the Closing Date.

The Offered Shares will be offered in each of the provinces of Canada, except Québec, through the Agents or their affiliates who are registered to offer the Offered Shares in such provinces and such other registered dealers as may be designated by the Agents. In addition, the Offered Shares may be offered in jurisdictions outside of Canada which are agreed to by the Company and the Agents, provided that no prospectus filing or comparable obligation arises in such other jurisdiction.

Subscription for the Offered Shares will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. Except in certain limited circumstances, the Offered Shares sold pursuant to the Offering will be issued in electronic form through CDS or nominees thereof on the closing of the Offering. A purchaser will receive only a customer confirmation of the issuance of the Offered Shares purchased pursuant to the Offering from the registered dealer through which the Offered Shares are purchased. CDS will record the CDS participants who hold Offered Shares on behalf of owners who have purchased Offered Shares in accordance with the book-based system. No definitive certificates will be issued unless specifically requested or required. Notwithstanding the foregoing, all Offered Shares offered and sold, in the United States or to, or for the account or benefit of, U.S. Persons pursuant to available exemptions from the registration requirements of the 1933 Act and applicable state securities laws to investors who do not qualify as Qualified Institutional Buyers will be

represented by definitive physical certificates. The Closing Date is expected to be on or about December 4, 2025 or such other date as may be agreed upon by the Company and the Lead Agent, on behalf of the Agents, but in any event not later than 90 days after the date of the receipt of the (final) short form prospectus or such later date as may be permitted under securities legislation.

The Company will apply to list the Offered Shares (including the Additional Offered Shares) and the Broker Warrant Shares on the CSE. Listing of such securities will be subject to the Company fulfilling all of the listing requirements of the CSE.

The Company has agreed not to, directly or indirectly, offer, issue, pledge, sell, contract to sell, announce an intention to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise lend, transfer or dispose of, directly or indirectly, any additional Common Shares or securities convertible into or exercisable or exchangeable for Common Shares, for a period ending 90 days following the Closing Date, without the prior written consent of the Lead Agent, on behalf of the Agents, such consent not to be unreasonably withheld, except: (i) pursuant to the Offering (including the Over-Allotment Option); (ii) in connection with the exercise of any currently outstanding options of the Company; (iii) the issuance of awards or options to acquire Common Shares pursuant to the Company's equity incentive plan, and the issuance of Common Shares in connection with the exercise of any such awards or options; and (iv) to satisfy any other currently outstanding instruments, including warrants, or other contractual commitments in relation to any transaction that has been disclosed to the Agents.

The Company further agreed to cause its executive officers and directors to execute an undertaking (in a form satisfactory to the Lead Agent, acting reasonably) in favour of the Agents that such executive officer or director will not, for a period ending 90 days following the Closing Date, directly or indirectly, sell, agree to sell, or announce an intention to sell, or otherwise monetize the economic value of, any Common Shares or securities (including but not limited to options, purchase contracts, rights or warrants) convertible into or exchangeable for Common Shares beneficially owned by such person or subsequently acquired, without the prior written consent of the Lead Agent, not to be unreasonably withheld or delayed, subject to the following exceptions: (i) the exercise of 1,300,000 outstanding stock options which expire in December 2025 and sale of underlying Common Shares issued on such exercise; (ii) if the Company receives an offer, which has not been withdrawn, to enter into a transaction or arrangement, or proposed transaction or arrangement, pursuant to which, if entered into or completed substantially in accordance with its terms, a party could, directly or indirectly acquire an interest (including an economic interest) in, or become the holder of, 100% of the total number of voting and equity shares of the Company, whether by way of takeover bid, plan of arrangement, shareholder approved acquisition, capital reduction, share buyback, securities issue, reverse takeover, or other merger, transaction or arrangement; (iii) in respect of sales to affiliates of such person, to a personal holding company or investment account of such person; and (iv) as a result of the death of any such person.

Pursuant to the rules and policy statements of certain Canadian securities regulatory authorities, the Agents may not, throughout the period of distribution under the Offering, bid for or purchase Common Shares for their own accounts or for accounts over which they exercise control or direction. The foregoing restriction is subject to certain exceptions including: (a) a bid or purchase permitted under the Universal Market Integrity Rules for Canadian Marketplaces administered by the Canadian Investment Regulatory Organization relating to market stabilization and passive market making activities, (b) a bid or purchase made for or on behalf of a customer where the order was not solicited during the period of the distribution, provided that the bid or purchase was for the purpose of maintaining a fair and orderly market and not engaged in for the purpose of creating actual or apparent active trading in, or raising the price of, such securities, or (c) a bid or purchase to cover a short position entered into prior to the commencement of the prescribed restricted period. Subject to applicable laws and in connection with the Offering, the Agents may over-allot or effect transactions in connection with the Offering which are intended to stabilize or maintain the market price of the Common Shares at levels other than those which otherwise might prevail on the open market. Such transactions, if commenced, may be discontinued by the Agents at any time. The Agents may carry out these transactions on the CSE, in the over-the-counter market or otherwise.

United States

This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities in the United States. The Offered Shares, and the Broker Warrants (and Broker Warrant Shares issuable upon exercise

thereof) offered hereby have not been and will not be registered under the 1933 Act, or any securities laws of any state of the United States and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons, except in transactions registered under the 1933 Act or exempt from the registration requirements of the 1933 Act and in accordance with all applicable laws of any state of the United States. As used herein, “United States” means the United States of America, including its territories and possessions, any state of the United States, and the District of Columbia.

The Agents have agreed that, except as permitted by the Agency Agreement and pursuant to exemptions from the registration requirements under the 1933 Act and applicable U.S. state securities laws, they will not offer, sell, transfer, deliver or otherwise dispose of, directly or indirectly, the Offered Shares at any time to, or for the account or benefit of, any person in the United States or any U.S. Person as part of its distribution. The Agency Agreement will permit the Agents, acting through one or more registered United States broker-dealers affiliated with or appointed by the Agents, to offer the Offered Shares for sale by the Company to, or for the account or benefit of, persons in the United States and U.S. Persons that are (i) “accredited investors” (as defined in Rule 501(a) of Regulation D under the 1933 Act) (“U.S. Accredited Investors”), or (ii) “qualified institutional buyers” (as defined in Rule 144A under the 1933 Act) that are also U.S. Accredited Investors (“Qualified Institutional Buyers”) and, in either case provided such offers and sales are made in accordance with Rule 506(b) of Regulation D under the 1933 Act and/or Section 4(a)(2) of the 1933 Act and pursuant to similar exemptions under applicable securities laws of any state of the United States.

Except in certain limited circumstances, it is expected that the Offered Shares sold pursuant to the Offering will be issued in electronic form through CDS or nominees thereof on the closing of the Offering. Other than Offered Shares issued in the United States or to, or for the account or benefit of, U.S. Persons who are U.S. Accredited Investors (and who do not also qualify as Qualified Institutional Buyers), which will be issued in certificated form, no certificate evidencing the Offered Shares will be issued to purchasers under this Prospectus, and registration will be made in the depository service of CDS. Purchasers of Offered Shares under this Prospectus (including Qualified Institutional Buyers who are U.S. Persons or are acquiring Offered Shares in the United States and who execute and deliver undertaking letters agreeing to certain restricted security agreements in customary form) will receive only a customer confirmation from the Agents or other registered dealers who are CDS participants and from or through whom a beneficial interest in the Offered Shares is purchased. Certificates representing the Offered Shares that are sold in the United States or to, or for the account or benefit of, U.S. Persons who are U.S. Accredited Investors (but who do not also qualify as Qualified Institutional Buyers) will be available at the closing of the Offering, and the certificates will also contain legends to the effect that the securities represented thereby have not been registered under the 1933 Act and may be offered, sold, pledged or otherwise transferred, directly or indirectly, only pursuant to certain exemptions from the registration requirements of the 1933 Act and in compliance with applicable securities laws of any state of the United States.

In addition, until 40 days after the commencement of this Offering, an offer or sale of the Offered Shares distributed under this Offering within the United States or to, or for the account or benefit of, U.S. Persons by any dealer (whether or not participating in this Offering) may violate the registration requirements of the 1933 Act if such offer or sale is made otherwise than in accordance with an available exemption from such registration requirements.

DESCRIPTION OF THE SECURITIES BEING DISTRIBUTED

Common Shares

The Offered Shares, the Additional Offered Shares, and the Broker Warrant Shares are designated as Common Shares under the Company’s articles.

The authorized capital of the Company consists of an unlimited number of Common Shares without par value. As at the date of this Prospectus, there are 79,880,372 Common Shares issued and outstanding. In addition, as at the date of this Prospectus, there are 6,960,000 Common Shares issuable upon the exercise of outstanding stock options, and 23,016,278 Common Shares issuable on the exercise of outstanding warrants of the Company, for a total of 109,856,650 Common Shares on a fully-diluted basis.

The holders of Common Shares are entitled to notice of, to attend, and to vote at all meetings of the Company’s shareholders. The Common Shares are entitled to receive dividends if, as and when declared by the directors, and rank

pari passu with one another in any distribution of property or assets upon the liquidation, winding-up or other dissolution of the Company. The Common Shares carry no pre-emptive rights, conversion or exchange rights, retraction, sinking fund or purchase fund provisions. There are no provisions requiring the holders of the Common Shares to contribute additional capital and no restrictions on the issuance of additional securities by the Company. There are no restrictions on the repurchase or redemption of the Common Shares by the Company except as otherwise set out herein and to the extent that any such repurchase or redemption would render the Company insolvent pursuant to the Business Corporations Act (British Columbia).

Broker Warrants

The Company has agreed to issue Broker Warrants, the distribution of which are qualified by this Prospectus. The Broker Warrants will entitle the Agents to purchase such number of Broker Warrant Shares as is equal to 6.0% of the number of Offered Shares sold in the Offering (including any Additional Offered Shares issued upon the exercise of the Over-Allotment Option), subject to a reduced number of Broker Warrants equal to 2.0% of the Offered Shares sold by the Agents to purchasers on the President's List. The Broker Warrants will have an exercise price of $0.67 and will expire at 5:00 p.m. (Vancouver time) on the date that is 24 months following the Closing Date.

The Broker Warrants may be exercised by the Agents to purchase Broker Warrant Shares on or before the expiration date by delivering (i) notice of exercise, appropriately completed and duly signed, and (ii) payment of the exercise price for the number of Broker Warrant Shares with respect to which the Broker Warrants are being exercised. The Broker Warrants may be exercised in whole or in part, but only for full Broker Warrant Shares.

The Broker Warrant Shares will be, when issued and paid for in accordance with the Broker Warrants, duly authorized, validly issued and fully paid and non-assessable Common Shares. The Company will authorize and reserve at least that number of Common Shares as is equal to the number of Broker Warrant Shares issuable upon exercise of all outstanding Broker Warrants. The Broker Warrant Shares will be Common Shares, the material attributes of which are described above.

The exercise price and the number of Broker Warrant Shares issuable upon the exercise of each Broker Warrant are subject to adjustment in certain events, such as a distribution on the Common Shares, or a subdivision, consolidation or reclassification of the Common Shares. In addition, upon any fundamental transaction, such as a merger, arrangement, consolidation, sale of all or substantially all of the Company's assets, share exchange or business combination, the Broker Warrants will thereafter evidence the right of the holder to receive the securities, property or cash deliverable in exchange for or on the conversion of or in respect of the Common Shares to which the holder of a Common Share would have been entitled immediately on such event.

The Company will not issue any fractional shares upon the exercise of the Broker Warrants. Instead, the Company will round down to the next whole Broker Warrant Share.

The Broker Warrants will not be listed or quoted on any securities exchange. The holders of the Broker Warrants do not have the rights or privileges of holders of Common Shares and any voting rights until they exercise their Broker Warrants and receive the Broker Warrant Shares.

PRIOR SALES

During the 12 months preceding the date of this Prospectus, the Company issued the following Common Shares and securities convertible or exchangeable for Common Shares:

Date of Issuance	Number and Type of Securities	Issue/Exercise Price per Security ($)
November 19, 2024	25,000 Options	$0.65
January 22, 2025	17,500 Common Shares(1)	$0.50
February 5, 2025	183,333 Common Shares(1)	$0.50
February 12, 2025	66,666 Common Shares(1)	$0.50
February 21, 2025	100,000 Common Shares(2)	$0.25

Date of Issuance	Number and Type of Securities	Issue/Exercise Price per Security ($)
February 24, 2025	4,593 Common Shares(3)	$0.60
March 3, 2025	1,093 Common Shares(3)	$0.60
March 14, 2025	16,500 Common Shares(1)	$0.50
March 21, 2025	33,333 Common Shares(1)	$0.50
March 31, 2025	40,833 Common Shares(1)	$0.50
March 31, 2025	15,000 Common Shares(3)	$0.60
April 3, 2025	375,000 Common Shares(1)	$0.90
April 10, 2025	20,000 Common Shares(1)	$0.50
April 25, 2025	59,000 Common Shares(1)	$0.50
April 25, 2025	15,000 Common Shares(3)	$0.60
April 28, 2025	133,334 Common Shares(1)	$0.50
April 30, 2025	150,000 Common Shares(2)	$0.25
May 5, 2025	20,833 Common Shares(1)	$0.90
May 6, 2025	15,000 Common Shares(1)	$0.50
August 21, 2025	23,913,044 Common Shares(4)	$0.23
August 21, 2025	11,956,521 Warrants(4)	N/A
August 21, 2025	717,410 Finder's Warrants(5)	N/A
August 25, 2025	592,883 Common Shares(6)	$0.234
August 25, 2025	2,400,000 Options	$0.25
October 21, 2025	283,250 Common Shares(1)	$0.40
October 30, 2025	375,000 Common Shares(1)	$0.40
October 30, 2025	22,500 Common Shares(7)	$0.40

Notes:

(1) Issued pursuant to exercise of Warrants.
(2) Issued pursuant to exercise of Options.
(3) Issued pursuant to exercise of Broker Warrants.
(4) Pursuant to the August 2025 Offering, Miata issued an aggregate of 23,913,044 units. Each unit was comprised of one Common Share and one-half of one $0.40 Common Share purchase warrant.
(5) Pursuant to the August 2025 Offering, Miata issued 717,410 finder's warrants.
(6) The Company issued 592,883 Common Shares to the optionor of the Sela Creek Property pursuant to its option agreement with such optionor.
(7) Issued pursuant to exercise of finder's warrants.

TRADING PRICE AND VOLUME

The outstanding Common Shares are listed on the CSE under the symbol "MMET", on the OTCQB under the symbol "MMETF", and on the FSE under the symbol "8NQ". The following table sets forth the price range and trading volume of the Common Shares as reported by the CSE for the periods indicated.

	High ($)	Low ($)	Volume
November 2024	0.77	0.62	1,583,176
December 2024	0.69	0.57	1,348,426
January 2025	0.91	0.58	5,233,003
February 2025	1.17	0.86	7,236,546
March 2025	1.40	0.96	5,148,792
April 2025	1.59	1.15	3,740,179
May 2025	1.44	0.54	5,997,794
June 2025	0.65	0.255	5,642,122
July 2025	0.48	0.28	3,481,130
August 2025	0.405	0.205	7,515,304
September 2025	0.60	0.185	19,912,557
October 2025	0.78	0.38	10,923,673
November 1 to 17, 2025	0.65	0.53	866,899

The following table sets forth the price range and trading volume of the Common Shares as reported by the OTCQB for the periods indicated.

	High (US$)	Low (US$)	Volume
November 2024	0.49	0.4786	8,000
December 2024	0.49	0.4104	1,250
January 2025	0.56	0.42	50,100
February 2025	0.7475	0.56	200
March 2025	0.90	0.42	43,242
April 2025	1.05	0.8552	63,917
May 2025	0.975	0.3906	113,201
June 2025	0.5729	0.2063	125,235
July 2025	0.3333	0.1895	129,350
August 2025	0.3333	0.155	68,070
September 2025	0.42	0.1401	796,991
October 2025	0.5497	0.28	652,306
November 1 to 17, 2025	0.4191	0.3928	13,666

RISK FACTORS

An investment in the Offered Shares of the Company should be considered highly speculative and involves certain risks. When evaluating the Company and its business, prospective purchasers of the Offered Shares should carefully consider the information set out in this Prospectus and the documents incorporated by reference in this Prospectus, including the risk factors described below and in the documents incorporated by reference in this Prospectus, including the risks identified and discussed under the heading “Risk Factors” in the AIF, which is incorporated by reference herein.

There is no assurance that risk management steps taken will avoid future loss due to the occurrence of the risks described below (or incorporated by reference herein) or other unforeseen risks. If any of the risks described below or in the AIF actually occur, then the Company’s business, financial condition and operating results could be adversely affected.

The risks and uncertainties described or incorporated by reference herein are not the only ones the Company faces. Additional risks and uncertainties, including those that the Company is unaware of or that are currently deemed immaterial, may also adversely affect the Company and its business. Investors should consult with their professional advisors to assess any investment in the Company.

Risks Related to the Offering

Completion of the Offering

The completion of the Offering is subject to certain closing conditions under the Agency Agreement as well as receipt of acceptance from the CSE and all other applicable regulatory approvals, which approvals may not be obtained. The Company intends to apply to list on the CSE the Offered Shares (including the Additional Offered Shares) and Broker Warrant Shares. Listing will be subject to the Company fulfilling all the listing requirements of the CSE and there can be no assurance that the CSE will provide final approval of the Offering.

In addition, there is no minimum amount that must be raised under the Offering. There can be no certainty that the Offering will be completed, in full or at all. If the Offering is not completed, or only a small portion of the Offering is completed, the Company may not be able to raise the funds for the purposes contemplated under “Use of Proceeds” from other sources on commercially reasonable terms or at all.

Use of Proceeds

The Company currently intends to allocate the net proceeds received from the Offering and other available funds as described under “Use of Proceeds” in this Prospectus. However, management will have discretion (subject to approval by the board of directors) in the actual application of the net proceeds and other available funds and may elect to allocate proceeds differently from that described in “Use of Proceeds” if it is believed it would be in the best interests of the Company to do so as circumstances change. The failure by management to apply these funds effectively could have a material adverse effect on the business of the Company and, consequently, could adversely affect the price of the securities on the open market.

No Guarantee of a Positive Return on Investment

There is no guarantee that an investment in the Offered Shares will earn any positive return in the short term or long term. An investment in the Offered Shares involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. An investment in the Offered Shares is appropriate only for investors who have the capacity to absorb a loss of some or all of their investment.

Future Financings and Dilution

Additional financing needed to continue funding the development and operation of the properties of the Company may require the issuance of additional securities of the Company. The issuance of additional securities and the exercise of Common Share purchase warrants, stock options and other convertible securities will result in dilution of the equity interests of any persons who are or may become holders of Common Shares.

Forward-Looking Statements May Prove Inaccurate

Investors are cautioned not to place undue reliance on forward-looking statements contained in this Prospectus and in other disclosure of the Company. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, of both a general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking statements or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate.

Risks Related to the Company

Property Permits and Concessions

The Sela Creek Property comprises two concessions: one consisting of the right to prospect and explore for gold (the “exploration concession”), and the other bestowing an exploration and exploitation right for gold (the “exploitation concession”). In Suriname, mineral concessions are valid for prescribed time periods and can be renewed (or in the case of an exploration right, converted to an exploitation right) upon satisfaction of typical expenditure, reporting and filing requirements of the mineral exploration industry. As of the date of this Prospectus, the exploitation concession is valid and in good standing until June 25, 2030, and the exploration concession is currently expired and the Company applied, in July 2024, to the Suriname Ministry of Natural Resources and the Geology and Mining Department (the “GMD”) to renew the exploration concession, which application review remains in process. The Company is in ongoing consultation with local community representatives as part of the renewal process. While there can be no assurance of the timing or outcome of the GMD’s decision with respect to the exploration concession renewal, management believes that the new application is consistent with Suriname’s regulatory process for renewals of previously active concessions and that the probability of eventual re-issuance is favorable given the project’s operating history and compliance record. The Company’s current ongoing exploration activities, and the exploration activities the Company intends to carry out using the net proceeds of the Offering, have occurred and will occur on the exploitation concession which is valid and in good standing. The exploration concession which is in the renewal process is located peripherally to the exploitation concession and has not yet been the focus of the Company’s exploration activities and none of the net proceeds of the Offering are designated towards work on the exploration concession.

There can be no guarantee that Miata will be granted the renewal of the exploration concession or be able to obtain all necessary future permits and approvals that may be required to undertake exploration activity or commence construction or operation of mine facilities at the Sela Creek Property, the Nassau Project, or any other mineral projects it may acquire.

Negative Cash Flow from Operations and Going Concern

The Company had negative cash flow for the financial year ended June 30, 2025. To the extent that the Company has negative operating cash flow in future periods, it may need to allocate a portion of its cash reserves to fund such negative cash flow. The Company may also be required to raise additional funds through the issuance of equity or debt securities. There can be no assurance that the Company will be able to generate a positive cash flow from its operations, that additional capital or other types of financing will be available when needed or that these financings will be on terms favourable to the Company. The Company's actual financial position and results of operations may differ materially from the expectations of the Company's management. Any inclusion in the Company's financial statements of a going concern opinion may negatively impact the Company's ability to raise future financing and achieve future revenue. The threat of the Company's ability to continue as a going concern will be removed only when, in the opinion of the Company's auditor, the Company's revenues have reached a level that is able to sustain its business operations. If the Company is unable to obtain additional financing from outside sources and eventually generate enough revenues, the Company may be forced to sell a portion or all of the Company's assets, or curtail or discontinue the Company's operations. If any of these events happen, you could lose all or part of your investment. The Company's financial statements do not include any adjustments to the Company's recorded assets or liabilities that might be necessary if the Company becomes unable to continue as a going concern

Price Volatility

Securities markets have a high level of price and volume volatility, and the market price of securities of many companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. Factors unrelated to the financial performance or prospects of the Company include macroeconomic developments in North America, South America and globally, and market perceptions of the attractiveness of particular industries. There can be no assurance that continued fluctuations in mineral and energy prices will not occur. As a result of any of these factors, the market price of the securities of the Company at any given point in time may not accurately reflect the long-term value of the Company.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of Legacy Tax + Trust Lawyers, special Canadian federal income tax counsel to the Company, the following is, as of the date hereof, a general summary of the principal Canadian federal income tax consequences generally applicable to persons who acquire, as beneficial owner, Offered Shares pursuant to this Offering (including Additional Offered Shares pursuant to the Over-Allotment Option) and who, for the purposes of the Income Tax Act (Canada) and the regulations thereunder (collectively, the "Tax Act"), and at all relevant times, (i) hold the Offered Shares (including any Additional Offered Shares acquired as a result of the exercise of the Over-Allotment Option) as capital property, (ii) deal at arm's length with the Company and the Agents and (iii) are not affiliated with the Company or the Agents ("Holders"). The Offered Shares will generally be considered to be capital property to a Holder thereof unless either the Holder holds the Offered Shares in the course of carrying on a business of trading or dealing in securities or the Holder has acquired the Offered Shares in a transaction or transactions considered to be an adventure or concern in the nature of trade.

This summary is based upon the current provisions of the Tax Act in force as of the date hereof, counsels' understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency (the "CRA") and specific proposed amendments to the Tax Act publicly announced by the Minister of Finance (Canada) prior to the date hereof (the "Proposed Amendments"). This summary assumes that the Proposed Amendments will be enacted as proposed but does not take into account or anticipate any other changes in law, whether by way of judicial, legislative or governmental decision or action, nor does it take into account provincial, territorial or foreign income tax considerations. No assurances can be given that the Proposed Amendments will be enacted as proposed, if at all, or that legislative, judicial or administrative changes will not modify or change the statements expressed herein.

This summary does not apply to Holders (i) that are “financial institutions” within the meaning of the “mark to market” rules contained in the Tax Act, (ii) that are “specified financial institutions” as defined in the Tax Act, (iii) an interest in which is a “tax shelter investment” as defined in the Tax Act, (iv) that have made a functional currency reporting election to report their “Canadian tax results” (as defined in the Tax Act) in a currency other than the Canadian currency for purposes of the Tax Act, (v) who have entered or will enter into a “derivative forward agreement” or a “synthetic disposition arrangement” in respect of the Offered Shares; (vi) that receive dividends on Offered Shares under or as part of a “dividend rental arrangement” as defined in the Tax Act; (vii) that is exempt from tax under the Tax Act, or (viii) that is otherwise of special status or in special circumstances. Such Holders should consult with their own tax advisors with respect to an investment in Offered Shares. Additional considerations, not discussed herein, may be applicable to a Holder that is a corporation resident in Canada (for the purposes of the Tax Act), and is, or becomes (or does not deal at arm’s length for purposes of the Tax Act with a corporation resident in Canada that is or becomes) as part of a transaction or event or series of transactions or events that includes the acquisition of the Offered Shares, controlled by a non-resident person or a group of non-resident persons that do not deal with each other at arm’s length for purposes of the “foreign affiliate dumping” rules in section 212.3 of the Tax Act. Such Holders should consult their tax advisors with respect to the consequences of acquiring Offered Shares.

This summary does not address the deductibility of interest by a Holder who borrows money or otherwise incurs debt in connection with the acquisition of Offered Shares.

The Canadian federal income tax consequences to a particular Holder will vary depending on a number of factors, including the province where a particular Holder resides, carries on business or has a permanent establishment and the amount that would be the Holder’s taxable income but for the subscription for Offered Shares.

The following discussion of income tax considerations is, therefore, of a general nature only and is not exhaustive of all possible income tax considerations applicable to an investment in Offered Shares and is not intended to constitute income tax advice to any particular Holder. Accordingly, Holders should consult their own income tax advisors for advice with respect to the tax consequences to them of acquiring Offered Shares pursuant to this Offering having regard to their own particular circumstances.

Residents of Canada

This portion of the summary is generally applicable to a Holder who, for the purposes of the Tax Act, and any applicable income tax treaty or convention, is resident or deemed to be resident in Canada at all relevant times (a “Resident Holder”). Certain Resident Holders whose Offered Shares might not otherwise qualify as capital property may be entitled to make an irrevocable election pursuant to subsection 39(4) of the Tax Act to have such Offered Shares, and every other “Canadian security” (as defined in the Tax Act) owned by such Resident Holder in the taxation year of the election and in all subsequent taxation years, deemed to be capital property. Resident Holders should consult their own tax advisors for advice as to whether an election under subsection 39(4) of the Tax Act is available or advisable in their particular circumstances.

Taxation of Dividends

Dividends received or deemed to be received on Offered Shares will be included in computing the Resident Holder’s income for the taxation year in which they are received or deemed to be received. In the case of a Resident Holder, who is an individual (except in the case of certain trusts) such dividends will be subject to the gross-up and dividend tax credit rules normally applicable in respect of taxable dividends received from taxable Canadian corporations (as defined in the Tax Act), including the enhanced gross-up and dividend tax credit for “eligible dividends” properly designated as such by the Company in accordance with the Tax Act. There may be limitations on the ability of the Company to designate dividends as eligible dividends. Dividends received or deemed to be received by a Resident Holder that is a corporation on Offered Shares must be included in computing its income but generally will be deductible in computing such Resident Holder’s taxable income, subject to all of the rules and restrictions under the Tax Act in that regard. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received or deemed to be received by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

Resident Holders who are individuals (other than certain trusts) may be subject to alternative minimum tax in respect of dividends. See “Residents of Canada - Additional Refundable Tax and Alternative Minimum Tax” below.

Disposition of Offered Shares

Upon a disposition (or a deemed disposition) of a Offered Share (other than a disposition to the Company that is not a sale in the open market in the manner in which shares would normally be purchased by any member of the public in an open market), a Resident Holder generally will realize a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition of such Offered Share, net of any reasonable costs of disposition, are greater (or are less) than the adjusted cost base of such Offered Share, to the Resident Holder. The adjusted cost base to a Resident Holder of an Offered Share will be determined by averaging the cost of that share with the adjusted cost base (determined immediately before the acquisition of the share) of all other Common Shares of the Company held as capital property at that time by the Resident Holder. The tax treatment of capital gains and capital losses is discussed in greater detail below under “Residents of Canada - Capital Gains and Capital Losses”.

Capital Gains and Capital Losses

A Resident Holder will generally be required to include one-half of any capital gain in income as a taxable capital gain and, subject to and in accordance with the provisions of the Tax Act, one-half of any capital loss must normally be deducted as an allowable capital loss from taxable capital gains realized in the year of disposition. Any allowable capital losses in excess of taxable capital gains for the taxation year of disposition generally may be applied to reduce net taxable capital gains realized in the three preceding taxation years or any subsequent taxation year, subject to and in accordance with the provisions of the Tax Act.

The amount of any capital loss realized on the disposition or deemed disposition of Offered Shares by a Resident Holder that is a corporation may be reduced by the amount of dividends received or deemed to have been received by it on such shares or shares substituted for such shares to the extent and in the circumstances described by the Tax Act. Similar rules may apply where a Resident Holder that is a corporation is a member of a partnership or beneficiary of a trust that owns such shares or that is itself a member of a partnership or a beneficiary of a trust that owns such shares. Resident Holders to whom these rules may be relevant should consult their own tax advisors.

Resident Holders who are individuals (other than certain trusts) may be subject to alternative minimum tax in respect of realized capital gains. See “Residents of Canada – Additional Refundable Tax and Alternative Minimum Tax” below.

Additional Refundable Tax and Alternative Minimum Tax

A Resident Holder that is a “private corporation” (as defined in the Tax Act) or a “subject corporation” (as defined in subsection 186(3) of the Tax Act) will generally be liable under Part IV of the Tax Act to pay a tax (refundable in certain circumstances) on dividends received or deemed to be received on the Offered Shares to the extent that such dividends are deductible in computing the Resident Holder’s taxable income for the taxation year.

A Resident Holder that: (i) is throughout the relevant taxation year a “Canadian-controlled private corporation” (as defined in the Tax Act); or (ii) at any time in the relevant taxation year is a “substantive CCPC” (as defined in the Tax Act) also may be liable to pay an additional tax (refundable in certain circumstances) on its “aggregate investment income” for the year, which will include taxable capital gains and dividends or deemed dividends that are not deductible in computing the Resident Holder's taxable income.

Capital gains realized and dividends received or deemed to be received by a Resident Holder that is an individual or a trust, other than certain specified trusts, may result in such Resident Holder being liable for alternative minimum tax under the Tax Act. Such Resident Holders should consult their own tax advisors in this regard.

Non-Residents of Canada

The following portion of this summary is generally applicable to a Holder who, for purposes of the Tax Act, and any applicable tax treaty or convention, and at all relevant times, is neither resident nor deemed to be resident in Canada

and does not use or hold, and will not be deemed to use or hold, Offered Shares in a business carried on in Canada (a “Non-Resident Holder”).

Special considerations, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer that carries on (or is deemed to carry on) an insurance business in Canada and elsewhere or an “authorized foreign bank” (as defined in the Tax Act). Such Non-Resident Holders should consult their own advisors.

Taxation of Dividends

Dividends paid or credited, or deemed to be paid or credited, to a Non-Resident Holder on the Offered Shares will be subject to Canadian withholding tax under the Tax Act at the rate of 25% of the gross amount of the dividend, unless such rate is reduced by the terms of an applicable income tax treaty or convention. Under the Canada-United States Tax Convention (1980), as amended (the “Treaty”), the rate of withholding tax on dividends paid or credited to a Non-Resident Holder who is resident in the U.S. for purposes of the Treaty, is the beneficial holder of the dividends and is fully entitled to benefits under the Treaty (a “U.S. Holder”) is generally reduced to 15% of the gross amount of the dividend (or 5% in the case of a U.S. Holder that is a company beneficially owning at least 10% of the Company’s voting stock).

Disposition of Offered Shares

Generally, a Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized on a disposition or deemed disposition of a Offered Share, nor will capital losses arising therefrom be recognized under the Tax Act, unless the Offered Share is, or is deemed to be, “taxable Canadian property” of the Non-Resident Holder for the purposes of the Tax Act at the time of the disposition or deemed disposition and the Non-Resident Holder is not entitled to an exemption pursuant to the terms of an applicable tax treaty or convention.

Generally, provided that the Offered Shares are listed on a “designated stock exchange” (as defined in the Tax Act) (which currently includes the CSE) at the time of disposition, the Offered Shares will not constitute taxable Canadian property of a Non-Resident Holder at that time, unless at any time during the 60-month period immediately preceding the disposition, the following two conditions were satisfied concurrently: (i) 25% or more of the issued shares of any class or series of the capital stock of the Company were owned by or belonged to one or any combination of (a) the Non-Resident Holder, (b) persons with whom the Non-Resident Holder did not deal at arm’s length (for the purposes of the Tax Act), and (c) partnerships in which the Non-Resident Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships; and (ii) more than 50% of the fair market value of such shares was derived, directly or indirectly, from one or any combination of: (a) real or immovable property situated in Canada, (b) “Canadian resource property” (as defined in the Tax Act), (c) “timber resource property” (as defined in the Tax Act), or (d) options in respect of, or interests in, or for civil law rights in, any of the foregoing property, whether or not such property exists. Notwithstanding the foregoing, an Offered Share may also be deemed to be “taxable Canadian property” in certain other circumstances. Non-Resident Holders should consult their own tax advisors as to whether their Offered Shares constitute “taxable Canadian property” in their own particular circumstances. Even if an Offered Share is "taxable Canadian property" to a Non-Resident Holder, such Non-Resident Holder may be exempt from tax under the Tax Act on the disposition of such Offered Share by virtue of an applicable income tax treaty or convention.

In cases where a Non-Resident Holder disposes (or is deemed to have disposed) of a Offered Share that is taxable Canadian property to that Non-Resident Holder, and the Non-Resident Holder is not entitled to an exemption under an applicable income tax treaty or convention, the consequences described above under the headings “Residents of Canada - Dispositions of Offered Shares” and “Residents of Canada - Capital Gains and Capital Losses” will generally be applicable to such disposition.

Non-Resident Holders whose Offered Shares are or may be taxable Canadian property should consult their own tax advisors.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The auditors of the Company are Dale Matheson Carr-Hilton LaBonte LLP (“DMCL”) located at 1500 - 1140 West Pender St., Vancouver, British Columbia, V6E 4G1.

The Company’s Registrar and Transfer Agent for the Common Shares is Odyssey Trust Company at its principal offices at 323 - 409 Granville St, Vancouver, British Columbia, V6C 1T2.

LEGAL MATTERS & INTERESTS OF EXPERTS

Certain legal matters related to the securities offered by this Prospectus will be passed upon on the Company’s behalf by Morton Law LLP, with respect to matters of Canadian law, and Legacy Tax + Trust Lawyers, with respect to matters of tax law. Certain Canadian legal matters relating to the Offering and this Prospectus will be passed upon by Cassels Brock & Blackwell LLP, on behalf of the Agents. As of the date of this Prospectus, the partners and associates of Morton Law LLP, and Cassels Brock & Blackwell LLP, and the directors and shareholders of Legacy Tax + Trust Lawyers, each as a group, beneficially own, directly or indirectly, less than 1% of the outstanding Common Shares.

Dennis J. LaPoint, PhD, Registered Geologist with SME, of Appalachian Resources LLC, prepared the Technical Report titled “Technical Report Sela Creek Gold Project, Sipaliwini District, Suriname, South America” with an effective of July 3, 2024, which is incorporated by reference herein. Dr. LaPoint is a “qualified person” as such term is defined in NI 43-101.

Dr. Jaap Verbaas, PhD, Registered Professional Geologist with APEG BC, reviewed the scientific and technical disclosure in this Prospectus under “Use of Proceeds”, and in the Annual MD&A. Dr. Verbaas is a “qualified person” as such term is defined in NI 43-101. Dr. Verbaas is the Chief Executive Officer and a director of the Company, and, as at the date of this Prospectus, holds 600,000 Common Shares, 1,700,000 options, and 1,500,000 warrants of the Company.

The consolidated financial statements of the Company for the year ended June 30, 2025 and the fifteen months ended June 30, 2024, including the audit report of DMCL, an independent registered public accounting firm, are incorporated herein by reference. DMCL has advised the Company that they are independent of the Company within the rules of professional conduct of the Chartered Professional Accountants of British Columbia.

Other than as disclosed above, no person or company whose profession or business gives authority to a statement made by the person or company and who is named as having prepared or certified a part of this Prospectus or as having prepared or certified a report or valuation described or included in this Prospectus holds any beneficial interest, direct or indirect, in any securities or property of the Company or an associate or affiliate of the foregoing.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within 2 business days after the later of (a) the date that the issuer (i) filed the prospectus or any amendment on SEDAR+ and a receipt is issued and posted for the document, and (ii) issued and filed a news release on SEDAR+ announcing that the document is accessible through SEDAR+, and (b) the date that the purchaser or subscriber has entered into an agreement to purchase the securities or a contract to purchase or a subscription for the securities. In several of the provinces of Canada, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal adviser.

C-1

CERTIFICATE OF THE COMPANY

Dated: November 18, 2025

This short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation in each of the provinces of Canada, excluding Québec.

| “Jacob Verbaas”
Jacob Verbaas
Chief Executive Officer | “John Wenger”
John Wenger
Chief Financial Officer |
| --- | --- |

On behalf of the Board of Directors of the Company

| “Daniel Matthews”
Daniel Matthews
Director | “James Reid”
James Reid
Director |
| --- | --- |

C-2

CERTIFICATE OF THE AGENTS

Dated: November 18, 2025

To the best of our knowledge, information and belief, this short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation in each of the provinces of Canada, excluding Québec.

CORMARK SECURITIES INC.

By: “Darren Wallace”

Name: Darren Wallace
Title: Managing Director,
Head of Investment Banking

AI assistant

Centurion Minerals Ltd. — Capital/Financing Update 2025

45895_rns_2025-11-18_a2292cab-1bf3-4791-b333-2fe75aecf626.pdf

PRELIMINARY SHORT FORM PROSPECTUS

MIATA METALS CORP.

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS

CURRENCY PRESENTATION

DOCUMENTS INCORPORATED BY REFERENCE

MARKETING MATERIALS

ELIGIBILITY FOR INVESTMENT

THE COMPANY

BUSINESS OF THE COMPANY

MATERIAL MINERAL PROJECT

RECENT DEVELOPMENTS

Upcoming Annual General Meeting of Shareholders

CONSOLIDATED CAPITALIZATION

Notes:

USE OF PROCEEDS

Principal Purposes

Notes:

Business Objectives and Milestones

No Minimum Offering

PLAN OF DISTRIBUTION

United States

DESCRIPTION OF THE SECURITIES BEING DISTRIBUTED

Common Shares

Broker Warrants

PRIOR SALES

Notes:

TRADING PRICE AND VOLUME

RISK FACTORS

Risks Related to the Offering

Completion of the Offering

Use of Proceeds

No Guarantee of a Positive Return on Investment

Future Financings and Dilution

Forward-Looking Statements May Prove Inaccurate

Risks Related to the Company

Property Permits and Concessions

Negative Cash Flow from Operations and Going Concern

Price Volatility

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

Residents of Canada

Taxation of Dividends

Disposition of Offered Shares

Capital Gains and Capital Losses

Additional Refundable Tax and Alternative Minimum Tax

Non-Residents of Canada

Taxation of Dividends

Disposition of Offered Shares

AUDITORS, TRANSFER AGENT AND REGISTRAR

LEGAL MATTERS & INTERESTS OF EXPERTS

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

CERTIFICATE OF THE COMPANY

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Centurion Minerals Ltd. Capital/Financing Update 2025